UNITED STATES SECURITIES


AND EXCHANGE COMMISSION


Washington, D.C. 20549





Form 10-K





x
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


For the fiscal year ended June 30, 2011


OR





o
TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934





Commission File Number:  001-34269





SHARPS COMPLIANCE CORP.


(Exact name of registrant as specified in its charter)




Delaware
74-2657168(State or other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification No.)








9220 Kirby Drive, Suite 500, Houston, Texas
77054(Address of principal executive offices)
(Zip Code)




Registrant’s telephone number, including area code (713) 432-0300


Securities registered pursuant to Section 12(b) of the Act:





Title of Each Class
Name of Each Exchange on Which RegisteredCommon Shares, $0.01 Par Value
The NASDAQ Capital Market




Securities registered pursuant to Section 12(g) of the Act:


None




Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.  Yes o    No o




Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act.  Yes o    No o




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 o    No o




Indicate by check mark whether the Registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T(§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit and post such files).  Yes o    No o




Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the Registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  o




Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):




Large accelerated filer  o
Accelerated filer x
Non-accelerated filer  o
Smaller reporting company  o




Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes o    No o




As of December 31, 2010, the aggregate market value of the Registrant’s Common Stock held by non-affiliates was approximately $52.8 million (based on the closing price of $4.43 on December 31, 2010 as reported by The NASDAQ Capital Market).




The number of common shares outstanding of the Registrant was 15,067,427 as of August 30, 2011.




DOCUMENTS INCORPORATED BY REFERENCE:


(1)
Portions of the Registrant’s Proxy Statement to be filed with the Securities and Exchange Commission pursuant to Regulation 14A for the Annual Meeting of Shareholders to be held on November 17, 2011 are incorporated by reference into Part III.








SHARPS COMPLIANCE CORP. ANDSUBSIDIARIES


TABLE OF CONTENTS *


ANNUAL REPORT ON FORM 10-K










PagePART IItem 1

Description of Business
2Item 1A

Risk Factors
12Item 1B

Unresolved Staff Comments
15Item 2

Description of Property
15Item 3

Legal Proceedings
15Item 4

Removed and ReservedPART IIItem 5

Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
16Item 6

Selected Financial Data
18Item 7

Management’s Discussion and Analysis of Financial Condition and Results of Operations
19Item 7A

Quantitative and Qualitative Disclosures About Market Risk
29Item 8

Financial Statements
29Item 9

Changes In and Disagreements with Accountants on Accounting and Financial Disclosure
29Item 9A

Controls and Procedures
29Item 9B

Other Information
30PART IIIItem 10

Directors, Executive Officers and Corporate Governance
31Item 11

Executive Compensation
31Item 12

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
31Item 13

Certain Relationships and Related Transactions and Director Independence
32Item 14

Principal Accountant Fees and Services
32PART IVItem 15

Exhibits and Financial Statement Schedules
32Signatures
36


_______________


*
This Table of Contents is inserted for convenience of reference only and is not a part of this Report as filed.


Table of Contents


INFORMATION REGARDING FORWARD-LOOKING STATEMENTS





This annual report on Form 10-K contains certain forward-looking statements and information relating to the Company and its subsidiaries that are based on the beliefs of the Company’s management as well as assumptions made by and information currently available to the Company’s management. When used in this report, the words “anticipate”, “believe”, “expect”, “estimate”, “project” and “intend” and words or phrases of similar import, as they relate to the Company or its subsidiaries or Company management, are intended to identify forward-looking statements.  Such statements reflect the current risks,
uncertainties and assumptions related to certain factors, including without limitations, competitive factors, general economic conditions, customer relations, relationships with vendors, governmental regulation and supervision, seasonality, distribution networks, product introductions and acceptance, technological change, changes in industry practices, onetime events and other factors described herein.  Based upon changing conditions, should any one or more of these risks or uncertainties materialize, or should any underlying assumptions prove incorrect, actual results may vary materially from those described herein as anticipated, believed, estimated, expected or intended.  The Company does not intend to update these forward-looking statements.





PART I





ITEM1.  DESCRIPTION OF BUSINESS





Sharps Compliance Corp. was formed in November 1992 as a Delaware corporation. The information presented herein is for Sharps Compliance Corp. and its wholly owned subsidiaries, Sharps Compliance, Inc. of Texas (dba Sharps Compliance, Inc.), Sharps e-Tools.com, Inc. (“Sharps e-Tools”), Sharps Manufacturing, Inc., Sharps Environmental Services, Inc. (dba Sharps Environmental Services of Texas, Inc.) and Sharps Safety, Inc. (collectively, “Sharps” or the “Company”).  Unless the context otherwise requires, “Company”, “we”, “us”, and “our” refer to Sharps Compliance Corp. and its subsidiaries.





The Company provides access to all of its filings with the Securities and Exchange Commission (“SEC”) through its website www.sharpsinc.com, as soon as reasonably practicable after the reports are filed with the SEC.  The filings are also available via the SEC’s website at www.sec.gov/edgar/searchedgar/companysearch.html.





COMPANY OVERVIEW





Sharps Compliance Corp. is a leading full-service provider of cost-effective management solutions for medical waste, used healthcare materials and unused dispensed medications. Our solutions facilitate the proper treatment of numerous types of medical waste, used healthcare materials and unused dispensed medications, including hypodermic needles, lancets and other devices or objects used to puncture or lacerate the skin, or sharps, and unused dispensed prescription and over-the-counter drugs and medications.  We serve customers in multiple markets such as government (federal, state and local), home health care, retail clinics and immunizing pharmacies, pharmaceutical manufacturers, professional offices
(physicians, dentists and veterinarians), hospitality (including assisted living facilities, hotels, motels and restaurants), consumers, commercial, industrial and agriculture, and distributors to many of the aforementioned markets.  We assist our customers in determining which of our distinct solution offerings best fit their needs for the collection, storage, return transportation and treatment of their or their patients’ medical waste and unused dispensed medications.  Our differentiated approach provides our customers the flexibility to return and ultimately properly treat their or their patients’ medical waste or unused dispensed medications through pre-paid mail services primarily through the United States Postal Service (“USPS”). Furthermore, we provide comprehensive tracking and reporting tools that enable our customers to meet complex
medical waste disposal and unused dispensed patient medication compliance requirements.  We believe the fully-integrated nature of our operations is a key factor leading to our success and continued recurring revenue growth.





The Centers for Disease Control and Prevention (“CDC”), and the United States Environmental Protection Agency (“EPA”), estimate that there are over three billion used syringes disposed of annually outside of the hospital setting in the United States. The Company estimates that it would require 30 to 50 million Sharps Recovery SystemTM (formerly Sharps Disposal by Mail System®) products to properly dispose of all such syringes, which would equate to a market opportunity of $1 billion. There are an estimated 800,000 doctors, dentists, veterinarians, clinics, tattoo parlors and other businesses in the
country that generate smaller quantities of medical waste, including used syringes. These offices and facilities, which must demonstrate proper management of their medical waste, comprise a market opportunity of approximately $600 million, based on estimates of using our solution offerings rather than the traditional pick-up service in what we characterize as a regulated market. In addition, industry experts estimate that as much as 40% of dispensed medications outside of the hospital setting in the United States goes unused, generating an estimated 200 million pounds of pharmaceuticals potentially polluting our environment and placing our citizens at risk for accidental poisonings.  We estimate the market for our solutions (outside of the hospital and large health care facilities) to be over $1 billion per year for medical waste disposal, over $600 thousand per year for
medical waste disposal in the regulated market and over $1 billion for the proper disposal of unused dispensed medications.


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We believe that demand for our cost-effective medical waste management solutions has been increasing due to several factors.  First, communities, consumers, government and health care and commercial organizations are increasingly becoming aware of the need to properly treat medical waste and unused dispensed medication as federal and state regulatory bodies continue to provide guidance and enact legislation which mandate the proper disposal of medical waste outside the hospital setting to protect the general public and workers from potential exposure to contagious diseases and health and safety risks. Second, there is heightened public awareness and growing demand for influenza vaccines that are driving
demand for our solutions both in the short-term to address the immediate flu shot needs and in the long-term as the public increasingly obtains its immunizations from retail locations and clinics. Third, there is growing demand for Sharps TakeAway Environmental Recovery SystemTM solutions for unused, non-controlled prescriptions and over-the-counter medications.  Finally, we believe that customers in many of the sectors we serve, such as physicians, dentists, veterinarians, clinics and assisted living facilities, are becoming aware of alternatives to the traditional medical waste pick-up service and the lower cost (estimated average savings of up to 50%) and convenience associated with the Sharps Recovery SystemTM (formerly Sharps Disposal By Mail System®).





In February 2009, we signed a five year contract (one year, plus four option years) with a major U.S. government agency for a $40 million program to provide our comprehensive Medical Waste Management SystemTM, or Sharps®MWMSTM, which is a rapid-deployment solution offering designed to provide medical waste collection, storage and treatment in the event of natural disasters, pandemics, man-made disasters, or other national
emergencies.  Sharps®MWMSTM is unique in that the solution also offers warehousing, inventory management, training, data and other services necessary to provide a comprehensive solution. We received a purchase order for $28.5 million ($6.0 million of which was recognized in fiscal year 2009, and $22.5 million was recognized in the first half of fiscal year 2010).  In January 2010, we were awarded the first option year (ending January 31, 2011) valued at approximately $1.6 million and was recognized from February 1, 2010 through January 31, 2011.  In January 2011, we were awarded the second option year (ending January 31, 2012) valued at approximately $3.0 million and is to be recognized from
February 1, 2011 through January 31, 2012. There is expected to be approximately $3.0 million in revenue in calendar year 2011 for the maintenance component of the contract including $1.5 million in the second half of calendar year 2011.  The remaining two option years are expected to be approximately $3.0 million per contract year. Although, we believe the amounts above to be reasonable based upon the underlying contract and its current project plan, we makes no assurances regarding the actual recognition of revenue by fiscal year, which could vary significantly from that noted above. The successful launch of this program demonstrates the attractiveness of our integrated, full-service system that enables government agencies and commercial organizations to completely outsource the planning and execution of their emergency preparedness and disaster relief planning as it relates
to medical waste handling and rapid response capabilities.  In addition to the Sharps®MWMSTM, we continue to add similar full-service, patient support programs with major pharmaceutical manufacturers whereby we provide a customized Sharps Recovery SystemTM (formerly Sharps Disposal by Mail System®) along with fulfillment, inventory management, storage and data services, as well as provide critical patient usage data that assists the manufacturers in assessing drug effectiveness and compliance.





In August 2011, the Company introduced the Complete NeedleTM Collection and Disposal System which is focused on the traditional under-served home self-injector required to regularly use needles or syringes for their health and well-being, such as people with diabetes.  The Complete NeedleTM Collection and Disposal System is actually two offerings in one.  First, the product provides the individual self-injector with a reasonably priced containment solution designed to protect self-injectors and their family members.  Second, the product includes an optional disposal feature utilizing the USPS designed to protect the individual’s community, solid waste workers and the
environment. The solution offers significant convenience as it utilizes the same delivery channel, the retail pharmacy, that the self-injector typically uses to obtain medications, for example, insulin, and needles or syringes. The solution is also designed to enhance the interaction between the pharmacist and the individual thereby creating counseling opportunities and possibly better treatment outcomes.





Our principal executive offices are located at 9220 Kirby Drive, Suite 500, Houston, Texas.  Our telephone number at that location is (713) 432-0300.  We currently have 57 employees (all full time). We have manufacturing, assembly, distribution and warehousing operations located on Reed Road in Houston, Texas, and our corporate offices located on Kirby Drive in  Houston, Texas. We maintain an additional warehouse facility with manufacturing, assembly and distribution capabilities in College Park, Georgia. We own and operate a fully-permitted treatment facility in Carthage, Texas that incorporates our processing and treatment operations.  The Company is committed to
mitigating the effects of medical waste and unused dispensed medications on the environment and our citizens through our environmentally conscious treatment process.  Just over two years ago we supplemented the treatment facility’s existing incineration process with an autoclave system, which is a cost-effective alternative to traditional incineration that treats medical waste with steam at high temperature and pressure to kill pathogens.  The autoclave system is utilized alongside the incinerator for day-to-day operations.  We believe that our facility is one of only ten permitted commercial facilities in the United States capable of treating all types of medical waste, used healthcare materials and unused or expired dispensed medications (i.e., both incineration and autoclave capabilities).


3
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SOLUTIONS OVERVIEW





We offer a broad line of product and service solutions to manage the medical waste and unused dispensed medications generated by our customers.  Our primary solutions include the following:





SharpsRecovery SystemTM (formerly Sharps Disposal by Mail System®): a comprehensive solution for the containment, transportation, treatment and tracking of medical waste and used
healthcare materials generated outside the hospital and large health care facility setting.  The Sharps Recovery SystemTM includes a securely sealed, leak and puncture resistant sharps container in several sizes ranging from one quart to eighteen gallons; USPS approved shipping carton with pre-paid priority mail postage; absorbent material inside the container that can safely hold up to 150 milliliters of fluids; a red bag for additional containment; and complete documentation and tracking manifest.  The Sharps Recovery SystemTM is transported to our facility for treatment.  Upon treatment or conversion of the waste, we provide electronic proof of receipt and treatment documentation to the customer through our proprietary SharpsTracer® system.





TakeAway Environmental Return SystemTM: a comprehensive solution that facilitates the proper disposal or treatment of unused dispensed medications and includes the TakeAway Environmental Return System and the RxTakeAway Recovery and Reporting System.  The solution provides a means for individual consumers, communities and facilities, such as pharmacies, assisted living facilities, long-term care facilities, mail-order pharmacies and correctional operations, to manage their unused dispensed medications (other than controlled substances) and consists of customized containment, transportation, destruction or conversion and
tracking services. Our proprietary tracking system, MedsTracerTM, is designed for tracking unused dispensed medications, which assists pharmaceutical manufacturers in monitoring drug usage and provides critical data for patient management and compliance.  Our proprietary tracking system is a highly value-added component of our solution as it enhances pharmaceutical manufacturers’ ability to monitor patient drug usage.





Complete NeedleTM Collection and Disposal System: a comprehensive solution focused on the traditional under-served home self-injector required to regularly use needles or syringes for their health and well-being, such as people with diabetes.The Complete NeedleTM Collection and Disposal System is actually two offerings in one.  First, the product provides the individual self-injector with a reasonably priced containment solution designed to protect self-injectors and their family members. Second, the product includes an optional
disposal feature utilizing the USPS designed to protect the individual’s community, solid waste workers and the environment. Our solution offers significant convenience as it utilizes the same delivery channel, the retail pharmacy, that the self-injector typically uses to obtain medications, for example insulin, and needles or syringes. Our solution is also designed to enhance the interactions between the pharmacist and the individual thereby creating counseling opportunities and possibly better treatment outcomes.





Sharps®MWMSTM: a comprehensive solution designed for rapid deployment in emergency situations and features the Sharps Recovery SystemTM and TakeAway Environmental Return System products combined with warehousing, inventory management, training, data and other services.
Sharps®MWMSTM is designed to be an integral part of governmental and commercial emergency preparedness programs for large scale or catastrophic situations such as natural disasters, pandemics, terrorist events, or other national emergencies.  Also available with the Sharps®MWMSTM is the Sharps® Rx Recovery and Reporting System, which delivers a turn-key approach to the collection, storage, audit, treatment and documentation of unused dispensed medications.  The
Medical Waste Management SystemTM can be used in virtually any location where patients may be treated or shots administered.  This system is designed to be portable, allowing medical waste to be collected where it is generated, properly stored, and transported with no special pick-up arrangements.


4
 Table of Contents


SharpsTracer®: a comprehensive solution that provides customers with an electronic record of receipt and treatment of their waste to meet regulatory requirements.  SharpsTracer® eliminates the need for traditional paper-based methods of tracking and is designed to enhance customer efficiencies with an automatic evidence of proof of receipt and treatment and market data
capabilities.  This cost-effective and regulatory compliant tracking and documentation system is an important part of our full-service and comprehensive suite of solutions.





Other Solutions: a wide variety of other logistical products solutions including Pitch-It IVTM Poles, Trip LesSystem®, Sharps®Pump and Asset Return Box, Sharps Secure® Needle Collection and Containment System, Sharps Recovery
System® Needle Collection and Mailback Disposal System, IsoWash®Linen Recovery System and Biohazard Spill Clean-Up Kit and Disposal System.





MARKET OVERVIEW





The CDC and the EPA estimate that there are over three billion used syringes disposed of annually outside of the hospital setting in the United States.  We estimate that it would require 30 to 50 million Sharps Recovery SystemTM (formerly Sharps Disposal by Mail System®) products to properly dispose of all such syringes, which would equate to a market opportunity of over $1 billion.  We estimate that we have penetrated approximately 1% of this market.  Additionally, we believe that there has been and will continue to be a significant increase in self-injectable medications utilized by patients,
further increasing the number of syringes used and disposed of in the United States.





There are an estimated 800,000 doctors, dentists, veterinarians, clinics, tattoo parlors and other businesses in the country that generate smaller quantities of medical waste, including used syringes. These offices and facilities, which must demonstrate proper management of their medical waste, comprise a market opportunity of approximately $600 million, based on estimates of using our solution offerings rather than the traditional pick-up service in what we characterize as a regulated market.





Industry experts estimate that approximately 40% of the dispensed medication from four billion dispensed medication prescriptions goes unused every year in the United States generating an estimated 200 million pounds of unused medication waste which can adversely affect the environment if disposed of improperly.  Most unused dispensed medications are either (i) disposed of untreated in the garbage or flushed down the toilet, ending up in landfills and polluting rivers and water supply systems, lakes and streams with trace amounts of unused dispensed medications or (ii) stored in medicine cabinets that are accessible to children and teenagers.  Improperly disposed of or diverted unused dispensed
medications have been shown to increase the risk of accidental poisoning of citizens, including children and teenagers.  The Company has estimated that the market for the proper disposal of unused dispensed medications outside the hospital setting is over $1 billion per year.





We continue to take advantage of the many opportunities in our markets served as communities, consumers, injectors, healthcare facilities, professional offices, pharmaceutical manufacturers and government agencies become more aware of the issues surrounding the proper disposal of medical waste, used healthcare materials and unused dispensed medications.  The following events contribute to increasing awareness:





·
in December 2004, the EPA issued its new guidelines for the proper disposal of medical sharps, revising the previous guidance that advised patients to dispose of used syringes in the trash;





·
in July 2006, the states of California and Massachusetts passed legislation designed to mandate appropriate disposal of sharps waste necessary to protect the general public and workers from potential exposure to contagious diseases and health and safety risks;





·
beginning September 1, 2008, California’s legislation regulating sharps disposal became effective and began to be enforced, making it illegal to dispose of used sharps through the normal garbage disposal system. Other states, such as Massachusetts and Louisiana, have enacted similar measures that became effective in 2008 and 2009, respectively.  Currently, nine states ban the disposal of used syringes in the trash and another nine states plus the District of Columbia are considering or have introduced similar legislation, while the remaining states operate under the EPA guidance noted above. In April 2011, the United States Senate re-introduced a bill (S.725) which, if enacted, would provide for Medicare reimbursement, under part D, for the safe and effective disposal of
used needles and syringes; and


5
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·
in October 2009, California passed Senate Bill 486 requiring drug companies that market and sell prescribed medications that are routinely injected at home to submit plans to the California Integrated Waste Management Board on or before July 1, 2010 (and annually thereafter) describing how they support safe needle collection and disposal programs for patients using their drugs. California’s Senate Bill 419, which has passed the Senate and is moving through the Assembly, sets additional standards for making the SB 486 plans more accessible to the public.





·
In 2009 and 2010, the states of Iowa and North Dakota introduced state funded programs to properly dispose of unused medications. In 2010, Minnesota enacted legislation that allows individuals to transfer their unused dispensed medications directly or through a caregiver to an organization authorized by the state to manage and/or ultimately destroy the medication.





·
In October 2010, the Secure and Responsible Drug Disposal Act was enacted which addresses the proper handling of unused controlled medications.





Among the methods of disposal recommended as part of the above noted regulatory actions are mail-back programs such as the solutions we offer.  We believe that other states will continue introducing similar legislation and that these developments will drive additional demand for our solutions.





COMPETITIVE STRENGTHS





We believe our competitive strengths include the following:





Leading comprehensive provider of cost-effective medical waste management solutions.





We offer a broad line of solutions designed to address the proper management of medical waste, used healthcare materials and patient dispensed unused or expired medications. The Company is able to offer mail or ship-back based services at a significantly lower cost as compared to the traditional model of pick-up services since the Company utilizes the existing infrastructure of USPS or United Parcel Service (“UPS”) for return transportation.  In contrast to traditional pick-up service providers which generally make periodic pick-ups, our mail or ship-back based solution offerings are less costly and more convenient.  Our proprietary
SharpsTracer® tracking and documentation systems provide customers a comprehensive electronic record of receipt and treatment of their waste to meet regulatory requirements.  Our Medical Waste Management SystemTM provides a complete solution for customers seeking to completely outsource the management of all aspects of their waste management, including warehousing, inventory management, training, and data collection in addition to treatment services.  While competitors may attempt to replicate our solution offerings, we believe the ability to offer such a comprehensive, value-added turnkey solution is a significant competitive advantage.





Environmentally-conscious solution provider.





In addition to providing cost-effective solutions for our customers, the Company is committed to mitigating the effects of medical waste and dispensed patient medications on the environment.  Most used syringes and needles as well as unused or expired dispensed medications are currently disposed of untreated in the garbage, ending up in landfills and polluting rivers, lakes and streams with trace amounts of pharmaceuticals.  Our products and services provide an environmentally cleaner alternative process for treatment. Our GREEN Waste Conversion ProcessTM eliminates medical waste processed for the Company’s customers from going into landfills.  The process transforms
treated medical waste into PELLA-DRXTM - a clean, raw material used in the manufacture of various industrial resources.  The use of recycled paper and plastic materials for many of our products further demonstrates our total commitment to environmentally sound business practices.  As an organization, the Company is a leading proponent for the development of solutions for the safe disposal of sharps and unused dispensed medications in the community and continually works to raise public awareness of the issue.





Vertically integrated full-service operations.





Our operations are fully integrated including manufacturing, assembly, distribution, treatment, online tracking and customer reporting.  We have manufacturing, assembly, distribution and warehousing operations in Houston, Texas, and an additional warehouse facility with manufacturing, assembly and distribution capabilities in College Park, Georgia. We own and operate a fully-permitted treatment facility in Carthage, Texas, that incorporates our processing and treatment operations.  Just over two years ago we supplemented the treatment facility’s existing incineration process with an autoclave system, which is a cost-effective alternative to traditional incineration that treats medical
waste with steam at high temperature and pressure to kill pathogens.  The autoclave system is utilized alongside the incinerator for day-to-day operations.  We believe that our facility is one of only ten permitted commercial facilities in the United States capable of treating all types of medical waste, used healthcare materials and unused or expired dispensed medications (i.e., both incineration and autoclave capabilities).  We track the movement of each shipment from outbound shipping to ultimate treatment and provide confirmation to the customer for their records using our proprietary SharpsTracer® tracking and documentation system.  We also provide customized reporting for many of our customers.  By controlling all aspects of the process internally, the Company is able to provide a one-stop solution and simplify the tracking
and record-keeping processes to meet regulatory requirements for our customers.  We believe the fully-integrated nature of our operations is seen by current and prospective customers as a key factor and differentiator leading to our success and leadership position in our industry.


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Well-positioned to capitalize on the growing need for government and commercial preparedness to address emergency and disaster relief situations.





Federal and state government agencies as well as commercial organizations are increasingly focused on having programs in place for emergency and disaster relief situations such as natural disasters (hurricanes, flooding and earthquakes), pandemics (H1N1 flu strain), acts of terrorism (September 11th) and other national emergencies.  The Sharps®MWMSTM is designed to be an integral part of governmental and commercial emergency preparedness programs.  The successful launch of our government agency program demonstrates the
attractiveness of our integrated, full-service solution that enables government agencies and commercial organizations to completely outsource the planning and execution of their emergency preparedness and disaster relief planning as it relates to medical waste handling and rapid response capabilities.





Increased state and federal regulatory attention.





To protect citizens and waste workers from needle stick injuries, nine states have passed legislation or regulations making it illegal to discard used sharps into household trash. Another nine states and the District of Columbia have legislation pending or strict guidelines regarding home sharps disposal. Passed or pending legislation related to home sharps disposal covers 43% of the U.S. population. Countless cities in states without restrictions have begun to pass ordinances preventing disposal of sharps in the trash.





In order to reduce poisonings and pollution of our water, twenty-two states and the District of Columbia have introduced legislation over the last few years intended to manage the disposal of consumer unused medications. Seven states and the District of Columbia have successfully passed such legislation. Passed or pending legislation related to disposal of consumer medications covers 65% of the U.S. population. As state and federal enforcement of these statutes increases, more companies will turn to solutions such as ours to help manage their medical waste and regulatory compliance. We believe we are well positioned to benefit given our strict adherence to established standards and extensive documentation and
records.





Diverse product markets.





Sharps offers services and products to a wide variety of end markets.  The Company’s growth strategies are focused on retail pharmacies and clinics, pharmaceutical manufacturers, professional physician, dental and veterinary clinics and the U.S. Government contract, federal, state and local government agencies. We also serve home health care companies, retirement and assisted living facilities and hospitality and other which includes hotel, commercial, industrial and agriculture. Our billings by market for the years ended June 30, 2011, 2010 and 2009 are below (as expressed in percentages of revenues):





Year Ended June 30,2011


2010


2009BILLINGS BY MARKET:Home Health Care


35
%


17
%


36
%Retail


24
%


11
%


9
%U.S. Government contract


11
%


59
%


29
%Professional


10
%


4
%


5
%Other


8
%


2
%


7
%Assisted Living/ Hospitality


6
%


3
%


5
%Core Government


4
%


2
%


1
%Pharmaceutical


2
%


2
%


8
%100
%


100
%


100
%




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Highly scalable business model.





Because of our proven business model, we can add new business while leveraging our existing fixed cost structure.  Our facilities are able to accommodate significant additional volume, incurring only variable costs of transportation, storage and processing.  Once we gain a new customer, our profitability typically increases as our customer base grows without additional overhead expense due to the embedded nature of our products and the ease with which we can accommodate additional volume.





Experienced and accomplished management team.





Our senior management team has extensive industry experience, and is committed to the continued growth and success of our company. Mr. David P. Tusa,  CEO and President, in addition to his eight plus years with the Company has over 25 years of financial, accounting, business and public company experience in multiple industries and in companies with revenues up to $500 million.  Mr. Claude Dance, Senior Vice President of Sales and Marketing, has broad health care and reverse logistics industry experience at a variety of firms including Pharmerica, Cardinal Health and Wyeth Pharmaceuticals.  Ms. Diana Diaz, CPA, MBA, Vice President and Chief Financial Officer, has over 25 years of
finance, accounting, health care and public company industry experience. Mr. Gregory C. Davis, Vice President of Operations, has over 18 years of information technology experience. Mr. Khairan Aladwani, Vice President of Assurance/Quality Control, have over 25 years of quality assurance experience at a variety of firms.





The Company’s Board of Directors oversees CEO and senior management succession planning. The process focuses on building management depth, considers continuity and stability within the Company, and responds to Sharps’ evolving needs and changing circumstances.





GROWTH STRATEGIES





We plan to grow our business by employing the following primary growth strategies:





Further penetrate existing customers and markets.





Many of our customers who currently use the Sharps Recovery SystemTM (formerly Sharps Disposal by Mail System®) could also benefit from the TakeAway Environmental Return System products, the Complete NeedleTM Collection and Disposal System or other specialized products.  Although currently focused primarily on the proper management of used syringes and needles as well as dispensed expired or unused medication, pharmacies (including chains and mail order), assisted living facilities and other related organizations will develop needs for our other product lines as they expand their patient service
offerings.  As an entrenched and value-added supplier of treatment solutions, we believe the Company is well-positioned to capture incremental business from our existing customers.





Although, our Pharmaceutical market did not experience growth during the year ended June 30, 2011, we have seen a recent surge of interest in our patient support program solution offering among pharmaceutical manufacturers as it relates to self-injectable medications. We believe manufacturers are now, more than ever, focused on (i) product differentiation, (ii) improved interaction with patients and (iii) creating a touch point for individual patient follow-up that could lead to improved therapy outcomes.





As proof of this, we were recently awarded patient support programs from two top-20 pharmaceutical manufacturers with a combined value of over $2 million in annual recurring revenue when fully launched. The programs are scheduled to launch in the December quarter and should roll out over the following six- to nine- month period. Both patient support programs include the direct fulfillment of the Sharps Recovery System®to the pharmaceutical manufacturers’ program participants which provides the proper containment, return and treatment of the needles or injection devices utilized in therapy. Sharps’ proprietary
SharpsTracerTM system tracks the return of the Sharps Recovery System®by the patient to the treatment facility, and then makes available to the pharmaceutical manufacturer electronic data which assists them in monitoring medication discipline and provides them with a touch point for individual patient follow-up which potentially could lead to better outcomes. We believe the Company is the leader in providing solutions of this type to this market.


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Increase adoption of our product lines among federal, state and local government agencies.





We believe that our recent successful launch of a $40 million MWMSTM program with a major U.S. government agency is leading to additional business from other government agencies at the federal, state and local level. In January 2010, we launched a pilot program with the United States Department of Veterans Affairs (“VA”) within the VA Capitol Health Care Network (“Veterans Integrated Service Network” or “VISN”). The VISN is part of the Veterans Health Administration which encompasses the largest integrated health care system in the United States, consisting of 153 medical centers, in addition to
numerous community based outpatient clinics, community living centers and Vet Centers. Together these health care facilities provide comprehensive care to over 5.5 million Veterans each year. The pilot allowed each of the participating medical centers within the VISN, both inpatient and outpatient, to provide the Sharps Recovery SystemTM (formerly known as the Sharps Disposal By Mail System®) and the TakeAway Environmental Return System solutions to their patients. Since its original launch, the pilot program expanded to include eight VISNs. As of June 30, 2011, the pilot is winding down as the VA evaluates a broad roll-out program that would make our solutions available across all VISNs. We also believe there are additional sales opportunities with a major U.S. government agency, including additional products and services, as well as the potential for more
MWMSTM orders.  These successes demonstrate the attractiveness of our integrated, full-service system that allows government agencies to completely outsource the medical waste handling aspects of their disaster relief programs and rapid response capabilities. Once the system has been proven at the government level, we expect additional growth through commercial emergency preparedness programs as well.





Enhance sales and marketing efforts.





Through the expansion of our sales force (both inside and field), launch of a new website and corresponding promotional activity in mid-July 2011, development of additional marketing materials including use of the Internet and implementation of a call center for direct marketing efforts, we believe we can drive significant additional growth.  Capitalizing on the increased regulatory attention directed at medical waste management initiatives, we have received significant press coverage of our TakeAway Environmental Return Systems product line and expect the same with our Complete NeedleTM Collection and Disposal System. Subsequent demand along with sales and marketing efforts are helping our solution
offerings become a more standard item in the retail setting.





Improve product and service awareness to attract new customers.





As we grow, we continue to focus additional marketing and sales efforts designed to educate home health care providers, physician and dental clinics, pharmaceutical manufacturers, consumers, communities and government agencies of the benefits of our solution offerings and the need for safe, cost-effective and environmentally-friendly methods of medical waste treatment.  We believe that the full-service nature of our solution offerings, ease of our mail and ship-back based delivery system and convenience will attract new customers who are not yet aware of the services we provide.  In addition to providing a convenient, cost-effective solution to waste and used healthcare materials treatment, we
believe future growth will be driven by the need for our customers to properly document and track the disposal of their hazardous waste to maintain compliance with new and existing legislation.  We believe our understanding of the legislative process and focus on accurate and thorough electronic tracking of waste disposal or treatment will provide substantial benefits to new customers looking to comply with new standards and promote environmentally cleaner business practices.





Develop new products and services.





We continue to develop new solution offerings including the Complete NeedleTM Collection and Disposal System(designed for the traditional under-served home self-injector), the Sharps Medical Waste Management SystemTM, the TakeAway line of products for unused medications (including TakeAway Environmental Return SystemTM), the Medical/Professional TakeAway Recovery SystemTM and the RX TakeAway Recovery and Reporting System which offers the collection, storage, audit, witnessed treatment and documentation of unused medications such as flu vaccines, Tamiflu, and Relenza. These innovative product and service
offerings allow us to gain further sales from existing customers as well as gain new customers who have a need for more comprehensive products.We will continue our efforts to develop new solution offerings designed to facilitate the proper and cost effective solutions for management of medical waste, used healthcare materials and unused dispensed medications to better serve our customers and the environment.  Additionally, we will continue to seek out and identify prospective new customers and markets for new solutions designed to meet the needs of these new customer segments.  Research and development expenses were $131 thousand, $41 thousand and $20 thousand for the fiscal years ended June 30, 2011, 2010 and 2009, respectively.


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CONCENTRATION OF CREDIT AND SUPPLIERS





There is an inherent concentration of credit risk associated with accounts receivable arising from sales to our major customers. For the fiscal year ended June 30, 2011, two customers represented approximately 33% of revenues. Those same two customers represented approximately 22% or $660 thousand, of the total accounts receivable balance at June 30, 2011. For the fiscal year ended June 30, 2010, two customers represented approximately 68% of revenues. Those same two customers represented approximately 27%, or $546 thousand, of the total accounts receivable balance at June 30, 2010.  For the fiscal year ended June 30, 2009, four customers
represented approximately 48% of revenues.  We may be adversely affected by our dependence on a limited number of high volume customers.  Management believes that the risks are mitigated by, (i) the contractual relationships with key customers, (ii) the high quality and reputation of the Company and its solution offerings and (iii) the continued diversification of our solution offerings into additional markets outside of its traditional customer base.





Currently, the majority of our transportation is sourced with the USPS, which consists of delivering the Sharps® Recovery SystemTM (formerly Sharps Disposal by Mail System®) from the end user to the Company’s treatment facility.  We also have an arrangement with UPS whereby UPS transports the Company’s TakeAway Recovery System products from the end user to the Company’s treatment facility.  Management believes the risk of dependence on the USPS is mitigated by (i) the arrangement with UPS and (ii) the
long-standing business relationship with and successful performance by USPS.





We maintain relationships with multiple raw materials suppliers and vendors in order to meet customer demands and assure availability of our products and solutions. With respect to the Sharps Recovery SystemTM (formerly Sharps Disposal by Mail System®) solutions, we own all proprietary molds and dies and utilize three contract manufacturers for the production of the primary raw materials. We believe that alternative suitable contract manufacturers are readily available to meet the production specifications of our products and solutions.  With respect to our Pitch-ItTM IV Poles, the Company maintains an exclusive
manufacturing relationship with Drive Medical Design & Manufacturing. We utilize national suppliers such as Southern Container, R & D Molders, Uline and W. W. Grainger, Inc. for the majority of the raw materials used in our other products and solutions.





INTELLECTUAL PROPERTY





We have a portfolio of trademarks and patents, both granted and pending. We consider our trademarks important in the marketing of our products and services, including Sharps Disposal by Mail System®, TakeAway Environmental Return SystemTM, Complete NeedleTM Collection and Disposal System, Sharps®MWMSTM, Pitch-It IVTM Poles, Trip LesSystem®, GREEN Waste Conversion ProcessTM and PELLA-DRXTM among others.  With respect to our
registered marks, we continue using such marks and will file all necessary documentation to maintain their registrations for the foreseeable future. We maintain patents on Pitch-ItTM IV Poles which are scheduled to expire in 2012. We have a number of patents pending, including those applicable to our Complete NeedleTM Collection and Disposal System, Sharps Recovery SystemTM Needle Collection and Mailback Disposal System, the Sharps® Medical Waste Management SystemTM, the GREEN Waste Conversion ProcessTM, and Sharps Secure® Needle Collection and Containment SystemTM and are in the process of applying for other trademarks and patents.





COMPETITION





There are several competitors who offer similar or identical products and services that facilitate the disposal of smaller quantities of medical waste.  There are also a number of companies that focus specifically on the marketing of products and services which facilitate disposal through transport by the USPS (similar to the Company’s products).  These companies include (i) smaller private companies or (ii) divisions of larger medical or solid waste companies. Additionally, we compete, in certain markets, with Stericycle, the largest medical waste company in the country, which focuses primarily on a pick-up service business model.  As Sharps continues to grow and increase
awareness of the proper disposal of syringes and unused medications it does believe it may face more and possibly significant competition.  We believe our comprehensive line of proven solution offerings, first mover advantages, excellent industry reputation, significant history of market and customer success, quality solutions and products, as well as our capabilities as a vertically integrated producer of products and services, provides significant differentiation in the current competitive market.





GOVERNMENT REGULATION





Sharps is subject to extensive federal, state, and/or local laws, rules and regulations. We are required to obtain permits, authorizations, approvals, certificates and other types of governmental permission from the EPA, the State of Texas and the local governments in Carthage, Texas with respect to our facilities. Such laws, rules and regulations have been established to promote occupational safety and health standards and certain standards have been established in connection with the handling, transportation and disposal of certain types of medical and solid wastes, including transported medical waste. Our estimated annual costs of complying with these laws, regulations and guidelines is currently less than
$100,000 per year. In the event additional laws, rules or regulations are adopted which affect our business, additional expenditures may be required in order for Sharps to be in compliance with such changing laws, rules and regulations.


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COMPLIANCE WITH ENVIRONMENTAL LAWS





In November 2005 and September 2009, the EPA and the Texas Commission on Environmental Quality promulgated new regulations under the Clean Air Act and associated state statutes which will affect the operations of the incineration facility located in Carthage, Texas.  These regulations modify the emission limits and monitoring procedures required to operate an incineration facility.  The new rules will necessitate changes to our owned incinerator and pollution control equipment at the facility or require installation of an alternative treatment method to ensure compliance.  These regulations will also require us to obtain a Title V permit and conduct additional monitoring. We are
required to comply with these new standards by the end of 2012. Such changes will require us to incur capital expenditures in order to meet the requirements of the regulations.  We have studied these amended regulations and their options, and decided in the interim to move forward with the process of adding alternative technology, autoclaving, which meets the EPA Clean Air Act requirements, for medical waste disposal which became fully operational in February 2009 at its current facility in Carthage, Texas.  We believe autoclaving is environmentally cleaner and a less costly method of treating medical waste than incineration. Due to our continued growth, we anticipate that we will incur additional capital expenditures needed in order to meet the new air emission regulations. The additional capital expenditures are not expected to exceed $1.0 million. We expect
capital expenditures related to these new regulations to be made by the end of the first half of fiscal year 2013.


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ITEM 1A.  RISKFACTORS





We may be unable to manage our growth effectively.


We experienced significant growth with revenues increasing more than 93% to $39.2 million for the fiscal year ended June 30, 2010 from $20.3 million for fiscal year ended June 30, 2009. As the U.S. Government contract moved into its maintenance phase during fiscal year 2011, revenues decreased 51% to $19.4 million. The decrease was due to decreased billings for the U.S. Government contract of $21.1 million partially offset by increased recurring revenue growth of $1.4 million or 8%.  The increase in core revenue as well as an expanded presence in the retail markets, has placed and will continue to place significant demands on our financial, operational and management resources. In order to continue our
growth, we may need, at some point, to add operations, administrative and other personnel, and may need to make additional investments in the infrastructure and systems. There can be no assurance that we will be able to find and train qualified personnel, do so on a timely basis, or expand our operations and systems to the extent, and in the time, required.
 
 The loss of the Company’s senior executives could affect the Company’s ability to manage the business profitability.




Sharps’ growth and development to date has been largely dependent on the active participation and leadership of its senior management team consisting of the Company’s CEO and President, Senior Vice President of Sales, Vice President and CFO, Vice President of Operations and Vice President of Quality Assurance. We believe that the continued success of the business is largely dependent upon the continued employment of the senior management team and has, therefore, (i) entered into individual employment arrangements with key personnel and (ii) granted equity-based stock compensation to senior management members in order to provide an incentive for their continued employment with the Company. The unplanned
loss of one or more members of the senior management team and our inability to hire key employees could disrupt and adversely impact the Company’s ability to execute its business plan.





The Company’s Board of Directors oversees CEO and senior management succession planning. The process focuses on building management depth, considers continuity and stability within the Company, and responds to Sharps’ evolving needs and changing circumstances. The Board approves continuity plans for the CEO and senior management succession planning to enable the Board to respond to planned or unexpected vacancies in key positions. The Board considers optimizing the ongoing safe and sound operation of the Company and minimizing any potential disruption or loss of continuity to our business and operations as it evaluates the plan.


Our business is dependent on a small number of customers. To the extent we are not successful in winning additional business mandates from our government and commercial customers or attracting new customers, our results of operations and financial condition would be adversely affected.




We are dependent on a small group of customers. In addition, there is an inherent concentration of credit risk associated with accounts receivable arising from sales to our major customers. For the fiscal year ended June 30, 2011, two customers represented approximately 33% of revenues. Those same two customers represented approximately 22%, or $660 thousand, of the total accounts receivable balance at June 30, 2011. To the extent these significant customers are delinquent or delayed in paying or we are not successful in obtaining consistent and additional business from our existing and new customers, our results of operations and financial condition would be adversely affected.
 
 Aggressive pricing by existing competitors and the entrance of new competitors could drive down the Company’s profits and slow its growth.


There are several competitors who offer similar or identical products and services that facilitate the disposal of smaller quantities of medical waste.  There are also a number of companies that focus specifically on the marketing of products and services which facilitate disposal through transport by the USPS (similar to the Company’s products).  These companies include (i) smaller private companies or (ii) divisions of larger medical or solid waste companies. Additionally, we do compete, in certain markets, with Stericycle, the largest medical waste company in the country, which focuses primarily on a pick-up service business model. As Sharps continues to grow and increase awareness of
the proper disposal of syringes and unused medications it does believe it may face more and possibly significant competition. We believe our comprehensive line of proven solution offerings, first mover advantages, excellent industry reputation, significant history of market and customer success, quality solutions and products, as well as our capabilities as a vertically integrated producer of products and services, provides significant differentiation in the current competitive market.


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The lack of customer long-term volume commitments could adversely affect the Company’s profits and future growth.


Although we enter into exclusive contracts with the majority of our enterprise customers, these contracts do not have provisions for firm long-term volume commitments. In general, customer purchase orders may be canceled and order volume levels can be changed or delayed with limited or no penalties. Canceled, delayed or reduced purchase orders could significantly affect our financial performance.
 
 An inability to maintain existing government contracts or win additional government contracts over an extended period could have a material adverse effect on our operations and adversely affect our future revenue.


A material amount of our revenues were generated through the contract with a major U.S. government agency for the period from March 2009 through December 2009.  Our revenues for the first year of the five year contract (one year plus four option years) were approximately $28.5 million ($6.0 million of which was recognized in fiscal year 2009, $22.5 million was recognized in the first half of fiscal year 2010).  In January 2010, we were awarded the first option year (ending January 31, 2011) valued at approximately $1.6 million and was recognized from February 1, 2010 through January 31, 2011.  In January 2011, we were awarded the second option year (ending January 31, 2012) valued at
approximately $3.0 and is to be recognized from February 1, 2011 through January 31, 2012.  There is expected to be approximately $3.0 million in revenue in calendar year 2011 for the maintenance component of the contract including $1.5 million second half of calendar year 2011. The remaining two option years are expected to be approximately $3.0 million per contract year.  Although, the Company believes the amounts above to be reasonable based upon the underlying contract and its current project plan, it makes no assurances regarding the actual recognition of revenue by fiscal year, which could vary significantly from that noted above.  All contracts with, or subcontracts involving, the federal government are terminable, or subject to renegotiation, by the applicable governmental agency on 30 days notice, at the option of the governmental
agency.  If a material contract is terminated or renegotiated in a manner that is materially adverse to us, our revenues and future operations could be materially adversely affected.


As a government contractor, we are subject to extensive government regulation, and our failure to comply with applicable regulations could subject us to penalties that may restrict our ability to conduct our business.




Governmental contracts or subcontracts involving governmental facilities are often subject to specific procurement regulations, contract provisions and a variety of other requirements relating to the formation, administration, performance and accounting of these contracts. Many of these contracts include express or implied certifications of compliance with applicable regulations and contractual provisions. If we fail to comply with any regulations, requirements or statutes, our existing governmental contracts or subcontracts involving governmental facilities could be terminated or we could be suspended from government contracting or subcontracting. If one or more of our governmental contracts or subcontracts are
terminated for any reason, or if we are suspended or debarred from government work, we could suffer a significant reduction in expected revenues and profits. Furthermore, as a result of our governmental contracts or subcontracts involving governmental facilities, claims for civil or criminal fraud may be brought by the government for violations of these regulations, requirements or statutes.





The Company is subject to extensive and costly federal, state and local laws and existing or future regulations may restrict the Company’s operations, increase our costs of operations and subject us to additional liability.




Sharps is subject to extensive federal, state, and/or local laws, rules and regulations. We are required to obtain permits, authorizations, approvals, certificates and other types of governmental permission from the EPA, Texas and the local governments in Carthage, Texas with respect to our facility. Such laws, rules and regulations have been established to promote occupational safety and health standards and certain standards have been established in connection with the handling, transportation and disposal of certain types of medical and solid wastes, including mailed sharps. We believe that we are currently in compliance in all material respects with all applicable laws and regulations governing our business,
including the permits and authorizations for our incinerator facility. Our estimated annual costs of complying with these laws, regulations and guidelines is currently less than $100,000 per year. In the event additional laws, rules or regulations are adopted which affect our business, additional expenditures may be required in order for us to be in compliance with such changing laws, rules and regulations. Furthermore, any material relaxation of any existing regulatory requirements governing the transportation and disposal of medical waste could result in a reduced demand for our products and services and could have a material adverse effect on our revenues and financial condition. The scope and duration of existing and future regulations affecting the medical and solid waste disposal industry cannot be anticipated and are subject to change.


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In November 2005 and September 2009, the EPA and the Texas Commission on Environmental Quality promulgated new regulations under the Clean Air Act and associated state statutes which will affect the operations of the incineration facility located in Carthage, Texas. These regulations modify the emission limits and monitoring procedures required to operate an incineration facility. The new rules will necessitate changes to the Company’s owned incinerator and pollution control equipment at the facility or require installation of an alternative treatment method to ensure compliance. These regulations will also require us to obtain a Title V permit and conduct additional monitoring. We are required to comply
with these standards by the end of 2012. Such changes will require us to incur capital expenditures in order to meet the requirements of the regulations. We have studied these amended regulations and their options, and decided in the interim to move forward with the process of adding alternative technology, autoclaving, which meets the EPA Clean Air Act requirements, for medical waste disposal which became fully operational in February 2009 at its current facility in Carthage, Texas. Autoclaving is a process that treats regulated waste with steam at high temperature and pressure to kill pathogens. Combining the autoclaving with a shredding or grinder process allows the waste to be disposed in a landfill operation. We believe autoclaving is environmentally cleaner and a less costly method of treating medical waste than incineration. Due to our continued growth, we anticipate that we will
incur additional capital expenditures needed in order to meet the new air emission regulations. The additional capital expenditures are not expected to exceed $1.0 million. We expect capital expenditures related to these new regulations to be made by the end of the first half of fiscal 2013.
 
 The inability of the Company to operate its treatment facility would adversely affect its operations.




Sharps’ business utilizes a facility for the proper disposal or treatment of medical waste, used healthcare materials and unused pharmaceuticals. Our owned facility has both incineration and autoclave technologies in Carthage, Texas (Panola County). Prior to the purchase of the facility in January 2008, we had operated the facility since 1999 under a lease arrangement. Sharps’ believes it operates and maintains the facility in compliance in all material respects with all federal, state and local laws and/or any other regulatory agency requirements involving solid waste disposal and the operation of the incinerator facility. The failure to maintain the permits for the treatment facility or unfavorable
conditions contained in the permits could substantially impair our operations and reduce our revenues. Although we have an agreement with a secondary treatment facility to provide services in the event both the incinerator and autoclave are unavailable, any disruption in the availability of a disposal or treatment facility whether as a result of action taken by governmental authorities, natural disasters or otherwise would have an adverse affect on our operations and results of operations.


The handling and disposal or treatment of regulated waste carries with it the risk of personal injury to employees and others.




Our business requires us to handle materials that may be infectious or hazardous to life and property in other ways. Although our products and procedures are designed to minimize exposure to these materials, the possibility of accidents, leaks, spills, and acts of God always exists. Human beings, animals or property could be injured, sickened or damaged by exposure to regulated waste. This in turn could result in lawsuits in which we are found liable for such injuries, and substantial damages could be awarded against us. While we carry liability insurance intended to cover these contingencies, particular instances may occur that are not insured against or that are inadequately insured against. An uninsured or
underinsured loss could be substantial and could impair our profitability and reduce our liquidity.





The possibility of postal work interruptions and restrictions on shipping through the mail would adversely affect the disposal or treatment element of the Company’s business and have an adverse effect on our operations, results of operations and financial condition.




We currently transport (from the patient or user to the Company’s facility) the majority of our solution offerings using USPS; therefore, any long-term interruption in USPS delivery services would disrupt the disposal or treatment element of our business. Postal delivery interruptions are rare. Additionally, since USPS employees are federal employees, such employees may be prohibited from engaging in or continuing a postal work stoppage, although there can be no assurance that such work stoppage can be avoided. As noted above, we entered into an arrangement with UPS whereby UPS transports our TakeAway Recovery SystemTM line of solution offerings. The ability to ship items, whether through the USPS or
UPS, is regulated by the government. Any change in regulation restricting the shipping of medical waste, used healthcare materials or unused or expired dispensed pharmaceuticals through these channels would be detrimental to our ability to conduct its operations. Notwithstanding the foregoing, any disruption in the transportation of products would have an adverse effect on our operations, results of operations and financial condition.


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The Company’s stock has experienced, and may continue to experience, low trading volume and price volatility.
 
 Our common stock has been listed on the NASDAQ Capital Market (“NASDAQ”) under the symbol “SMED” since May 6, 2009. The daily trading volumes for our common stock are, and may continue to be, relatively small compared to many other publicly traded securities. Since trading on the NASDAQ, our average daily trading volume has been approximately 100,000 shares. It may be difficult for you to sell your shares in the public market at any given time at prevailing prices, and the price of our common stock may, therefore, be volatile.




ITEM 1B. UNRESOLVEDSTAFF COMMENTS





As of the date of this report, we do not have any unresolved staff comments.





ITEM 2. DESCRIPTION OF PROPERTY





Sharps leases 190,489 square feet of space in Houston, Texas and College Park, Georgia. Sharps has manufacturing, assembly, distribution and warehousing operations on Reed Road in Houston, Texas, and corporate offices on Kirby Drive in Houston, Texas. We maintain a warehouse facility with manufacturing, assembly and distribution capabilities in College Park, Georgia.  These leases expire from April 2014 to April 2015 with options to renew these leases for warehouses for 5 years and for office space 10 years.





We own and operate a facility in Carthage, Texas that houses our processing and treatment operations in an estimated 12,000 square foot building on 4.5 acres of land. The facility is permitted to process 40 tons per day of municipal solid waste. The incinerator at the facility is currently permitted to treat eleven tons per day of municipal solid waste while the autoclave is capable of treating up to seven tons per day of waste.





ITEM 3. LEGAL PROCEEDINGS





None.


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PART II





ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS, AND ISSUER PURCHASES OF EQUITY SECURITIES





Market Information: Beginning May 6, 2009, the Company’s common stock has been quoted on the NASDAQ under the symbol “SMED”.  Previously, the Company’s common stock was quoted on the over-the-counter (“OTC”) Bulletin Board under the symbol “SCOM”.  Since trading on the NASDAQ (May 6, 2009), the Company’s common stock had an average trading volume of approximately 2,170,000 shares traded per month. The table below sets forth the high and low closing prices of the Company’s common stock on the NASDAQ (July 1, 2009 through August 30, 2011) for each quarter within the last two fiscal
years.





Common StockHigh


LowFiscal Year Ended June 30, 2010First Quarter

$
10.18


$
6.21Second Quarter

$
11.91


$
7.97Third Quarter

$
10.27


$
5.85Fourth Quarter

$
7.68


$
3.98Fiscal Year Ended June 30, 2011First Quarter

$
5.40


$
4.00Second Quarter

$
5.87


$
3.98Third Quarter

$
5.75


$
3.74Fourth Quarter

$
5.35


$
3.58Fiscal Year Ending June 30, 2012First Quarter (August 30, 2011)

$
4.09


$
2.98





Stockholders





Dividend Policy: The Company has never declared nor paid any cash dividends on its common stock.  The Company currently intends to retain its cash generated from operations for working capital purposes and to fund the continued expansion of its business and does not anticipate paying any dividends on our common stock in the foreseeable future.





Issuer Purchases of Equity Securities:  The Company has no reportable purchases of equity securities.


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Corporate Performance Graph*: The graph compares the cumulative total return (i.e., stock price appreciation) on The Company’s common stock from the first day it began trading on the NASDAQ and each quarter thereafter with the cumulative total return for the same period on the NASDAQ Small Cap Index and the Dow Jones US Waste and Disposal Services Index. The graph assumes that $100 was invested on May 6, 2009 in our common stock and in the stock represented by each of the two indices.










*The Corporate Performance Graph and related information shall not be deemed "soliciting material" or to be "filed" with the SEC, nor shall such information be incorporated by reference into any future filing under the Securities Act or the Exchange Act, except to the extent that we specifically incorporate it by reference into such filing.





Securities Authorized for Issuance under Equity Compensation Plans:





The following equity compensation plan information is provided as of June 30, 2011:





Plan Category

Number of securities to be issued upon exercise of outstanding options, warrants and rights


Weighted average exercise price of outstanding options, warrants and rights


Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)(a)


(b)


(c)2010 Stock Plan as approved by shareholders (1) (3)


176,500


$
4.51



754,0001993 Stock Plan as approved by shareholders (2)


711,626


$
4.40



122,673Total


888,126


$
4.43



876,673Notes:(1)  Represents stock options issued under the 2010 Sharps Compliance Corp. Stock Plan.(2)  Represents stock options issued under the 1993 Sharps Compliance Corp. Stock Plan.(3) The 2010 Stock Plan replaced the 1993 Stock Plan in November 2010.





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ITEM 6.SELECTED FINANCIAL DATA





The following selected historical financial data has been derived from our audited financial statements and should be read in conjunction with the historical Consolidated Financial Statements and related notes (in thousands except earnings per share data):





For the Year Ended June 30,2011


2010


2009


2008


2007Revenues

$
19,395


$
39,156


$
20,297


$
12,841


$
11,956Operating Income (Loss)

$
(4,536
)

$
14,398


$
3,464


$
(1
)

$
727Net Income (Loss)

$
(2,975
)

$
9,356


$
4,197


$
82


$
785Net Income (Loss) per share:Basic

$
(0.20
)

$
0.66


$
0.33


$
0.01


$
0.07Diluted

$
(0.20
)

$
0.63


$
0.30


$
0.01


$
0.06Total Assets

$
30,598


$
31,632


$
15,188


$
5,676


$
4,691Total Debt

$
-


$
-


$
-


$
-


$
2Cash and Cash Equivalents

$
18,280


$
18,068


$
4,792


$
2,035


$
2,134Working Captial

$
20,226


$
21,617


$
4,566


$
1,896


$
1,968Total Shareholder's Equity

$
25,865


$
26,941


$
9,570


$
2,886


$
2,169


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ITEM 7.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 
 The discussion and analysis presented below should be read in conjunction with the consolidated financial statements and related notes appearing elsewhere in this Annual Report on Form 10-K.  See “Information Regarding Forward Looking Statements.”
 
 RESULTS OF OPERATIONS
 The following analyzes changes in the consolidated operating results and financial condition of the Company during the twelve months ended June 30, 2011, 2010 and 2009, respectively. The following table sets forth, for the periods indicated, certain items from the Company’s Consolidated Statements of Operations (dollars in thousands except for percentages expressed as a percentage of revenues):
 
 Year Ended June 30,2011


%


2010


%


2009


%Revenue

$
19,395



100.0
%

$
39,156



100.0
%

$
20,297



100.0
%Cost of revenues


13,171



67.9
%


15,502



39.6
%


9,841



48.5
%Gross profit


6,224



32.1
%


23,654



60.4
%


10,456



51.5
%SG&A expense


9,837



50.7
%


8,815



22.5
%


6,604



32.5
%Special charge


570



2.9
%


-







-Depreciation and amortization


353



1.8
%


441



1.1
%


388



1.9
%Operating income (loss)


(4,536
)


(23.4
%)


14,398



36.8
%


3,464



17.1
%Other income


45



0.2
%


37



0.1
%


33



0.2
%Net income (loss) before income taxes


(4,491
)






14,435







3,497Income tax expense (benefit)


(1,516
)


(7.8
%)


5,079



13.0
%


(700
)


(3.4
%)Net income (loss)

$
(2,975
)


(15.3
%)

$
9,356



23.9
%

$
4,197



20.7
%
  YEAR ENDED JUNE 30, 2011 AS COMPARED TO YEAR ENDED JUNE 30, 2010
 
 Total revenues for the fiscal year ended June 30, 2011 of $19.4 million decreased by $19.8 million, or 50.5%, over the total revenues for the fiscal year ended June 30, 2010 of $39.2 million.  Billings by market are as follows (in thousands):
 
 Year Ended June 30,2011


2010


Variance(Unaudited)


(Unaudited)


(Unaudited)BILLINGS BY MARKET:Home Health Care

$
6,859


$
6,543


$
316Retail


4,641



4,338



303U.S. Government Contract


2,089



23,200



(21,111
)Core Government


699



642



57Professional


2,007



1,644



363Assisted Living/ Hospitality


1,287



1,015



272Pharmaceutical


304



742



(438
)Other


1,619



1,284



335Subtotal


19,505



39,408



(19,903
)GAAP Adjustment *


(110
)


(252
)


142Revenue Reported

$
19,395


$
39,156


$
(19,761
)
  19
 Table of Contents
  *Represents the net impact of the revenue recognition adjustment required to arrive at reported generally accepted accounting principles (“GAAP”) revenue.  Customer billings include all invoiced amounts associated with products shipped during the period reported.  GAAP revenue includes customer billings as well as numerous adjustments necessary to reflect, (i) the deferral of a portion of current period sales and (ii) recognition of certain revenue associated with products returned for disposal or treatment.  The difference between customer billings and GAAP revenue is reflected in the Company’s balance sheet as deferred revenue.  See Note 2 “Revenue
Recognition” in “Notes to Consolidated Financial Statements”.
 
 This Annual Report on Form 10-K contains certain financial information not derived in accordance with GAAP, including customer billings information.  The Company believes this information is useful to investors and other interested parties as customer billings represents all invoiced amounts associated with products shipped during the period reported.  Such information should not be considered as a substitute for any measures derived in accordance with GAAP, and may not be comparable to other similarly titled measures of other companies.  Reconciliation of this information to the most comparable GAAP measures is included above.
 
 The decrease in revenues is primarily attributable to decreased billings in the U.S. Government Contract ($21.1 million) and Pharmaceutical ($0.4 million) markets. These decreases in billings were partially offset by increased billings in the Professional ($0.4 million), Home Health Care ($0.3 million), Retail ($0.3 million), Other ($0.3 million) and Assisted Living/Hospitality ($0.3 million) markets. U.S. Government Contract billings are associated with the Company’s contract with a major U.S. government agency announced in February 2009. The current year billings were for maintenance and the prior year billings include (i) $22.4 million recognized in the first half of fiscal year 2010 for the sale of the
Company’s Sharps MWMS to this major U.S. government agency and (ii) $0.8 million recognized in the second half of fiscal year 2010 attributable to the transition from the product build out to the maintenance phase of the Company’s contract with the U.S. government agency. This resulted in a decrease in billings under this contract of $21.1 million.  The decrease in the Pharmaceutical market billings is due to the timing of customer orders and the discontinuation of one the Company’s patient support programs. The increase in Professional market billings was a direct result of the Company’s targeted telemarketing activities to educate doctors, dentists and veterinarians on the significant cost advantage and the convenience of the SharpsRecovery SystemTM over the
traditional pick-up service. The increase in billings in the Home Health Care market is a result of increased sales to home health care related distributors addressing the growing trend of patient volumes in the home health care industry. The increase in the Retail market billings is due to the initial orders of the Company’s TakeAway Environmental Return SystemTM envelope solution by three large retail pharmacy chains and several food and drug chains to address growing concerns regarding the hazards of unused medications in the home and environment. The increase in the Other category is a result of referrals from the Company’s strategic alliance with a leading hazardous waste solutions provider. The increase in the Assisted Living/ Hospitality market was primarily due to increased sales to existing customers as they realize growth from the aging patient population
using their services as well as an increase in our assisted living facility customer base.
 
 Cost of revenues for the year ended June 30, 2011 of $13.2 million was 67.9% of revenues. Cost of revenues for the year ended June 30, 2010 of $15.5 million was 39.6% of revenues.  The lower gross margin for the fiscal year ended June 30, 2011 of 32.1% (versus 60.4% for the prior fiscal year) was a result of lower volume. The Company, which is largely leveraged on volume, made investments in its infrastructure during the first half of calendar year 2010 in order to provide for the capacity to take on large increases in volume. As a result, the combination of lower volume and greater capacity creates negative leverage and adversely impacts gross margin.
 
 Selling, general and administrative (“SG&A”) expenses for the year ended June 30, 2011 of $9.8 million, increased by $1.0 million, from SG&A expenses of $8.8 million for the year ended June 30, 2010.  The increase in SG&A expense is primarily due to higher (i) professional expenses of $0.4 million (primarily due to regulatory and consulting related fees, legal fees, audit and related fees, and other sales-related consulting fees), (ii) compensation and benefit expense including payroll tax of $0.2 million (primarily due to timing of employee hires and terminations), (iii) costs associated with a legal settlement of $0.35 million and (iv) severance costs of $0.05
million.
 
 Regarding costs associated with a legal settlement included in SG&A expense, the Company settled a suit in which the plaintiff alleged violations of the Telephone Consumer Protection Act. Although the Company believes it did not violate any laws, the Company settled the lawsuit in the interest of avoiding additional legal costs and diverting time and focus from growing the business.
  20
 Table of Contents
  During the first quarter of fiscal year 2011, the Company recorded a special charge of $0.6 million on a pre-tax basis, or $0.02 per diluted loss per share, which represents expenses incurred with the retirement of the Company’s former Chief Executive Officer, Dr. Burton Kunik. The special charge consists of (i) severance-related items totaling $0.5 million, (ii) non-cash stock-based compensation expense of $0.1 million (resulting from accelerated vesting of stock option awards),  and (iii) legal fees related to the separation agreement of  less than $0.1 million. The Company paid Dr. Kunik $0.1 million in September 2010 and $0.4 million in April 2011 related to the expenses noted
above.
 
 The Company generated an operating loss of $4.5 million for the year ended June 30, 2011 compared to an operating income of $14.4 million for the year ended June 30, 2010.  The operating margin was (23.4%) for the year ended June 30, 2011 compared to 36.8% for the year ended June 30, 2010. The decrease in operating income and operating margin is a result of the above mentioned decrease in revenue and operating leverage inherent in the Company’s business model.
 
 The Company generated a loss before tax of $4.5 million for the year ended June 30, 2011 versus income before tax of $14.4 million for the year ended June 30, 2010.  The decrease in income before tax is a result of lower operating income (discussed above).
 
 The Company’s effective tax rate for the year ended June 30, 2011 was 33.8% compared to 35.2% for the year ended June 30, 2010. The Company uses estimates in providing for income taxes on a year to date basis and those estimates may change in subsequent interim periods.
 
 The Company generated net loss of $3.0 million for the year ended June 30, 2011 compared to net income of $9.4 million for the year ended June 30, 2010.  The decrease in net income is a result of lower operating income (discussed above).
 
 The Company reported diluted loss per share of $0.20 for the year ended June 30, 2011 versus diluted earnings per share of $0.63 for the year ended June 30, 2010.  The decrease in diluted earnings per share is a result of a lower net income (discussed above).
  21
 Table of Contents
  YEAR ENDED JUNE 30, 2010 AS COMPARED TO YEAR ENDED JUNE 30, 2009
 
 Total revenues for the fiscal year ended June 30, 2010 of $39.2 million increased by $18.9 million, or 92.9%, over the total revenues for the fiscal year ended June 30, 2009 of $20.3 million.  Billings by market are as follows (in thousands):
 
 Year Ended June 30,2010


2009


Variance(Unaudited)


(Unaudited)


(Unaudited)BILLINGS BY MARKET:U.S. Government Contract

$
23,200


$
6,026


$
17,174Health Care


6,543



7,454



(911
)Retail


4,338



1,933



2,405Professional


1,644



1,059



585Assisted Living/ Hospitality


1,015



917



98Pharmaceutical


742



1,558



(816
)Core Government


642



228



414Other


1,284



1,500



(216
)Subtotal


39,408



20,675



18,733GAAP Adjustment *


(252
)


(378
)


126Revenue Reported

$
39,156


$
20,297


$
18,859
 
 *Represents the net impact of the revenue recognition adjustment required to arrive at reported generally accepted accounting principles (“GAAP”) revenue.  Customer billings include all invoiced amounts associated with products shipped during the period reported.  GAAP revenue includes customer billings as well as numerous adjustments necessary to reflect, (i) the deferral of a portion of current period sales and (ii) recognition of certain revenue associated with products returned for disposal or treatment.  The difference between customer billings and GAAP revenue is reflected in the Company’s balance sheet as deferred revenue.  See Note 2 “Revenue
Recognition” in “Notes to Consolidated Financial Statements”.
 
 This Annual Report on Form 10-K contains certain financial information not derived in accordance with GAAP, including customer billings information.  The Company believes this information is useful to investors and other interested parties as customer billings represents all invoiced amounts associated with products shipped during the period reported.  Such information should not be considered as a substitute for any measures derived in accordance with GAAP, and may not be comparable to other similarly titled measures of other companies.  Reconciliation of this information to the most comparable GAAP measures is included above.
 
 The increase in revenues is primarily attributable to increased billings in the U.S. Government contract ($17.2 million), Retail ($2.4 million), Professional ($0.6 million), and Core Government ($0.4 million) markets. These increases were partially offset by decreased billings in the Health care ($1.0 million), and Pharmaceutical ($0.8 million) markets. The increase in the U.S. Government contract market is a result of a $17.2 million increase in billings related to the sale of the Company’s Sharps®MWMSTM to a major U.S. government agency under the contract announced in February 2009. The increase in the Core Government
market also included $0.2 million related to the support of a major U.S. city immunization program, $0.1 million related to the sales of the TakeAway Environmental Return System as part of the State of Iowa and State of North Dakota funded programs and $41 thousand related to the Company’s U.S. Department of Veterans Affairs Pilot Program. The increase in the billings in the Retail market is a result of, (i) increased market and customer penetration, (ii) a strong 2009 flu shot season (i.e., purchases of the Sharps Recovery SystemTM  (formerly Sharps Disposal By Mail Systems®) by retail clinics and pharmacies who use the products to collect, store and properly treat syringes used to administer flu-related shots including H1N1) , (iii) increased purchases of the Sharps Recovery
SystemTM   solutions used to support community programs, and (iv) fourth quarter Retail billings in preparation of the 2010 flu shot season. The increase in Professional market billings is due to the impact of the Company’s recently launched outbound sales initiative as well as physician, dental, and veterinary offices becoming aware (through the efforts of the Company and its strong distributor network) of the significant cost advantage and the convenience of the Sharps Recovery SystemTM over the traditional pick-up services. The decrease in the Health Care market billings is related to the ordering patterns of the larger home health care customers as well as additional distributor incentives designed to drive future growth in this market. The decrease in the Pharmaceutical market billings is due to the variability in timing associated with the Patient
Support Programs the Company provides to the drug manufacturers and the discontinuance of a major Patient Support Program.
  22
 Table of Contents
  Cost of revenues for the year ended June 30, 2010 of $15.5 million was 39.6% of revenues. Cost of revenues for the year ended June 30, 2009 of $9.8 million was 48.5% of revenues.  The higher gross margin for the fiscal year ended June 30, 2010 of 60.4% (versus 51.5% for the prior fiscal year) was a result of (i) the higher revenue (i.e. higher coverage of fixed cost components in cost of goods sold) and (ii) the mix of products and services sold in fiscal year 2010. This was partially offset with a lower gross margin percentage in the third (24.3%) and fourth (29.4%) quarters, which is a result of (i) products and services sold, (ii) higher operations and treatment facility personnel cost,
and  (iii) increase in the fixed components of cost of sales, namely the operational and treatment facility and infrastructure related cost.
 
 Selling, general and administrative (“SG&A”) expenses for the twelve months ended June 30, 2010 of $8.8 million, increased by $2.2 million, or 33.5%, over the SG&A expenses for the twelve months ended June 30, 2009.  The increase in SG&A expense is primarily due to higher (i) compensation and benefit expense of  $0.6 million primarily due to increased number of employees (increase in year-over-year headcount of 23 of which 15 are focused on sales and marketing-related activities), (ii) payroll tax expense of $0.1 million (primarily related to common stock issued in conjunction with the public offering), (iii) non-cash, stock based compensation expense of $0.5 million
(primarily due to the accrued quarterly expense associated with the award of 51,500 shares of restricted stock of Company common stock to non-employee directors as the equity portion of the fiscal year 2010 Board of Director compensation (vesting over fiscal year 2010) and the award of 560,000 additional stock options, in November 2008, July 2009, and June 2010, to employees, including officers), (iv) professional fees of $0.7 million (primarily due to contract sales personnel, patent preparation and filing expenses, legal fees, regulatory consulting, audit and related fees, and NASDAQ listing fees), (v) costs related to increased sales and marketing-related activities of $0.4 million primarily due to increased sales, advertising, and public relations costs (including the launch of the Company’s new Waste Conversion Process), and (vi) computer and systems-related expenses of $0.2
million (primarily due to an increase in locations and software support). The fourth quarter of fiscal year 2009 was negatively impacted a special charge of $0.5 million which represents expenses incurred with the departure of a former officer of the Company.
 
 The Company generated operating income of $14.4 million for the year ended June 30, 2010 compared to an operating income of $3.5 million for the year ended June 30, 2009.  The operating margin was 36.8% for the year ended June 30, 2010 compared to 17.1% for the year ended June 30, 2009. The increase in operating income and operating margin is a result of the above mentioned increase in revenue and operating leverage inherent in the Company’s business model.
 
 The Company generated income before tax of $14.4 million  (36.9% of revenue) for the year ended June 30, 2010 versus a pre-tax income of $3.5 million (17.2% of revenue) for the year ended June 30, 2009.  The increase in pre-tax income is a result of higher operating income (discussed above).
 
 The Company generated net income of $9.4 million for the year ended June 30, 2010 compared to net income of $4.2 million for the year ended June 30, 2009.  The increase in net income is a result of higher operating income (discussed above). The year ended June 30, 2009 was positively impacted by the reduction in the deferred tax valuation allowance of $1.8 million and corresponding credit to tax expense booked in December 2008.
 
 The Company reported diluted earnings per share of $0.63 for the year ended June 30, 2010 versus diluted earnings per share of $0.30 for the year ended June 30, 2009.  The increase in diluted earnings per share is a result of a higher net income (discussed above). The earnings per share for the year ended June 30, 2010 were adversely impacted by the increase in number of shares used in the computation of  955,974 which was a result of (i) the pro-rated impact of the 577,146 shares of Company common stock issued in conjunction with the public offering (see Note 6), (ii) the pro-rated impact of stock options to purchase 972,874 of common shares (July 1, 2009 through June 30, 2010), (iii) the
issuance of  84,227 shares of restricted shares and (iv) impact on diluted shares of the higher stock price.
  23
 Table of Contents
  PROSPECTS FOR THE FUTURE
 
 The Company continues to take advantage of the many opportunities in the markets served as communities, consumers, government and health care and commercial organizations become more aware of the need for the proper treatment of medical sharps waste, used healthcare materials and used dispensed medications. The Centers for Disease Control and Prevention (the “CDC”) and the EPA estimate that there are over three billion used syringes disposed of annually outside of the hospital setting in the United States. The Company estimates that it would require 30 to 50 million Sharps Recovery SystemTM (formerly Sharps Disposal by Mail
System®) products to properly dispose of all such syringes, which would equate to a market opportunity of $1 billion. There are an estimated 800,000 doctors, dentists, veterinarians, clinics, tattoo parlors and other businesses in the country that generate smaller quantities of medical waste, including used syringes. These offices and facilities, which must demonstrate proper management of their medical waste, comprise a market opportunity of approximately $600 million, based on estimates of using our solution offerings rather than the traditional pick-up service in what we characterize as a regulated market. Additionally, an estimated 40% of the four billion dispensed medication prescriptions go unused every year in the United States generating an estimated 200 million pounds of unused medication waste.
The Company estimated the market opportunity for the proper recovery and management of the unused medications to be at least $1 billion per year.
 
 The Company continues to develop new solution offerings including the Complete NeedleTM Collection and Disposal System(designed for the traditional under-served home self-injector), the Sharps Medical Waste Management SystemTM, the TakeAway line of products for unused medications (including TakeAway Environmental Return SystemTM ), the Medical/Professional TakeAway Recovery SystemTM and the RX TakeAway Recovery and Reporting System which offers the collection, storage, audit, witnessed treatment and documentation of unused medications such as flu vaccines, Tamiflu, and Relenza. These innovative product and
service offerings allow us to gain further sales from existing customers as well as gain new customers who have a need for more comprehensive products. The Company continues to develop solution offerings designed to facilitate the proper and cost effective solutions for management of medical waste, used healthcare materials and unused dispensed medication to better serve our customers and the environment. The Company believes its future growth will be driven by, among other items: (i) the convergence of issues regarding the environment, the cost of health care and changes in our health care delivery system and cost-savings initiatives which influence the decision process of our customers, (ii) the effects of the Company’s extensive multi-layered marketing and awareness efforts and (iii) the Company’s leadership
position in the development and sales of products and services designed for the proper and cost effective solutions for management of medical waste, used healthcare materials and unused dispensed.
 
 In August 2011, the Company introduced the Complete NeedleTM Collection and Disposal System which is focused on the traditional under-served home self-injector required to regularly use needles or syringes for their health and well-being, such as people with diabetes. The Complete NeedleTM Collection and Disposal System is actually two offerings in one.  First, the product provides the individual self-injector with a reasonably priced containment solution designed to protect self-injectors and their family members.  Second, the product includes an optional disposal feature utilizing the USPS designed to protect the individual’s community, solid waste workers and the environment.
The solution offers significant convenience as it utilizes the same delivery channel, the retail pharmacy, that the self-injector typically uses to obtain medications, for example, insulin, and needles or syringes. The solution is also designed to enhance the interaction between the pharmacist and the individual thereby creating counseling opportunities and possibly better treatment outcomes.
 
 The Sharps®MWMSTM, a Medical Waste Management System (“MWMS”), is a comprehensive medical waste and dispensed medication solution which includes an array of products and services necessary to effectively collect, store and treat medical waste and unused dispensed medication outside of the hospital or large health care facility setting. In February 2009, the Company announced a $40 million contract (the “U.S. Government Contract”) award to provide its Sharps®MWMSTM to a major U.S. government agency. The total
contract is expected to be executed over a five year period (one year plus four option years). On February 1, 2009, the Company received a purchase order for $28.5 million ($6.0 million of which was recognized in fiscal year 2009, $22.5 million was recognized in the first half of fiscal year 2010). In January 2010, Sharps was awarded the first option year (ending January 31, 2011) valued at approximately $1.6 million and was recognized from February 1, 2010 through January 31, 2011. In January 2011, Sharps was awarded the second option year (ending January 31, 2012) valued at approximately $3.0 million and is to be recognized from February 1, 2011 through January 31, 2012. There is expected to be approximately $3.0 million in revenue in calendar year 2011 for the maintenance component of the contract including $1.5 million in the second half of calendar year 2011. The remaining two
option years are expected to be approximately $3.0 million per contract year. Although, the Company believes the amounts above to be reasonable based upon the underlying contract and its current project plan, it makes no assurances regarding the actual recognition of revenue by fiscal year, which could vary significantly from that noted above. The successful launch of this program demonstrates the attractiveness of our integrated, full-service system that enables government agencies and commercial organizations to completely outsource the planning and execution of their emergency preparedness and disaster relief planning as it relates to medical waste handling and rapid response capabilities.  In addition to the Sharps®MWMSTM, we continue to add similar full-service, patient support programs with major pharmaceutical manufacturers whereby we provide a customized
Sharps Recovery SystemTM (formerly Sharps Disposal by Mail System®) along with fulfillment, inventory management, storage and data services, as well as provide critical patient usage data that assists the manufacturers in assessing drug effectiveness and compliance.
  24
 Table of Contents
  In January 2010, the Company announced a pilot program with the United States Department of Veterans Affairs (“VA”). The program was launched within the VA Capitol Health Care Network (“Veterans Integrated Service Network 5” or “VISN 5”), which provided quality health care for eligible veterans in Maryland and portions of Virginia, West Virginia, and Pennsylvania, as well as the District of Columbia.  The pilot allowed each of the participating medical centers within the VISN 5 region, both inpatient and outpatient, to provide the Sharps Recovery SystemTM (formerly known as the
Sharps® Disposal By Mail System®) and the TakeAway Environmental Return SystemTM solutions to their patients.  Since its original launch, the pilot program expanded to include eight VISN’s (encompassing twenty-two states plus the District of Columbia). There are a total of twenty-three VISN’s in the VA System. The VISN network is part of the Veterans Health Administration which encompasses the largest integrated health care system in the United States, consisting of 153 medical centers, in addition to numerous community based outpatient clinics, community living centers and Vet Centers. Together these health care facilities provide comprehensive care to over 5.5 million Veterans each year. As of
June 30, 2011, the VA pilot program is winding down as the VA evaluates a broad roll-out program that would make our solutions available across all VISN’s.
 
 The Company believes the pace of regulation of sharps and unused dispensed medications disposal is gaining momentum at both the state and federal level. In December 2004, the U. S. Environmental Protection Agency (“EPA”) issued its new guidelines for the proper disposal of medical sharps, revising the previous guidance that advised patients to dispose of used syringes in the trash (see http://www.epa.gov/wastes/nonhaz/industrial/medical/med-govt.pdf). Additionally, in July 2006 both the states of California and Massachusetts passed legislation designed to mandate appropriate disposal of sharps waste necessary to protect the general
public and workers from potential exposure to contagious diseases and health and safety risks. In April 2011, the U.S. Senate re-introduced a bill (S.725) which, if enacted, would provide for Medicare reimbursement, under part D, for the safe and effective disposal of used needles and syringes. To protect citizens and waste workers from needle stick injuries, eighteen states and the District of Columbia (covering 43% of the U.S. population) restrict or have introduced legislation to restrict discarding used sharps into household trash and twenty-nine states and the District of Columbia (covering 65% of the U.S. population) have enacted or introduced legislation to regulate the disposal of consumer unused medications to reduce pollution of the environment. As state and federal enforcement of these statutes increases, more companies will turn to solutions such as ours to help manage their
medical waste and regulatory compliance. The Company believes it is well positioned to benefit given our strict adherence to established standards and extensive documentation and records.
 
 The Company’s growth strategies are focused on the Retail, Pharmaceutical, Professional and Government (both Core and U.S. Government contract) markets. The Company also serves the Home Health Care, Assisted Living/Hospitality and Other markets. Excluding the impact of the U.S. Government contract (which had decreased billings due to the expected conversion from the production to the maintenance phase of the contract), customer billings grew 7.5% due to increases in all core markets except for Pharmaceutical, which can be variable based on the timing of programs. Although the Pharmaceutical market did not experience growth in the year ended June 30, 2011, the Company expects growth in the future from two new
patient support program awards announced in August 2011 which will launch in the December 2011 quarter and roll out over the following six-to-nine month period.
 
 The Company currently has a cash balance of $18.3 million and no debt as of June 30, 2011. Under the Company’s Credit Agreement (“the Credit Agreement”) with Wells Fargo, National Association, the Company had no outstanding borrowings, $106 thousand in letters of credit outstanding, and $4.9 million of credit available.
  25
 Table of Contents
  LIQUIDITY AND CAPITAL RESOURCES
 
 Cash Flow
 
 Cash and cash equivalents increased by $0.2 million to $18.3 million at June 30, 2011 from $18.1 million at June 30, 2010.The increase in cash is due to the excess tax benefit of $1.0 million from stock-based award activity, partially offset by capital expenditures and additions to intangible assets of $0.9 million.
  Accounts receivable increased by $1.0 million to $3.0 million at June 30, 2011 from $2.0 million at June 30, 2010. The increase is due to higher billings in June 2011.
 
 Prepaid and other current assets decreased by $2.5 million to $0.9 million at June 30, 2011 from $3.4 million at June 30, 2010. The decrease is primarily due to a $2.7 million federal income tax refund received in April 2011.
 
 Property, plant and equipment, net decreased by $0.3 million to $5.3 million at June 30, 2011 from $5.6 million at June 30, 2010. The decrease in property, plant and equipment is related to depreciation expense of $1.0 million partially offset by capital expenditures of $0.7 million. The capital expenditures are attributable primarily to the purchase of, (i) computer equipment, new website project, and custom software programming of $0.3 million, (ii) manufacturing and assembly equipment including molds, dies and printing plates of $0.1 million primarily for new product development, (iii) treatment facility improvement of $0.1 million including a new boiler for the incinerator, (iv) general office improvements for
the completion of the recently expanded corporate office of $0.1 million and (v) improvements on generator and circuits of $0.1 million.
 
 Accounts payable decreased by $0.2 million to $1.0 million at June 30, 2011 from $1.2 million at June 30, 2010.  The decrease is a result of the timing of payments.
 
 Accrued liabilities increased by $0.2 million to $1.3 million at June 30, 2011 from $1.1 million at June 30, 2010. The increase is primarily due to the legal settlement of $0.35 million offset by year end payroll accrual reduction of $0.18 million due to timing of pay periods.
 
 Stockholders’ equity decreased by $1.0 million to $25.9 million at June 30, 2011 from $26.9 million at June 30, 2010.  This decrease is primarily attributable to a net loss for the year ended June 30, 2011 of $3.0 million. The impact was partially offset by, (i) the effect on equity (credit) of non-cash stock based award expense of $0.9 million and (ii) the excess tax benefits from stock-based award activity of $1.0 million.
 
 Off -Balance Sheet Arrangements
 
 The Company entered into certain off-balance sheet arrangements in the ordinary course of business that result in risks not directly reflected in our balance sheets. The Company’s most significant off-balance sheet transactions include commitments associated with non-cancelable operating leases (See Note 8 Commitments and Contingencies). The Company has other off-balance sheet obligations involving letters of credit (See Note 4 Notes Payable and Long-Term Debt).
 
 The Company entered into non-cancelable operating leases for certain of our facility, vehicle and equipment needs. These leases allow us to conserve cash by paying a monthly lease rental fee for use of facilities, vehicles and equipment rather than purchasing them. At the end of the lease, we have no further obligation to the lessor. If we decide to cancel or terminate a lease before the end of its term, we would typically owe the lessor the remaining lease payments under the term of the lease.
 
 The contractual obligations related to minimum lease payments under non-cancelable operating leases as of June 30, 2011 are as follows (in thousands):
 
 Twelve Months Ending June 30,2012


2013


2014


2015


TotalOperating lease obligations

$
1,424



1,437



1,436



770


$
5,067
  26
 Table of Contents
  Credit Facility
 
 The Company’s Credit Agreement (the “Credit Agreement”) with Wells Fargo Bank, National Association provides for a two-year, $5.0 million line of credit facility, the proceeds of which may be utilized for: (i) working capital, (ii) capital expenditures, (iii) letters of credit (up to $500,000), (iv) acquisitions (up to $1,000,000) and (v) general corporate purposes. As of June 30, 2011, the Company had no outstanding borrowings, $106 thousand in letters of credit outstanding, and $4.9 million of credit available.
 
 Indebtedness under the Credit Agreement is secured by substantially all of the Company’s assets. Borrowings bear interest at either (i) a fluctuating rate per annum equal to LIBOR plus a margin of 250 basis points or (ii) at the Company’s option, a fixed rate for a 30, 60, or 90 day period set at the option date’s LIBOR plus a margin of 250 basis points. Any outstanding revolving loans, and accrued and unpaid interest, will be due and payable on July 15, 2012, the maturity date of the Credit Agreement. The Company pays a fee of 0.2% per annum on the unused amount of the line of credit. We estimate that the interest rate applicable to the borrowings under the Credit Agreement would be
approximately 2.7% as of June 30, 2011.
 
 The Credit Agreement contains affirmative and negative covenants that, among other things, require the Company to maintain a minimum level of tangible net worth of $21 million and not exceed a ratio of liabilities to tangible net worth of 1.0 to 1.0. As of June 30, 2011, we are in compliance with all financial covenants. The Credit Agreement also contains customary events of default. Upon the occurrence of an event of default that remains uncured after any applicable cure period, the lenders’ commitment to make further loans may terminate and the Company may be required to make immediate repayment of all indebtedness to the lenders.
 
 Management believes that the Company’s current cash resources (cash on hand and cash generated from operations) along with its $5.0 million line of credit with Wells Fargo Bank will be sufficient to fund operations for the twelve months ending  June 30, 2012.
 
 Treatment Facility
 
 The Company’s treatment facility in Carthage, Texas includes an incinerator which is currently permitted at a capacity of eleven tons per day. In February 2009, the Company installed an autoclave system and technology capable of treating up to seven tons per day of medical waste at the same facility.  Autoclaving is a process that treats medical waste with steam at high temperature and pressure to kill pathogens.  The autoclave is a technology that is a cost-effective alternative to traditional incineration.  It also supplements the treatment capacity of the Company and is an integral part of the treatment operations as the Company utilizes both incineration and autoclave
technology in its day-to-day operations. The autoclave system is not impacted by the EPA amended Clean Air Act (discussed below). With the addition of the autoclave, the Company believes it owns one of only approximately ten permitted commercial treatment facilities in the country capable of treating all types of medical waste.
 
 In November 2005 and September 2009, the EPA and the Texas Commission on Environmental Quality promulgated new regulations under the Clean Air Act and associated state statutes which will affect the operations of the incineration facility located in Carthage, Texas.  These regulations modify the emission limits and monitoring procedures required to operate an incineration facility.  The new rules will necessitate changes to the Company’s owned incinerator and pollution control equipment at the facility or require installation of an alternative treatment method to ensure compliance.  These regulations will also require the Company to obtain a Title V permit and conduct additional
monitoring. The Company is required to comply with these new standards by the end of 2012. Such changes will require the Company to incur capital expenditures in order to meet the requirements of the regulations.  The Company has studied these amended regulations and their options, and decided in the interim to move forward with the process of adding alternative technology, autoclaving, which meets the EPA Clean Air Act requirements, for medical waste disposal which became fully operational in February 2009 at its current facility in Carthage, Texas.  Autoclaving is a process that treats regulated waste with steam at high temperature and pressure to kill pathogens.  Combining the autoclaving with a shredding or grinder process allows the waste to be disposed in a landfill operation.  The Company believes autoclaving is environmentally cleaner and
a less costly method of treating medical waste than incineration. Due to its continued growth, the Company anticipates that it will incur additional capital expenditures needed in order to meet the new air emission regulations. The additional capital expenditures are not expected to exceed $1.0 million. The Company expects capital expenditures related to these new regulations to be made by the end of the first half of fiscal year 2013.
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  INFLATION
 
 The Company does not believe that inflation has had a material effect on the results of operations during the past three years.  However, there can be no assurance that the Company’s business will not be affected by inflation in fiscal year 2012 and beyond.
 
 CRITICAL ACCOUNTING POLICIES
 
 Revenue Recognition:  The Company recognizes revenue from product sales when goods are shipped or delivered, and title and risk of loss pass to the customer except for those sales via multiple-deliverable arrangements. Provisions for certain rebates, product returns and discounts to customers are accounted for as reductions in sales in the same period the related sales are recorded.
  Product discounts granted are based on the terms of arrangements with direct, indirect and other market participants, as well as market conditions, including prices charged by competitors. Rebates are estimated based on contractual terms, historical experience, trend analysis and projected market conditions in the various markets served.
 
 The Company recognizes revenue in accordance with guidance on revenue recognition of multiple-element arrangements.  On July 1, 2010, the Company adpoted ASU No. 2009-13 which further clarifies guidance on revenue recognition for multiple-deliverable revenue arrangements, changing the way it allocated arrangement consideration to the separate units of accounting. Under this guidance, certain products offered by the Company have revenue producing components that are recognized over multiple delivery points (Sharps Recovery SystemTM (formerly the Sharps Disposal by Mail Systems®) and various TakeAway Environmental
Return System referred to as “Mailbacks” and Sharps® Pump and Asset Return Boxes, referred to as “Pump Returns”) and can consist of up to three separate elements, or units of measure, as follows: (1) the sale of the compliance and container system, (2) return transportation and (3) treatment service.
 
 Prior to July 1, 2010, the individual fair value of the transportation and treatment services were determined by the sales price of the service offered by third parties, with the fair value of compliance and container being the residual value. Beginning July 1, 2010, under the relative selling price methodology, an estimated selling price is determined for all deliverables that qualify for separate units of accounting.  The actual consideration received in a multiple-deliverable arrangement is then allocated to the units based on their relative sales price.  Because an estimated selling price must be set for each unit, the residual method used previously by the Company to allocate consideration
to the compliance and container system is no longer allowed.  The selling price for the transportation revenue and the treatment revenue, which utilized third party evidence, did not change from the prior method.  The Company estimated the selling price of the compliance and container system based on the product and services provided including compliance with local, state and Federal laws, adherence to stringent manufacturing and testing requirements, safety to the patient and the community as well as storage and containment capabilities.
 
 Revenue for the sale of the compliance and container is recognized upon delivery to the customer, at which time the customer takes title and assumes risk of ownership.  Transportation revenue is recognized when the customer returns the compliance and container system and the container has been received at the Company’s facility.  The compliance and container system is mailed or delivered by an alternative logistics provider to the Company’s facility.  Treatment revenue is recognized upon the destruction or conversion and proof of receipt and treatment having been performed on the container.  Since the transportation element and the treatment elements are
undelivered services at the point of initial sale of the compliance and container, transportation and treatment revenue is deferred until the services are performed.  The current and long-term portions of deferred revenues are determined through regression analysis and historical trends.  Furthermore, through regression analysis of historical data, the Company has determined that a certain percentage of all compliance and container systems sold may not be returned.  Accordingly, a portion of the transportation and treatment elements are recognized at the point of sale.
 
 The Company has calculated the change in revenue assigned to each of the units of accounting under the relative selling price methodology as compared to using the residual allocation method and determined that the change is not material. The Company has determined that the implementation of ASU No. 2009-13 did not have a material effect on the consolidated financial statements when compared to its previous revenue recognition methodology.
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  Stock-Based Compensation: The Company accounts for stock-based compensation under guidance which establishes accounting for equity instruments exchanged for employee services.  Under this guidance, stock-based compensation cost is measured at the grant date, based on the calculated fair value of the award, and is recognized as an expense over the employee’s requisite service period (generally the vesting period
of the equity grant).  Total stock-based compensation expense for the fiscal years ended June 30, 2011, 2010 and 2009, was $871 thousand ($67 thousand included in cost of revenues and $804 thousand included in general and administrative expenses in the Company’ consolidated statement of operations), $980 thousand ($52 thousand included in cost of revenues and $928 thousand included in general and administrative expenses in the Company’s consolidated statement of operations) and  $704 thousand (included in general and administrative expenses in the Company’s consolidated statement of operations), respectively.  The guidance requires any reduction in taxes payable resulting from tax deductions that exceed the recognized tax benefit associated with compensation expense (excess tax benefits) to be classified as financing cash flows and as an
increase to additional paid in capital.  The Company included $1.0 million, $1.1 million and $15 thousand of excess tax benefits in its cash flows from financing activities for the fiscal years ended June 30, 2011, 2010 and 2009, respectively.
 RECENTLY ISSUED ACCOUNTING STANDARDS
 
 In July 2010, the FASB issued guidance expanding disclosure requirements related to receivables. The guidance was issued to provide financial statement users with greater transparency about an entity’s allowance for credit losses and the credit quality of its financing receivables. The guidance is for receivables, off-balance sheet credit exposures and foreclosed and repossessed assets. The Company’s summary of significant accounting policies shall now include: (i) basis for accounting for loans, trade receivables, and lease financing (including those classified as held for sale), (ii) method used in determining the lower of cost or fair value of nonmortgage loans held for sale, (iii) classification
and method of accounting for interest-only strips, loans and other receivables and (iv) method for recognizing interest income on loan and trade receivables.
 
 In addition, the allowance for credit losses, the allowance for doubtful accounts, and as applicable any unearned income, any unamortized premiums and discounts, and any net unamortized deferred fees and costs, shall be disclosed in the financial statements. The Company adopted this guidance, as required for both interim and annual reporting periods, effective December 15, 2010. The adoption of this guidance does not impact the Company’s consolidated results of operations or financial position. The Company has included its Accounts Receivable policy in Note 2 – Summary of Significant Accounting Policies.
 
 ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
 
 The Company does not have exposure to significant financial market risk including commodity price risk, foreign currency exchange risk or interest rate risk. Management does not use derivative instruments. The Company has limited exposure to changes in interest rates due to its lack of indebtedness.  The Company maintains a credit agreement under which we may borrow funds in the future. The Company does not currently forsee any borrowing needs.
 
 ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
 
 The consolidated financial statements of the Company and the notes thereto, and the related report of the Company’s independent registered public accounting firm thereon are referenced as pages F-1 to F-20 and are included herein by reference.
 
 ITEM 9. CHANGESIN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
 
 None.
 
 ITEM 9A.  CONTROLSANDPROCEDURES
 
 Evaluation of Disclosure Controls and Procedures
 
 The Company maintains "disclosure controls and procedures," as such term is defined in Rule 13a-15(e) under the  Exchange Act, that are designed to ensure that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the SEC rules and forms, and that such information is accumulated and communicated to management, including the Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), as appropriate, to allow timely decisions regarding required disclosure. The Company conducted an evaluation (the "Evaluation"), under the supervision and with the participation of the CEO and CFO,
of the effectiveness of the design and operation of our disclosure controls and procedures ("Disclosure Controls") as of June 30, 2011 pursuant to Rules 13a-15(e) and 15d-15(e) of the Exchange Act. Based on this Evaluation, the CEO and CFO concluded that our Disclosure Controls were effective as of June 30, 2011.
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  Changes in Internal Controls
 
 During the quarter ended June 30, 2011, there were no changes in the Company’s internal controls over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act), that have materially affected, or are reasonably likely to materially affect the Company’s internal control over financial reporting.
 
 CEO and CFO Certifications
 
 Appearing immediately following the Signatures section of this report are certifications of the CEO and the CFO. The Certifications are required in accordance with Section 302 of the Sarbanes-Oxley Act of 2002 (the Section 302 Certifications). This Item of this Annual Report on Form 10-K, which you are currently reading is the information concerning the Evaluation referred to in the Section 302 Certifications and this information, should be read in conjunction with the Section 302 Certifications for a more complete understanding of the topics presented.
 
 Management's Report on Internal Control over Financial Reporting
 
 The Company’s management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rules 13a-15(f) and 15d-15(f). The Company's internal control over financial reporting is a process designed to provide reasonable assurance to our management and board of directors regarding the reliability of financial reporting and the preparation of the financial statements for external purposes in accordance with accounting principles generally accepted in the United States.
 
 The internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use,
or disposition of the Company's assets that could have a material effect on the financial statements.
 
 Because of its inherent limitations, internal controls over financial reporting may not prevent or detect misstatements. All internal control systems, no matter how well designed, have inherent limitations, including the possibility of human error and the circumvention of overriding controls. Accordingly, even effective internal control over financial reporting can provide only reasonable assurance with respect to financial statement preparation. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
 
 The Company’s management assessed the effectiveness of the internal control over financial reporting as of June 30, 2011. In making this assessment, it used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) inInternal Control-Integrated Framework. Based on the assessment, the Company’s management concluded that, as of June 30, 2011, the Company's internal control over financial reporting was effective based on those criteria.
 
 The Company’s internal control over financial reporting as of June 30, 2011 has been audited by UHY LLP, an independent registered public accounting firm, as stated in their report which appears herein.
 
 ITEM 9B. OTHER INFORMATION
 
 None.
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  PART III
 
 ITEM 10.  DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE
 
 The information required by this Item is incorporated herein by reference to the information under the caption “Management” of the Registrant’s definitive Proxy Statement to be filed pursuant to Regulation 14A with the SEC relating to its Annual Meeting of Stockholders to be held on November 17, 2011.
 
 Section 16(a) Beneficial Ownership Reporting Compliance
 
 Section 16(a) of the Exchange Act, as amended, requires the Company’s executive officers and directors, and persons who beneficially own more than 10% of the Company’s equity securities, to file reports of security ownership and changes in such ownership with the SEC. Officers, directors and greater than 10% beneficial owners also are required by SEC regulations to furnish the Company with copies of all Section 16(a) forms they file.
 
 To the Company’s knowledge, based solely on review of the copies of such reports furnished to the Company, during the fiscal year ended June 30, 2011, all Section 16(a) filing requirements applicable to its officers, directors and greater than 10% beneficial owners were complied with.
 
 The Audit Committee
 
 The Audit Committee is comprised of certain directors of the Company who are not employees of the Company or any of its subsidiaries.  Messrs. Zerrillo (Chairman), Dalton, and Parker are the current members of the Audit Committee.  The Audit Committee, among other things, meets with the independent auditors and management representatives, recommends to the Board of Directors appointment of independent auditors, approves the scope of audits, interim reviews and other services to be performed by the independent auditors, approves in advance all permissible non-audit services, considers whether the performance of any professional services by the auditors other than services provided in connection
with the audit function could impair the independence of the auditors and reviews the results of audits and interim reviews and the accounting principles applied in financial reporting and financial and operational controls.  The independent auditors have unrestricted access to the Audit Committee and vice versa.
 
 The Board of Directors
 
 The Company’s Board of Directors has determined that Mr. Parker is an independent director who qualifies as an audit committee financial expert, as that term is defined in Item 407(d)(5)(ii) of Regulation S-K.
 
 The Company’s Board of Directors adopted a Code of Ethics for all of our directors, officers and employees, as defined in Item 406 under the Securities Act of 1933, as amended.  The Company’s Code of Ethics was previously an exhibit to the Annual Report on Form 10-K.  Individuals may also request a free copy of the Company’s Code of Ethics from the Company’s investor relations department. Additionally, the Company posted its Code of Ethics on its website (www.sharpsinc.com). The Company intends to disclose any amendments to, or waivers from, the provisions of its Code of Ethics within four business days of
the amendment or waiver within Form 8-K.
 
 ITEM 11. EXECUTIVE COMPENSATION
 
 The information required by this Item is incorporated herein by reference to the information under the captions “Management” and “Executive Compensation” of the Registrant’s definitive Proxy Statement to be filed pursuant to Regulation 14A with the SEC, relating to its Annual Meeting of Stockholders to be held on November 17, 2011.
 
 ITEM 12. SECURITY OWNERSHIP OF CERTAINBENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
 
 The information required by this Item is incorporated herein by reference to the information under the captions “Security Ownership of Management” and “Certain Beneficial Owners” of the Registrant’s definitive Proxy Statement to be filed pursuant to Regulation 14A with the SEC, relating to its Annual Meeting of Stockholders to be held on November 17, 2011.
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  ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE
 
 The information required by this Item is incorporated herein by reference to the information under the caption “Certain Relationships and Related Transactions” of the Registrant’s definitive Proxy Statement to be filed pursuant to Regulation 14A with the SEC, relating to its Annual Meeting of Stockholders to be held on November 17, 2011.
 
 ITEM 14.  PRINCIPAL ACCOUNTANT FEES AND SERVICES
 
 The information required by this Item is incorporated herein by reference to the Registrant’s definitive Proxy Statement to be filed pursuant to Regulation 14A with the SEC relating to its Annual Meeting of Stockholders to be held on November 17, 2011.
 
 PART IV
 
 ITEM 15. EXHIBITSAND FINANCIAL STATEMENT SCHEDULES
 Exhibit Number

Description of Exhibit2.1

Agreement and Plan of Reorganization between U.S. Medical Systems, Inc., Sharps Compliance, Inc. and its Stockholders, dated February 27, 1998 (incorporated by reference to Exhibit 2.1 to the Registrant’s Current Report on Form 8-K, filed March 5, 1998).3.1

Bylaws of Company (incorporated by reference from Exhibit 3.4 to Form 10-KSB, dated June 30, 1994).3.2

Amended and Restated Certificate of Incorporation of U.S. Medical Systems, Inc. (incorporated by reference from Exhibit 3.5 to the Registrant’s Transition Report on Form 10KSB40 filed on September 29, 1998).3.3

Certificate of Elimination of the Series A 10% Voting Convertible Preferred Stock of Sharps Compliance Corp. (incorporated by reference from Exhibit 3.6 to Form 10-KSB, filed September 29, 1998).3.4

Bylaws of Sharps Compliance Inc (herein referred to as the Corporation) dated May 23, 1994 (incorporated by reference from Exhibit 3.1 to Form 8-K, filed May 10, 2010).3.5

Bylaws of Sharps Compliance Corp (incorporated by reference from Exhibit 3.2 to Form 8-K, filed May 10, 2010).3.6

Amended and Restated Bylaws of Sharps Compliance Corp dated May 23, 1994 (incorporated by reference to Exhibit 3.2 to Form 8-K, filed November 19, 2011).4.1

Specimen Stock Certificate (incorporated by reference from Exhibit 4.4 to Form-10-KSB, filed September 29, 1998).4.2

See Exhibits 3.1, 3.2 and 3.3 for provisions of the Bylaws of the Company, the Articles of Incorporation of the Company and the Certificate of Elimination defining the rights of holders of common shares.10.1

Employment Agreement by and between Sharps Compliance Corp. and Dr. Burt Kunik effective January 1, 2003 (incorporated by reference from Exhibit 10.35 to Form 10-QSB, filed February 13, 2003).*10.2

Executive Employment Agreement by and between Sharps Compliance Corp. and Ronald E. Pierce dated July 14, 2003 (incorporated by reference to Exhibit 10.2 to the Registrant’s Annual Report on Form 10-KSB, filed September 26, 2003).*10.3

Executive Employment Agreement by and between Sharps Compliance Corp. and David P. Tusa dated July 14, 2003 (incorporated by reference to Exhibit 10.4 to the Registrant’s Annual Report on Form 10-KSB, filed September 26, 2003).*10.4

Executive Employment Agreement by and between Sharps Compliance Corp. and Michael D. Archer dated July 14, 2003 (incorporated by reference to Exhibit 10.2 to the Registrant’s Annual Report on Form 10-KSB, filed September 26, 2003).*
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  10.5

Exclusive Distributorship Agreement between Pro-Tec Containers, Inc. and Sharps Compliance, Inc., dated April 1, 1998 (incorporated by reference from Exhibit 10.31 to Form 10-KSB, filed September 29, 1998).10.6

Purchase Agreement between Ivy Green Corporation and Sharps Compliance, Inc., dated June 19, 1998 (incorporated by reference from Exhibit 10.32 to Form 10-KSB, filed September 29, 1998).10.7

Lease Agreement between Lakes Technology Center, Ltd. and Sharps Compliance, Inc., dated August 1, 1998 (incorporated by reference from Exhibit 10.33 to Form 10-KSB, filed September 29, 1998).10.8

Severance Agreement between C. Lee Cooke, Jr. and Sharps Compliance Corp. (formerly known as U.S. Medical Systems, Inc.), dated September 2, 1998 (incorporated by reference from Exhibit 10.34 to Form 10-KSB, filed September 29, 1998).10.9

Employment Agreement Amendment by and between Sharps Compliance Corp. and David P. Tusa dated June 21, 2004 (incorporated by reference from Exhibit 991 to Form 10-QSB, filed November 12, 2004).*10.10

Employment Agreement Amendment by and between Sharps Compliance Corp. and David P. Tusa dated August 19, 2005 (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K, filed August 24, 2005).*10.11

Credit Agreement dated March 27,2006, by and between Sharps Compliance Corp. and JPMorgan Chase Bank, N.A. (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K, filed March 28, 2006).10.12

Line of Credit Note dated March 27, 2006, by and between Sharps Compliance Corp. and JPMorgan Chase Bank, N.A. (incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K, filed March 28, 2006).10.13

Security Agreement dated March 27, 2006, by and between Sharps Compliance Corp. and JPMorgan Chase Bank, N.A. (incorporated by reference to Exhibit 10.3 to the Registrant’s Current Report on Form 8-K, filed March 28, 2006).10.14

Lease Agreement dated as of July 13, 2006, between Sharps Compliance, Inc. and Warehouse Associates Corporate Centre Kirby II, Ltd. (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K, filed July 14, 2006).10.15

Lease Termination Agreement dated as of July 13, 2006, between Sharps Compliance, Inc., Warehouse Associates Corporate Centre Kirby, Ltd. and Warehouse Associates Corporate Centre Kirby II, Ltd. (incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K, filed July 14, 2006).10.16

Amendment to Credit Agreement dated February 5, 2007, by and between Sharps Compliance Corp. and JPMorgan Chase Bank, N.A. (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K, filed February 5, 2007).10.17

Note Modification Agreement dated February 5, 2007, by and between Sharps Compliance Corp. and JPMorgan Chase Bank, N.A. (incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K, filed February 5, 2007).10.18

Restricted Stock Award Agreement dated July 2, 2007, by and between Sharps Compliance Corp. and Ramsay Gillman (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K, filed July 2, 2007).10.19

Letter Agreement by and between Sharps Compliance Corp. and David C. Mayfield dated April 10, 2007 (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K, filed April 10, 2007).*10.20

Letter Agreement by and between Sharps Compliance Corp. and Claude A. Dance dated December 26, 2007 (incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K, filed December 26, 2007).*10.21

Letter Agreement by and between Sharps Compliance Corp. and Al Aladwani dated March 24, 2008 (incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K, filed March 12, 2008).*10.22

Form of Restricted Stock Award Agreement dated June 9, 2008 (incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K, filed June 9, 2008).
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  10.23

Employment Agreement by and between Sharps Compliance Corp. and John Grow dated October 27, 2008 (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K, filed October 31, 2008).*10.24

Lease Agreement dated as of January 30, 2009, between Sharps Compliance, Inc. and Investors, LLC (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K, filed February 3, 2009).10.25

Lease Agreement dated as of January 30, 2009, between Sharps Compliance, Inc. and Park 288 Industrial, LLC (incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K, filed February 3, 2009).10.26

Separation Agreement and Mutual Release of all Claims dated as of April 27, 2009 between Sharps Compliance, Inc. and John Grow (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K, filed May 1, 2009).*10.27

Amended Lease Agreement dated as of May 27, 2009, between Sharps Compliance, Inc. and Park 288 Industrial, LLC (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K, filed June 2, 2009).10.28

Sharps Compliance Corp. 1993 Stock Plan, as amended (incorporated by reference from Annex A     of the Registrant’s Proxy Statement on Schedule 14A, filed October 21, 2008).10.29

Second Amendment to Lease Agreement between Sharps Compliance, Inc. and Warehouse Associates Corporate Centre Kirby II, ltd. (incorporate by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K, filed March 9, 2010).10.30

Amendment to Credit Facility dated March 10, 2010, by and between Sharps Compliance Inc. and JP Morgan Chase, N.A. (incorporate by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K, filed March 11, 2010).10.31

Note Modification Agreement dated March 10,2010, by and between Sharps Compliance Inc. and JP Morgan Chase, N.A. (incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K, filed March 11, 2010).10.32

Employment Agreement by and between Sharps Compliance Corp. and David P. Tusa dated June 14, 2010 (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K, filed June 14, 2010).*10.33

Employment Agreement by and between Sharps Compliance Corp. and Diana P. Diaz dated June 14, 2010 (incorporated by reference to Exhibit 10.3 to the Registrant’s Current Report on Form 8-K, filed June 14, 2010).*10.34

Contract No. V797P-DSNS-9005 dated January 29, 2009 by and between the Department of Veterans Affairs and Sharps Compliance Corp. (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K, filed June 25, 2010).**10.35

Credit Agreement dated July 15, 2010, by and Sharps Compliance, Inc. and Wells Fargo Bank, National Association (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K, filed July 19, 2010).10.36

Line of Credit Note dated July 15, 2010, by and between Sharps Compliance, Inc. and Wells Fargo Bank, National Association (incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K, filed July 19, 2010).10.37

Separation Agreement between Sharps Compliance and Dr. Burton J. Kunik dated September 7, 2011 (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K, filed September 7, 2010).10.38

Consulting Agreement between Sharps Compliance and Dr. Burton J. Kunik dated September 7, 2011 (incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K, filed September 7, 2010).10.39

Sharps Compliance Corp. 2010 Stock Plan dated November 22, 2010 (incorporated by reference to the Registrant’s Form S-8, filed on November 22, 2010).10.40

Employment Agreement by and between Sharps Compliance, Inc. and Ramsey E. Hashem dated December 1, 2010 (incorporated by reference to Exhibit 10.1 and Exhibit 10.2 to the Registrant’s Current Report on Form 8-K, filed December 1, 2010).10.41

Employment Agreement by and between Sharps Compliance, Inc. and Gregory C. Davis dated May 18, 2011 (incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K, filed May 18, 2011).
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  14.10

Sharps Compliance Corp. Code of Ethics (incorporated by reference to Exhibit 14.1 to the Registrant’s Current report on Form 10-KSB, filed September 20, 2004.21.1

Subsidiaries of Sharps Compliance Corp. (filed herewith).23.1

Consent of UHY LLP (filed herewith).31.1

Certification of Chief Executive Officer in accordance with Section 302 of the Sarbanes-Oxley Act (filed herewith).31.2

Certification of Chief Financial Officer in accordance with Section 302 of the Sarbanes-Oxley Act (filed herewith).32.1

Certification of Chief Executive Officer in accordance with Section 906 of the Sarbanes-Oxley Act (filed herewith).32.2

Certification of Chief Financial Officer in accordance with Section 906 of the Sarbanes-Oxley Act (filed herewith).





*
This exhibit is a management contract or a compensatory plan or arrangement.


**
Portions of this exhibit have been omitted pursuant to a request for confidential treatment.





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SIGNATURES





Pursuant to the requirements of Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.




SHARPS COMPLIANCE CORP.Dated: September 1, 2011
By:
/s/ DAVID P. TUSADavid P. TusaChief Executive Officer and President(Principal Executive Officer)





Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.





Dated: September 1, 2011
By:
/s/ DAVID P. TUSADavid P. TusaChief Executive Officer and President(Principal Executive Officer)Dated: September 1, 2011
By:
/s/ DIANA P. DIAZDiana P. DiazVice PresidentChief Financial Officer(Principal Financial Officer)Dated: September 1, 2011
By:
/s/ F. GARDNER PARKERF. Gardner ParkerChairman of the Board Of DirectorsDated: September 1, 2011
By:
/s/ JOHN W. DALTONJohn W. DaltonDirectorDated: September 1, 2011
By:
/s/ PARRIS H. HOLMES, JR.Parris H. Holmes, Jr.DirectorDated: September 1, 2011
By:
/s/ PHILIP C. ZERRILLOPhilip C. ZerrilloDirector





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SHARPS COMPLIANCE CORP. AND SUBSIDIARIES


INDEX TO CONSOLIDATED FINANCIAL STATEMENTS





CONSOLIDATED FINANCIAL STATEMENTS
PAGEReports of Independent Registered Public Accounting Firm
F-2Consolidated Balance Sheets as of June 30, 2011 and 2010
F-4Consolidated Statements of Operations for the Years Ended June 30, 2011, 2010 and 2009
F-5Consolidated Statements of Stockholders’ Equity for the Years Ended June 30, 2011, 2010 and 2009
F-6Consolidated Statements of Cash Flows for the Years Ended June 30, 2011, 2010 and 2009
F-7Notes to Consolidated Financial Statements
F-8





F-1
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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM





Board of Directors and Stockholders


Sharps Compliance Corp.





We have audited the accompanying consolidated balance sheets of Sharps Compliance Corp. (a Delaware corporation) and subsidiaries (collectively, the “Company”) as of June 30, 2011, and 2010, and the related consolidated statements of operations, stockholders’ equity and cash flows for each of the three fiscal years in the period ended June 30, 2011. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.





We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United Sates).  Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement.  An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements.  An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall consolidated financial statement presentation. We believe that our audits provide a reasonable basis for our
opinion.





In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of Sharps Compliance Corp. and subsidiaries as of June 30, 2011, and 2010, and the consolidated results of their operations and their cash flows for each of the three fiscal years in the period ended June 30, 2011, in conformity with accounting principles generally accepted in the United States of America.





We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the effectiveness of Sharps Compliance Corp. and subsidiaries’ internal control over financial reporting as of June 30, 2011, based on criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO), and our report dated September 1, 2011 expressed an unqualified opinion on the effective operation of internal control over financial reporting.





/s/ UHY LLP





Houston, Texas


September 1, 2011





F-2
 Table of Contents





REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM





Board of Directors and Stockholders of


Sharps Compliance Corp.





We have audited Sharps Compliance Corp. (a Delaware corporation) and subsidiaries’ internal control over financial reporting as of June 30, 2011, based on criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in Part II, Item 9A of this Form 10-K. Our responsibility is to express an opinion on the Company’s internal control
over financial reporting based on our audit.





We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United Sates).  Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.





A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted
accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.





Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in condition, or that the degree of compliance with the policies or procedures may deteriorate.





In our opinion, Sharps Compliance Corp. and subsidiaries maintained, in all material respects, effective internal control over financial reporting as of June 30, 2011, based on criteria established in Internal Control – Integrated Framework issued by COSO.





We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of Sharps Compliance Corp and subsidiaries as of June 30, 2011, and 2010, and the related consolidated statements of operations, stockholders’ equity, and cash flows for each of the three fiscal years in the period ended June 30, 2011, and our report dated September 1, 2011 expressed an unqualified opinion on those consolidated financial statements.





/s/ UHY LLP





Houston, Texas


September 1, 2011





F-3
 Table of Contents





SHARPS COMPLIANCE CORP. AND SUBSIDIARIES


CONSOLIDATED BALANCE SHEETS


(in thousands, except share and par value amounts)





June 30,2011


2010ASSETSCURRENT ASSETSCash and cash equivalents

$
18,280


$
18,068Accounts receivable, net of allowance for doubtful accounts of $26 and $21, respectively


3,065



2,033Inventory


1,770



1,738Prepaids and other current assets


857



3,369Deferred income taxes


203



83TOTAL CURRENT ASSETS


24,175



25,291PROPERTY, PLANT AND EQUIPMENT, net


5,350



5,631DEFERRED INCOME TAXES, non-current


748



503INTANGIBLE ASSETS, net of accumulated amortization of $227 and $196, respectively


325



207TOTAL ASSETS

$
30,598


$
31,632LIABILITIES AND STOCKHOLDERS' EQUITYCURRENT LIABILITIESAccounts payable

$
965


$
1,220Accrued liabilities


1,260



1,079Deferred revenue


1,724



1,375TOTAL CURRENT LIABILITIES


3,949



3,674LONG-TERM DEFERRED REVENUE


401



583RENT ABATEMENT


383



434TOTAL LIABILITIES


4,733



4,691COMMITMENTS AND CONTINGENCIESSTOCKHOLDERS' EQUITYCommon stock, $001 par value per share; 20,000,000 shares authorized;15,053,316 and 14,891,754 shares issued and outstanding, respectively


151



149Additional paid-in capital


21,602



19,705Retained earnings


4,112



7,087TOTAL STOCKHOLDERS' EQUITY


25,865



26,941TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY

$
30,598


$
31,632





See accompanying notes to consolidated financial statements





F-4
 Table of Contents





SHARPS COMPLIANCE CORP. AND SUBSIDIARIES


CONSOLIDATED STATEMENTS OF OPERATIONS


(in thousands, except per-share data)





Year Ended June 30,2011


2010


2009REVENUES

$
19,395


$
39,156


$
20,297COSTS AND EXPENSESCost of revenues


13,171



15,502



9,841Selling, general and administrative


9,837



8,815



6,604Special charge


570



-



-Depreciation and amortization


353



441



388TOTAL COSTS AND EXPENSES


23,931



24,758



16,833OPERATING INCOME (LOSS)


(4,536
)


14,398



3,464OTHER INCOME (EXPENSE)Interest income..


55



37



27Other income (expense)


(10
)


-



6TOTAL OTHER INCOME (EXPENSE)


45



37



33INCOME (LOSS) BEFORE INCOME TAXES


(4,491
)


14,435



3,497INCOME TAX EXPENSE (BENEFIT)Current


(1,226
)


3,528



121Deferred


(290
)


1,551



(821
)TOTAL INCOME TAX EXPENSE (BENEFIT)


(1,516
)


5,079



(700
)NET INCOME (LOSS)

$
(2,975
)

$
9,356


$
4,197NET INCOME (LOSS) PER COMMON SHAREBasic

$
(0.20
)

$
0.66


$
0.33Diluted

$
(0.20
)

$
0.63


$
0.30WEIGHTED AVERAGE SHARES USED IN COMPUTING NETINCOME (LOSS) PER COMMON SHARE:Basic


14,944



14,176



12,908Diluted


14,944



14,952



13,996





See accompanying notes to consolidated financial statements





F-5
 Table of Contents





SHARPS COMPLIANCE CORP. AND SUBSIDIARIES


CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY


(in thousands, except share data)





Common Stock


Additional

Paid-in


Retained

Earnings


Total

Stockholders'Shares


Amount


Capital


(Deficit)


EquityBalances, June 30, 2008


12,580,183


$
126


$
9,225


$
(6,466
)

$
2,885Exercise of stock options


435,100



4



447



-



451Change in valuation allowance related to tax benefits of stock compensation


-



-



1,318



-



1,318Stock-based compensation


-



-



704



-



704Issuance of restricted stock


242,224



3



(3
)


-



-Excess tax benefit from stock-based award activity


-



-



15



-



15Net Income


-



-



-



4,197



4,197Balances, June 30, 2009


13,257,507



133



11,706



(2,269
)


9,570Issuance of Common Stock, net of direct expenses


577,146



6



4,867



-



4,873Exercise of stock options


972,874



9



1,064



-



1,073Stock-based compensation


-



-



980



-



980Issuance of restricted stock


84,227



1



(1
)


-



-Excess tax benefit from stock-based award activity


-



-



1,089



-



1,089Net Income


-



-



-



9,356



9,356Balances, June 30, 2010


14,891,754


$
149


$
19,705


$
7,087


$
26,941Exercise of stock options


62,500



1



48



-



49Stock-based compensation


-



-



871



-



871Issuance of restricted stock


99,062



1



(1
)


-



-Excess tax benefit from stock-based award activity


-



-



979



-



979Net Loss


-



-



-



(2,975
)


(2,975
)Balances, June 30, 2011


15,053,316


$
151


$
21,602


$
4,112


$
25,865





See accompanying notes to consolidated financial statements





F-6
 Table of Contents





SHARPS COMPLIANCE CORP. AND SUBSIDIARIES


CONSOLIDATED STATEMENTS OF CASH FLOWS


(in thousands)





Year Ended June 30,2011


2010


2009CASH FLOWS FROM OPERATING ACTIVITIESNet income (loss)..

$
(2,975
)

$
9,356


$
4,197Adjustments to reconcile net income (loss) to net cash provided by operating activities:Depreciation and amortization


1,003



796



418Loss on disposal of fixed assets


10



-



-Stock-based compensation expense


871



980



704Excess tax benefits from stock-based award activity


(979
)


(1,089
)


(15
)Deferred tax expense (benefit)


(290
)


1,551



(821
)Changes in operating assets and liabilities:Increase in accounts receivable, net


(1,032
)


(427
)


(392
)Decrease (increase) in inventory


(32
)


545



(1,701
)Decrease (increase) in prepaid and other current assets


2,512



(2,592
)


(435
)Increase in accounts payable and accrued liabilities


780



50



2,576Increase in deferred revenue


167



112



266NET CASH PROVIDED BY OPERATING ACTIVITIES


35



9,282



4,797CASH FLOWS FROM INVESTING ACTIVITIESPurchase of property, plant and equipment


(702
)


(2,954
)


(2,461
)Additions to intangible assets


(149
)


(87
)


(45
)NET CASH USED IN INVESTING ACTIVITIES


(851
)


(3,041
)


(2,506
)CASH FLOWS FROM FINANCING ACTIVITIESExcess tax benefits from stock-based award activity


979



1,089



15Proceeds from stock offering, net of offering costs


-



4,873



-Proceeds from exercise of stock options


49



1,073



451NET CASH PROVIDED BY FINANCING ACTIVITIES


1,028



7,035



466NET INCREASE IN CASH AND CASH EQUIVALENTS


212



13,276



2,757CASH AND CASH EQUIVALENTS, beginning of year


18,068



4,792



2,035CASH AND CASH EQUIVALENTS, end of year

$
18,280


$
18,068


$
4,792SUPPLEMENTAL CASH FLOW DISCLOSURES:Income taxes paid

$
-


$
5,656


$
11





See accompanying notes to consolidated financial statements





F-7
 Table of Contents





SHARPS COMPLIANCE CORP. AND SUBSIDIARIES


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


JUNE 30, 2011, 2010 and 2009





NOTE 1 - ORGANIZATION AND BACKGROUND





Organization:  The accompanying consolidated financial statements include the financial transactions and accounts of Sharps Compliance Corp. and its wholly owned subsidiaries, Sharps Compliance, Inc. of Texas (dba Sharps Compliance, Inc.), Sharps e-Tools.com, Inc. (“Sharps e-Tools”), Sharps Manufacturing, Inc., Sharps Environmental Services, Inc. (dba Sharps Environmental Services of Texas, Inc.) and Sharps Safety, Inc. (collectively, “Sharps” or the  “Company”).  All significant intercompany accounts and transactions have been eliminated upon consolidation.





Business:  Sharps is a leading full-service provider of cost-effective management solutions for medical waste, used healthcare materials and unused dispensed medications.  These solutions include Sharps Recovery SystemTM (formerly Sharps Disposal by Mail System®), TakeAway Recovery SystemTM, Complete NeedleTM Collection and Disposal System, TakeAway Environmental Return SystemTM, Rx TakeAway Recovery and Reporting SystemTM, Sharps Recovery SystemTM Needle Collection and Mailback Disposal,
Sharps®MWMSTM, Sharps Secure®Needle Collection and Containment System, Pitch-It IVTM Poles, Trip LesSystem®, Sharps® Pump and Asset Return System, IsoWash® Linen Recovery System and Biohazard Spill Clean-Up Kit and Disposal System.





Concentration of Customers and Service Providers:  There is an inherent concentration of credit risk associated with accounts receivable arising from sales to its major customers. For the fiscal year ended June 30, 2011, two customers represented approximately 33% of revenues. Those same two customers represented approximately 22%, or $660 thousand, of the total accounts receivable balance as of June 30, 2011. For the fiscal year ended June 30, 2010, two customers represented approximately 68% of revenues. Those same two customers represented approximately 27%, or $546 thousand, of
the total accounts receivable balance at June 30, 2010.  For the fiscal year ended June 30, 2009, four customers represented approximately 48% of revenues. The Company may be adversely affected by its dependence on a limited number of high volume customers.  Management believes that the risks are mitigated by, (i) the contractual relationships with key customers, (ii) the high quality and reputation of the Company and its products and (iii) the continued diversification of the Company’s products and services into additional markets outside of its traditional health care customer base.





Currently, the majority of Sharps transportation is sourced with the United States Postal Service (“USPS”), which consists of delivering the Sharps® Recovery SystemTM (formerly Sharps Disposal by Mail System®) from the end user to the Company’s facility.  The Company also has an arrangement with United Parcel Service Inc. (“UPS”) whereby UPS transports the Company’s TakeAway Recovery System products from the end user to the Company’s facility. Management believes the risk of dependence on the USPS is mitigated by (i) the arrangement with UPS and (ii) the long-standing
business relationship with and the successful performance by USPS.





NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES





Cash and Cash Equivalents:  The Company considers all highly liquid investments with a maturity of three months or less at the time of purchase to be cash equivalents.





The Company maintains funds in bank accounts that, at times, may exceed the limit insured by the Federal Deposit Insurance Corporation (“FDIC”). The Company also maintains funds in high yield savings accounts, which are FDIC insured up to applicable limits. The risk of loss attributable to these uninsured balances is mitigated by depositing funds only in high credit quality financial institutions.  The Company has not experienced any losses in such accounts.





Accounts Receivable: Accounts receivable consist primarily of amounts due to the Company from normal business activities.  Accounts receivable balances are determined to be delinquent when the amount is past due based on the contractual terms with the customer.  The Company maintains an allowance for doubtful accounts to reflect the expected uncollectibility of accounts receivable based on past collection history and specific risks identified among uncollected accounts.  Accounts receivable are charged to the allowance for doubtful accounts when the Company determines that the receivable will not be collected and/or when
the account has been referred to a third party collection agency. The Company has a history of minimal uncollectible accounts.





F-8
 Table of Contents





SHARPS COMPLIANCE CORP. AND SUBSIDIARIES


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


JUNE 30, 2011, 2010 and 2009





NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)





Inventory:  Inventory consists primarily of finished goods and supplies held for sale and are stated at the lower of cost or market using the average cost method.  At June 30, 2011, total inventory was $1.8 million of which $980 thousand was finished goods and $790 thousand was raw materials. At June 30, 2010, total inventory was $1.7 million of which $933 thousand was finished goods and $805 thousand was raw materials.





Property and Equipment: Property and equipment, including third party software and implementation costs, is stated at cost less accumulated depreciation. Depreciation is computed using the straight-line method based on the estimated useful lives of the assets.  Additions, improvements and renewals significantly adding to the asset value or extending the life of the asset are capitalized. Ordinary maintenance and repairs, which do not extend the physical or economic life of the property or equipment, are charged to expense as incurred. When assets are retired or otherwise disposed of, the cost and related accumulated depreciation are removed
from the accounts, and any resulting gain or loss is reflected in the results of operations for the period.





Computer and software development costs, which include costs of computer software developed or obtained for internal use, all programming, implementation, and costs incurred with developing internal-use software, are capitalized during the development project stage.  External direct costs of materials and services consumed in developing or obtaining internal-use computer software are capitalized.





The Company expenses costs associated with developing or obtaining internal-use software during the preliminary project stage.  Training and maintenance costs associated with system changes or internal-use software are expensed as incurred.  Additionally, the costs of data cleansing, reconciliation, balancing of old data to the new system, creation of new/additional data and data conversion costs are expensed as incurred.





Intangible Assets:  Intangible assets consist of, (i) permit costs related to the Company’s incineration facility in Carthage, Texas, (ii) three patents, two acquired in June 1998 and one in November 2003, and (iii) defense costs related to certain existing patents. The permit costs are being amortized over the estimated life of the incinerator facility.  The one patent acquired in November 2003 is being amortized over its estimated useful life of seventeen years. During the fiscal years ended June 30, 2011, 2010 and 2009, the Company recorded amortization expense of $31 thousand, $28 thousand and $26 thousand,
respectively.





As of June 30, 2011, future amortization of intangible assets is as follows (in thousands):





Year Ending  June 30,2012

$
302013


162014


82015


82016


8Thereafter


255$
325





Stock-Based Compensation: The Company accounts for stock-based compensation under guidance which establishes accounting for equity instruments exchanged for employee services.  Under this guidance, stock-based compensation cost is measured at the grant date, based on the calculated fair value of the award, and is recognized as an expense over the employee’s requisite service period (generally the vesting period of the equity grant).  Totalstock-based compensation expense for the fiscal years ended June 30, 2011, 2010 and 2009, was $871 thousand ($67 thousand
included in cost of revenues and $804 thousand included in general and administrative expenses in theCompany’s consolidated statement of operations), $980 thousand ($52 thousand included in cost of revenues and $928 thousand included in general and administrative expenses in the Company’s consolidated statement of operations) and $704 thousand (included in general and administrative expenses in the Company’s consolidated statement of operations), respectively. The guidance requires any reduction in taxes payable resulting from tax deductions that exceed the recognized tax benefit associated with compensation expense (excess tax benefits) to be classified as financing cash flows and as an increase to additional paid in
capital.  The Company included approximately $1.0 million, $1.1 million and $15 thousand of excess tax benefits in its cash flows from financing activities for the fiscal years ended June 30, 2011, 2010 and 2009, respectively.





F-9
 Table of Contents





SHARPS COMPLIANCE CORP. AND SUBSIDIARIES


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


JUNE 30, 2011, 2010 and 2009





NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)




The Company estimates the fair value of stock options using the Black-Scholes valuation model.  Key input assumptions used to estimate the fair value of stock options include the exercise price of the award, the expected option term, the expected volatility of the Company’s stock over the option’s expected term, the risk free interest rate over the option’s expected term, and the Company’s expected annual dividend yield. The risk free interest rate is derived using the U.S. Treasury yield curve in effect at date of grant.  Volatility, expected life and dividend yield are based on historical experience and activity.  The Company believes that the valuation
technique and the approach utilized to develop the underlying assumptions are appropriate in calculating the fair values of the Company’s stock options granted during the fiscal year ended June 30, 2011.  Estimates of fair value are not intended to predict actual future events or the value ultimately realized by persons who receive equity awards.


The fair value of the Company’s stock options was estimated on the grant date using the Black-Scholes option-pricing model with the following assumptions:





Year Ended June 30,2011


2010


2009Weighted average risk-free interest rate


0.7
%


0.9
%


2.1
%Weighted average expected volatility


67
%


68
%


61
%Weighted average expected life (in years)


4.40



3.55



3.09Dividend yield


-



-



-




For stock-based awards granted on or after July 1, 2006, the Company considers an estimated forfeiture rate for stock options and RSUs based on historical experience and the anticipated forfeiture rates during the future contract life.





Revenue Recognition:   The Company recognizes revenue from product sales when goods are shipped or delivered, and title and risk of loss pass to the customer except for those sales via multiple-deliverable arrangements. Provisions for certain rebates, product returns and discounts to customers are accounted for as reductions in sales in the same period the related sales are recorded.





Product discounts granted are based on the terms of arrangements with direct, indirect and other market participants, as well as market conditions, including prices charged by competitors. Rebates are estimated based on contractual terms, historical experience, trend analysis and projected market conditions in the various markets served.





The Company recognizes revenue in accordance with guidance on revenue recognition of multiple-deliverable revenue arrangements. On July 1, 2010, the Company adopted ASU No. 2009-13 which further clarified guidance on revenue recognition for multiple-deliverable revenue arrangements, changing the way the Company allocates arrangement consideration to the separate units of accounting.  Under this guidance, certain products offered by the Company have revenue producing components that are recognized over multiple delivery points (Sharps® Recovery SystemTM (formerly the
Sharps®Disposal by Mail Systems®) and various TakeAway Environmental Return Systems referred to as “Mailbacks” and Sharps® Pump and Asset Return Boxes, referred to as “Pump Returns”) and can consist of up to three separate elements, or units of measure, as follows: (1) the sale of the compliance and container system, (2) return transportation  and (3) treatment service.





F-10
 Table of Contents





SHARPS COMPLIANCE CORP. AND SUBSIDIARIES


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


JUNE 30, 2011, 2010 and 2009





NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)





Prior to July 1, 2010, the individual fair value of the transportation and treatment services were determined by the sales price of the service offered by third parties, with the fair value of the compliance and container being the residual value.  Beginning July 1, 2010, under the relative selling price methodology, an estimated selling price is determined for all deliverables that qualify for separate units of accounting.  The actual consideration received in a multiple-deliverable arrangement is then allocated to the units based on their relative sales price.  Because an estimated selling price must be set for each unit, the residual method used previously by the Company to
allocate consideration to the compliance and container system is no longer allowed.  The selling price for the transportation revenue and the treatment revenue, which utilizes third party evidence, did not change from the prior method.  The Company estimates the selling price of the compliance and container system based on the product and services provided including compliance with local, state and Federal laws, adherence to stringent manufacturing and testing requirements, safety to the patient and the community as well as storage and containment capabilities.





Revenue for the sale of the compliance and container is recognized upon delivery to the customer, at which time the customer takes title and assumes risk of ownership.  Transportation revenue is recognized when the customer returns the compliance and container system and the container has been received at the Company’s facility.  The compliance and container system is mailed or delivered by an alternative logistics provider to the Company’s facility. Treatment revenue is recognized upon the destruction or conversion and proof of receipt and treatment having been performed on the container.  Since the transportation element and the treatment elements are undelivered
services at the point of initial sale of the compliance and container, transportation and treatment revenue is deferred until the services are performed.  The current and long-term portions of deferred revenues are determined through regression analysis and historical trends.  Furthermore, through regression analysis of historical data, the Company has determined that a certain percentage of all container systems sold may not be returned.  Accordingly, a portion of the transportation and treatment elements are recognized at the point of sale.





The Company has calculated the change in revenue assigned to each of the units of accounting under the relative selling price methodology as compared to using the residual allocation method and determined that the change is not material.  The Company has determined that the implementation of ASU No. 2009-13 did not have a material effect on the consolidated financial statements when compared to its previous revenue recognition methodology.





Shipping and Handling Fees and Costs:  The Company records amounts billed to customers for shipping and handling as revenue.  Costs incurred by the Company for shipping and handling have been classified as cost of revenues.





Additional Product Related Costs:  The Company records inbound shipping, purchasing and receiving costs, inspection costs, warehousing costs and other product related costs as cost of revenues.





Advertising Costs:  Advertising costs are charged to expenses when incurred and totaled $510 thousand, $365 thousand and $46 thousand for the fiscal years ended June 30, 2011, 2010 and 2009, respectively.





Realization of Long-lived Assets:  The Company evaluates the recoverability of property and equipment and intangible or other assets if facts and circumstances indicate that any of those assets might be impaired.  If an evaluation is required, the estimated future undiscounted cash flows associated with the asset are compared to the asset’s carrying amount to determine if a write-down to fair value is necessary. No such impairment losses were recognized during 2011, 2010 or 2009.





Employee Benefit Plans:  In addition to group health related benefits, the Company maintains a 401(k) employee savings plan available to all full-time employees.  The Company matches a portion of employee contributions with cash (25% of employee contribution up to 6%).  Company contributions to the 401(k) plan were $41 thousand, $31





F-11
 Table of Contents





SHARPS COMPLIANCE CORP. AND SUBSIDIARIES


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


JUNE 30, 2011, 2010 and 2009





NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)





thousand and $25 thousand for the fiscal years ended June 30, 2011, 2010 and 2009, respectively, and are included in selling, general and administrative expenses. For purposes of the group health benefit plan and beginning February 1, 2011, the Company self insures an amount equal to the excess of the employees’ deductible (ranges from $1,000 for individual up to $3,000 for family coverage) up to the amount by which the third party insurance coverage begins (ranges from $11,000 for individual up to $33,000 for family coverage). Prior to February 1, 2011, the Company self-insured an amount equal to the excess of the employees’ deductible ($1,000 for individual and $2,000 for family coverage) up to the
amount by which the third party insurance coverage begins ($5,000 for individual and $10,000 for family). The amount of liability at June 30, 2011 and 2010 was $12 thousand and $2 thousand respectively, and is included in “Accrued Liabilities”.





Income Taxes:  The liability method is used in accounting for deferred income taxes.  Under this method, deferred tax assets and liabilities are determined based on differences between financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse.  A valuation allowance is established when it is more likely than not that some portion or all of the deferred tax assets will not be realized.





Net Income Per Share:  Earnings per share (“EPS”) data for all years presented has been computed under guidance that requires a presentation of basic and diluted EPS.  Basic EPS excludes dilution and is determined by dividing income or loss available to common stockholders by the weighted average number of common shares outstanding during the period adjusted for preferred stock dividends, if any.  Diluted EPS reflects the potential dilution that could occur if securities and other contracts to issue common stock were exercised or converted into common stock.





Fair Value of Financial Instruments:  The Company considers the fair value of all financial instruments, including cash and cash equivalents, accounts receivable, accounts payable and accrued liabilities, not to be materially different from their carrying values at year-end due to their short-term nature.





Segment Reporting:  The guidance for disclosures about segments of an enterprise requires that a public business enterprise report financial and descriptive information about its operating segments. Generally, financial information is required to be reported on the basis used internally for evaluating segment performance and resource allocation.





The Company operates in a single segment, focusing on developing cost-effective management solutions for medical waste and unused dispensed medications generated outside the hospital and large healthcare facility setting.





Use of Estimates:  The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities and disclosure of contingent liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expense during the reporting period.  The Company uses estimates to determine many reported amounts, including but not limited to: allowance for doubtful accounts, recoverability of long-lived assets and intangibles, useful lives used in
depreciation and amortization, income taxes and valuation allowances, selling price used in multiple-deliverable arrangements and return rates used to estimate the percentage of container systems sold that will not be returned. Actual results could differ from these estimates.





Uncertain Tax Positions: The Company classifies interest and penalties associated with the payment of income taxes in the Other Income (Expense) section of its consolidated statements of operations. At June 30, 2011 and 2010, the Company did not have any uncertain tax positions. Tax return filings which are subject to review by local tax authorities by major jurisdiction are as follows:





·
United States – fiscal years ended June 30, 2008, 2009, 2010 and 2011


·
State of Texas – fiscal years ended June 30,  2007, 2008, 2009, 2010 and 2011


·
State of Georgia – fiscal years ended June 30, 2009, 2010 and 2011




F-12
 Table of Contents





SHARPS COMPLIANCE CORP. AND SUBSIDIARIES


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


JUNE 30, 2011, 2010 and 2009





NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)





The Internal Revenue Service recently conducted its audit of the Company’s U.S. Corporation Income Tax Return for the fiscal year ended June 30, 2009. The audit resulted in no material adjustments.





Recent Accounting Pronouncements:





In July 2010, the FASB issued guidance expanding disclosure requirements related to receivables. The guidance was issued to provide financial statement users with greater transparency about an entity’s allowance for credit losses and the credit quality of its financing receivables. The guidance is for receivables, off-balance sheet credit exposures and foreclosed and repossessed assets. The Company’s summary of significant accounting policies shall now include: (i) basis for accounting for loans, trade receivables, and lease financing (including those classified as held for sale), (ii) method used in determining the lower of cost or fair value of nonmortgage loans held for sale, (iii) classification
and method of accounting for interest-only strips, loans and other receivables and (iv) method for recognizing interest income on loan and trade receivables.





In addition, the allowance for credit losses, the allowance for doubtful accounts, and as applicable any unearned income, any unamortized premiums and discounts, and any net unamortized deferred fees and costs, shall be disclosed in the financial statements. The Company adopted this guidance, as required for both interim and annual reporting periods, effective December 15, 2010. The adoption of this guidance does not impact the Company’s consolidated results of operations or financial position. The Company has included its Accounts Receivable policy in Note 2 – Summary of Significant Accounting Policies.





Reclassifications: Certain reclassifications have been made in prior period financial statements to conform to current period presentation. These reclassifications have not resulted in any changes to previously reported net income for any periods.





NOTE 3 – PROPERTY, PLANT AND EQUIPMENT





At June 30, 2011 and 2010, property and equipment consisted of the following (in thousands):





June 30,Useful Life

2011


2010Furniture and fixtures

3 to 5 years

$
179


$
166Plant and equipment

3 to 17 years


4,897



4,654Manufacturing

15 years


222



222Computers and software

3 to 5 years


1,421



1,122Leasehold improvements

3 to 15 years


949



872Land




19



197,687



7,055Less: accumulated depreciation




2,337



1,424Net property, plant and equipment



$
5,350


$
5,631





Total depreciation expense in the fiscal years ended June 30, 2011, 2010 and 2009 is $972 thousand, $768 thousand and $392 thousand, respectively. Depreciation expense included in cost of revenues in the fiscal years ended 2011, 2010 and 2009 was $650 thousand, $355 thousand and $31 thousand, respectively.





F-13
 Table of Contents





SHARPS COMPLIANCE CORP. AND SUBSIDIARIES


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


JUNE 30, 2011, 2010 and 2009





NOTE 4 - NOTES PAYABLE AND LONG-TERM DEBT




The Company’s Credit Agreement with Wells Fargo Bank, National Association provides for a two-year, $5.0 million line of credit facility, the proceeds of which may be utilized for: (i) working capital, (ii) capital expenditures, (iii) letters of credit (up to $500,000), (iv) acquisitions (up to $1,000,000) and (v) general corporate purposes. As of June 30, 2011, the Company had no outstanding borrowings, $106 thousand in letters of credit outstanding, and $4.9 million of credit available.




Indebtedness under the Credit Agreement is secured by substantially all of the Company’s assets. Borrowings bear interest at either (i) a fluctuating rate per annum equal to LIBOR plus a margin of 250 basis points or (ii) at the Company’s option, a fixed rate for a 30, 60, or 90 day period set at the option date’s LIBOR plus a margin of 250 basis points. Any outstanding revolving loans, and accrued and unpaid interest, will be due and payable on July 15, 2012, the maturity date of the Credit Agreement. The Company pays a fee of 0.2% per annum on the unused amount of the line of credit. The Company estimates that the interest rate applicable to the borrowings under the Credit Agreement would be
approximately 2.7% as of June 30, 2011.




The Credit Agreement contains affirmative and negative covenants that, among other things, require the Company to maintain a minimum level of tangible net worth of $21 million and not exceed a ratio of liabilities to tangible net worth of 1.0 to 1.0. As of June 30, 2011, the Company is in compliance with all the financial covenants. The Credit Agreement also contains customary events of default. Upon the occurrence of an event of default that remains uncured after any applicable cure period, the lenders’ commitment to make further loans may terminate and the Company may be required to make immediate repayment of all indebtedness to the lenders. The Credit Agreement expires on July 15, 2012.





NOTE 5 - INCOME TAXES





The components of income tax expense (benefit) are as follows (in thousands):





Year ended June 30,2011


2010


2009CurrentFederal

$
(1,161
)

$
3,206


$
74State


(65
)


322



47(1,226
)


3,528



121DeferredFederal


(305
)


1,535



(821
)State


15



16



-(290
)


1,551



(821
)$
(1,516
)

$
5,079


$
(700
)





F-14
 Table of Contents





SHARPS COMPLIANCE CORP. AND SUBSIDIARIES


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


JUNE 30, 2011, 2010 and 2009





NOTE 5 - INCOME TAXES (continued)





The reconciliation of the statutory income tax rate to the Company’s effective income tax rate for the fiscal years ended June 30, 2011, 2010 and 2009 is as follows:





Year Ended June 30,2011


2010


2009Statutory rate


34.0
%



35.0
%



35.0
%State income taxes, net


1.0
%



1.3
%



0.9
%Meals and entertainment


(0.4
%)



0.2
%



0.6
%Change in valuation allowance


0.0
%



0.0
%



(51.6
%)AMT benefit from stock-based compensation


0.0
%



0.0
%



0.4
%Section 199 deduction


(1.3
%)



(1.0
%)



0.0
%
(1)Return to provision differences


0.5
%



(0.3
%)



(5.3
%)33.8
%



35.2
%



(20.0
%)










For the fiscal years ended June 30, 2011, 2010 and 2009, state income taxes relate to the Texas Margin Tax and Georgia Income Tax. For the fiscal years ended June 30, 2011, 2010 and 2009, the Company evaluated the need for a valuation allowance on its deferred tax asset balances. Based on that evaluation, the Company determined that it was more likely than not that the Company would realize these deferred tax assets and as such there was no valuation allowance provided.





At June 30, 2011 and 2010, significant components of deferred tax assets and liabilities are approximated as follows (in thousands):





June 30,2011


2010Deferred tax assets relating to:Stock compensation


413



263AMT and research and development


317



-Deferred rent


132



156Inventory


124



-Professional fees


50



56Accrued vacation


21



20Accounts receivable allowance


9



7Deferred revenue


-



694Net operating loss carryforwards


556



-Total deferred tax assets


1,622



1,196Deferred tax liablities related to depreciation differences


(671
)


(610
)Net deferred tax assets

$
951


$
586





During the year ended June 30, 2011, the net deferred tax asset increased $365,000, primarily due to the generation of net operating loss carryforwards and other tax credits partially offset by the change in accounting method for unearned revenue. During the years ended June 30, 2011 and 2010, the Company utilized $0 and $3.9 million, respectively of net operating loss carryforwards for income tax purposes. In addition, during the years ended June 30, 2011, 2010 and 2009, $1.0 million, $1.1 million, and $0.0 million, respectively, of benefit was recorded to additional paid in capital which related to excess tax deductions for stock compensation accounted for in
accordance with the FASB’s guidance as it related to stock-based compensation.





F-15
 Table of Contents





SHARPS COMPLIANCE CORP. AND SUBSIDIARIES


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


JUNE 30, 2011, 2010 and 2009





NOTE 5 - INCOME TAXES (continued)




At June 30, 2011, the Company had net operating loss and various tax credit carryforwards which expire as follows (dollars in millions):





Carryforwards

June 30, 2011

Expiration DateNet operating loss

$
1.6

June 30, 2032Research and development credit


0.2

June 30, 2031Mininum tax credit


0.1

Indefinite





NOTE 6 - EQUITY TRANSACTIONS





During the years ended June 30, 2011, 2010 and 2009, stock options to purchase shares of the Company’s common stock were exercised as follows:





Year Ended June 30,2011


2010


2009Options Exercised


62,500



972,874



435,100Proceeds (in thousands)

$
49


$
1,073


$
451Average exercise price per share

$
0.78


$
1.10


$
1.04





In the second quarter of fiscal 2010, the Company completed a public offering of 577,146 shares, of which 77,146 were sold to cover the over-allotment option, at a price of $9.165 per share (net of underwriting commission).  The net proceeds of $4.8 million from the shares sold by the Company (net of direct offering expenses) was available to be used for general corporate purposes, including expansion of its product offerings, facilities and infrastructure to meet the continued expected growth of the Company.





NOTE 7 - STOCK BASED COMPENSATION





The Company sponsors the Sharps Compliance Corp. 2010 Stock Plan (the “2010 Plan”) covering employees, consultants and non-employee directors.The 2010 Stock Plan replaced the Sharps Compliance Corp. 1993 Stock Plan (the “1993 Plan”).    The 2010 Plan provides for the granting of stock-based compensation (stock options or restricted stock) of up to 1,000,000 shares of the Company’s common stock of which 176,500 shares are outstanding as of June 30, 2011. Options granted generally vest over a period of three years and expire seven years after the date of grant.  Restricted stock generally vests
over one year.





The 1993 Plan, as amended, provided for the granting of stock-based compensation (stock options or restricted stock) of up to 4,000,000 shares of the Company’s common stock of which 711,626 shares are outstanding as of June 30, 2011. Options granted generally vest over a period of three years and expire seven years after the date of grant.  Restricted stock generally vested between one to three years.





F-16
 Table of Contents





SHARPS COMPLIANCE CORP. AND SUBSIDIARIES


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


JUNE 30, 2011, 2010 and 2009





NOTE 7 - STOCK BASED COMPENSATION (continued)





As of June 30, 2011, 2010 and 2009, options available for grant under the Plans are as follow:





June 30,

2010 Stock Plan


1993 Stock Plan


Total2011


754,000



122,673



876,6732010


-



105,173



105,1732009


-



536,006



536,006





The summary of activity for all stock options during the fiscal years ended June 30, 2011, 2010 and 2009 is presented in the table below (in thousands):





Options Outstanding


Weighted Average Exercise PriceBalance, June 30, 2008


1,657


$
1.10Granted


206


$
2.10Exercised


(435
)

$
1.04Forfeited or canceled


(30
)

$
2.82Balance, June 30, 2009


1,398


$
1.17
(1)Granted


416


$
7.12Exercised


(973
)

$
1.10Forfeited or canceled


(49
)

$
5.57Balance, June 30, 2010


792


$
4.21
(2)Granted


243


$
4.55Exercised


(63
)

$
0.79Forfeited or canceled


(84
)

$
5.46Balance at June 30, 2011


888


$
4.43
(3)Exercisable at June 30, 2011


504


$
3.52


(1) Excludes 72 thousand shares of Restricted Stock
 (2) Excludes 30 thousand shares of Restricted Stock (3) Excludes 0 shares of Restricted Stock




The summary of activity for all restricted stock during the fiscal years ended June 30, 2011, 2010 and 2009 is presented in the table below (in thousands):





Year Ended June 30,2011


2010


2009Unvested at beginning of the year


30



72



101Granted


70



52



307Vested


(100
)


(84
)


(242
)Forfeited


-



(10
)


(94
)Unvested at end of the year


-



30



72





F-17
 Table of Contents





SHARPS COMPLIANCE CORP. AND SUBSIDIARIES


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


JUNE 30, 2011, 2010 and 2009





NOTE 7 - STOCK BASED COMPENSATION (continued)





The weighted average fair value per share of restricted stock granted during the fiscal years ended June 30, 2011, 2010, and 2009 was $4.65, $9.81 and $2.07, respectively. The weighted average fair value per share of restricted stock which vested during the fiscal years ended June 30, 2011, 2010 and 2009 was $4.41, $6.78 and $3.35, respectively.





The following table summarizes information about stock options outstanding as of June 30, 2011 (in thousands except per share amount):





Options ExercisableRange of Exercise Price


Exercisable as of June 30, 2011


Weighted Average Remaining Life (in Years)


Weighted Average Exercise Price$0.00 - $1.99



152



1.26


$
0.79$2.00 - $3.99



186



4.02


$
2.36$4.00 - $5.99



330



6.35


$
4.49$6.00 - $7.99



1



5.67


$
6.60$8.00- $10.00



219



5.89


$
8.60888






$
4.43





The following table summarizes information about stock options outstanding and exercisable as of June 30, 2011 (in thousands except per share amount):





Options ExercisableRange of Exercise Price


Exercisable as of June 30, 2011


Weighted Average Remaining Life (in Years)


Weighted Average Exercise Price$0.00 - $1.99



152



1.26


$
0.79$2.00 - $3.99



186



4.02


$
2.36$4.00 - $5.99



51



5.96


$
4.46$6.00 - $7.99



1



5.67


$
6.60$8.00- $10.00



114



6.58


$
8.58504






$
3.52





As of June 30, 2011, there was $608 thousand of stock option and restricted stock compensation expense related to non-vested awards. This expense is expected to be recognized over a weighted average period of 2.0 years





NOTE 8 - COMMITMENTS AND CONTINGENCIES





Operating Leases:  The Company leases 190,489 square feet of space in Houston, Texas and College Park, Georgia.  The Company recognizes escalating rental payments that are quantifiable at the inception of the lease on a straight-line basis over the lease term.The leases expire from April 2014 to April 2015 with options to renew the Company’s





F-18
 Table of Contents





SHARPS COMPLIANCE CORP. AND SUBSIDIARIES


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


JUNE 30, 2011, 2010 and 2009





NOTE 8 - COMMITMENTS AND CONTINGENCIES (continued)





leases for warehouses for 5 years and for office space 10 years. Rent expense for the fiscal years ended June 30, 2011, 2010 and 2009 was $1.5 million, $1.2 million and $436 thousand, respectively.





Future minimum lease payments under non-cancelable operating leases as of June 30, 2011 are as follows (in thousands):





Year Ending June 30,2012

$
1,4242013


1,4372014


1,4362015


770$
5,067





Other:


Under an agreement with a manufacturing company who produces the Pitch-ItTM IV Poles, the Company is subject to a minimum annual purchase commitment of $600,000 for each subsequent calendar year succeeding the first thirteen calendar months following the effective date of the agreement December 21, 2007 through February 2012. The Company complied with such purchase commitments through June 30, 2011.




The Company is also involved in legal proceedings and litigation in the ordinary course of business.  In the opinion of management, the outcome of such matters will not have a material adverse effect on the Company’s consolidated financial position or consolidated results of operations.





NOTE 9 - EARNINGS PER SHARE





Earnings per share are measured at two levels: basic per share and diluted per share. Basic per share is computed by dividing net income by the weighted average number of common shares outstanding during the period. Diluted per share is computed by dividing net income by the weighted average number of common shares after considering the additional dilution related to common stock options and restricted stock. In computing diluted earnings per share, the outstanding common stock options are considered dilutive using the treasury stock method. Vested restricted shares are included in basic common shares outstanding, and unvested restricted shares are included in the diluted common shares outstanding if the effect is
dilutive.





F-19
 Table of Contents





SHARPS COMPLIANCE CORP. AND SUBSIDIARIES


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


JUNE 30, 2011, 2010 and 2009





NOTE 9 - EARNINGS PER SHARE (continued)





The following information is necessary to calculate earnings per share for the periods presented (in thousands, except per share amount):





Year Ended June 30,2011


2010


2009Net income (loss), as reported

$
(2,975
)

$
9,356


$
4,197Weighted average common shares outstanding


14,944



14,176



12,908Effect of dilutive stock options


-



776



1,088Weighted average diluted common shares outstanding


14,944



14,952



13,996Net income (loss) per common shareBasic

$
(0.20
)

$
0.66


$
0.33Diluted

$
(0.20
)

$
0.63


$
0.30Employee stock options excluded from computation of diluted income per share amounts because their effect would be anti-dilutive


550



241



-





NOTE 10 - SELECTED QUARTERLY FINANCIAL DATA (Unaudited)





The following tables show quarterly financial information for the years ended June 30, 2011 and June 30, 2010. The Company believes that all necessary adjustments have been included in the amounts below to present fairly the results of such periods.





Quarter EndedSeptember 30, 2010


December 31, 2010


March 31, 2011


June 30, 2011Total revenues

$
5,233


$
4,611


$
4,518


$
5,033Cost of revenues

$
3,421


$
3,385


$
3,109


$
3,256Operating income (loss)

$
(1,222
)

$
(1,200
)

$
(1,118
)

$
(996
)Net income (loss)

$
(797
)

$
(807
)

$
(659
)

$
(712
)Net income (loss) per share - diluted

$
(0.05
)

$
(0.05
)

$
(0.04
)

$
(0.05
)Weighted average shares-diluted


14,907



14,920



14,948



15,000





Quarter EndedSeptember 30, 2009


December 31, 2009


March 31, 2010


June 30, 2010Total revenues

$
15,379


$
15,985


$
3,639


$
4,152Cost of revenues

$
4,488


$
5,327


$
2,756


$
2,930Operating income (loss)

$
8,982


$
8,439


$
(1,439
)

$
(1,584
)Net income (loss)

$
5,819


$
5,617


$
(975
)

$
(1,105
)Net income (loss) per share - diluted

$
0.40


$
0.38


$
(0.07
)

$
(0.07
)Weighted average shares-diluted


14,527



14,883



14,585



14,779






F-20