SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 (Mark One) FORM 10-K [ X ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED] For the fiscal year ended JULY 31, 1995. OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED] For the transition period from ___________ to ___________ . Commission File Number 0-5958 SURVIVAL TECHNOLOGY, INC. (Exact name of registrant as specified in its charter) DELAWARE 52-0898764 (State or other jurisdiction (IRS Employer of incorporation or organization) Identification No.) 2275 RESEARCH BOULEVARD, ROCKVILLE, MARYLAND 20850 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: 301-926-1800 Securities registered pursuant to Section 12(b) of the Act: NONE Securities registered pursuant to Section 12(g) of the Act: COMMON STOCK, $.10 PAR VALUE _______________________________________________________________________________ Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES X NO ____ Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of Registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ ] As of September 30, 1995, the aggregate market value of voting stock held by non-affiliates of the Registrant, based on the average of the high and low sales prices of such stock reported by the National Association of Securities Dealers, Inc. on such date, was approximately $11,038,300. There were 3,086,538 shares of the Registrant's common stock outstanding as of September 30, 1995. DOCUMENTS INCORPORATED BY REFERENCE Portions of the Survival Technology, Inc. definitive Proxy Statement for the Annual Meeting of Shareholders for the fiscal year ended July 31, 1995 are incorporated by reference into Part III of this Form 10-K. (End of cover page) 2 TABLE OF CONTENTS PART I Page Item 1. BUSINESS General. . . . . . . . . . . . . . . . . . . . . . . . . . 4 Products and Services. . . . . . . . . . . . . . . . . . . 5 Automatic Injectors . . . . . . . . . . . . . . . . . . 6 Commercial Products . . . . . . . . . . . . . . . . . 6 Military Products. . . . . . . . . . . . . . . . . . . 7 Contract Filling and Packaging . . . . . . . . . . . . . 9 CytoGuard. . . . . . . . . . . . . . . . . . . . . . . . 9 Services . . . . . . . . . . . . . . . . . . . . . . . . 10 Competition. . . . . . . . . . . . . . . . . . . . . . . . 10 Backlog and Renegotiation. . . . . . . . . . . . . . . . . 11 Patents, Trademarks, and Licenses. . . . . . . . . . . . . 11 Research and Development . . . . . . . . . . . . . . . . . 12 Product Liability Insurance. . . . . . . . . . . . . . . . 13 Government Regulation . . . . . . . . . . . . . . . . . . 13 Employees. . . . . . . . . . . . . . . . . . . . . . . . . 15 Item 2. PROPERTIES . . . . . . . . . . . . . . . . . . . . . . . . 15 Item 3. LEGAL PROCEEDINGS. . . . . . . . . . . . . . . . . . . . . 16 Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS . . . . . . . . . . . . . . . . . . . . . 16 EXECUTIVE OFFICERS OF THE REGISTRANT (Unnumbered Item) . . . . . . . . . . . . . . . . . . . . 16 3 TABLE OF CONTENTS PART II Page Item 5. MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED STOCKHOLDER MATTERS . . . . . . . . . . . . . 17 Item 6. SELECTED FINANCIAL DATA. . . . . . . . . . . . . . . . . . 18 Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS. . . . . . . . . . . . . . . . . . . . . . . 19 Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA . . . . . . . . . . . . . . . . . . . . . . . . . . . 27 Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE . . . . . . . . . . 46 PART III Items 10 through 13. (Incorporated by reference to the definitive Proxy Statement for the Annual Meeting of Shareholders for the fiscal year ended July 31, 1995, which will be filed with the Securities and Exchange Commission not later than 120 days after the end of that fiscal year). . . . . . . . . . . . . . . . . . . . . . . . . . . 46 PART IV Item 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K. . . . . . . . . . . . . . . . . . 46 Signatures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 51 4 PART I ITEM 1. BUSINESS GENERAL Survival Technology, Inc. (hereinafter referred to as the "Company" or "STI") is a technology-based health care company that designs, develops and produces a broad range of automatic injectors ("auto-injectors"), prefilled syringes and other innovative health care devices, with a major focus on safe and convenient participation by the patient in injection therapy. The Company also supplies customized drug delivery system design, pharmaceutical research and development and GMP-approved sterile product manufacturing to pharmaceutical and biotechnology companies. The Company's products and services are designed to improve the medical and economic value of drug therapy. The Company pioneered the development of auto-injectors for the self-administration of injectable drugs. An auto-injector is a spring-loaded, prefilled, pen-like device that allows a patient to automatically inject a precise drug dosage quickly, safely, reliably and without seeing the needle. One early application of auto-injectors has been the immediate self-injection of nerve gas antidotes by military personnel under battlefield conditions. STI is and intends to remain a key supplier of nerve gas antidotes to the U.S. and allied military forces. Auto-injectors also can be used effectively for emergency administration of drugs or to facilitate the easy administration of injectable drugs in any setting. The Company believes that auto-injectors help to reduce the fear of injection, simplify the injection procedure, ensure complete dose delivery, increase patient compliance and allow for cost-effective home health care treatment. The Company currently has three commercial applications for its auto-injectors. One is an auto-injector for the self-injection of epinephrine to treat severe allergic reactions due to bee stings, insect bites, foods and other allergies. The second is an auto-injector for the self-injection of lidocaine to treat cardiac arrhythmias. The third application is a morphine-filled auto-injector for use in home health care pain management. The Company currently is developing several new auto-injectors (See "Research and Development") including some that will accommodate additional categories of drugs, while others will make auto-injectors more convenient and less expensive. The Company, together with pharmaceutical and biotechnology companies, currently is exploring additional applications for auto-injectors. The Company also offers ready-to-use prefilled syringes and vials, including its proprietary Cartrix-TM- syringe system. STI invented and manufactures the CytoGuard-Registered Trademark-Aerosol Protection Device, a vial attachment used to protect medical professionals from inadvertent exposure to potentially dangerous drugs during reconstitution, particularly chemotherapeutics. 5 The following table sets forth the proportion of the Company's total revenues contributed by each of its classes of products and services for the last five fiscal years. Year Ended July 31 __________________ Product/Service Class: 1995 1994 1993 1992 1991 ______________________ _____ _____ _____ _____ _____ Automatic Injectors: Commercial Products 39% 33% 19% 16% 7% Military Products 41 29 43 15 54 Contract Filling and Packaging 5 6 16 57 27 CytoGuard 6 12 12 9 7 R&D Services 9 12 6 1 1 Divested Operations (1) 8 4 2 4 _____ _____ _____ _____ _____ 100% 100% 100% 100% 100% _____ _____ _____ _____ _____ Total revenue in millions(2) $25.5 $24.9 $30.1 $40.9 $46.7 _____ _____ _____ _____ _____ _____ _____ _____ _____ _____ (1) The Company's Medical Device Division was sold July 31, 1994 (See Note 4 in Notes to Consolidated Financial Statements) and its Outpatient Cardiac Care Division was sold in fiscal 1991. (2) The Company has no significant foreign operations and operates in one industry segment. Reference is made to the three-year consolidated statements of income and Note 12 in Notes to Consolidated Financial Statements included herein pursuant to Part II of this Form 10-K for information concerning the Company's export sales and major customers. The Company was incorporated in 1969 under the laws of Delaware. PRODUCTS AND SERVICES The Company's principal activities include: the development and production of automatic injector products including applications of injector technology for commercial use (emergency and non-emergency situations) where intramuscular or subcutaneous injection is the preferred method of drug delivery and for military use in the defense against chemical warfare; and complete sterile parenteral contract filling and packaging services for a broad range of sterile injectable dosage forms: vials, dental cartridges and pre-filled, ready-to-use syringes. The Company also supplies delivery system design and pharmaceutical research and development to major pharmaceutical and biotechnology companies. The Company purchases, in the ordinary course of business, necessary raw materials and supplies essential to the Company's operations from numerous suppliers in the U.S. and overseas. There have been no availability problems or significant supply shortages. The Company procures inventory principally when supported by customer purchase orders and does not provide extended payment terms to any customer. 6 AUTOMATIC INJECTORS STI pioneered the use of auto-injectors beginning in the late 1950's when a predecessor of the Company invented the auto-injector for military use. The Company's auto-injectors are disposable, prefilled automatic syringes with which a medically untrained person can quickly inject himself or another person with a drug. To date, auto-injectors have been used in life-threatening situations. However, the Company believes that their use can be extended from such situations to the self-administered treatment of both acute and chronic conditions in any setting. COMMERCIAL PRODUCTS. Currently, the Company's principal commercial auto-injectors are the EpiPen-Registered Trademark- auto-injector and the EpiPen Jr.-Registered Trademark- auto-injector, a pediatric/adolescent version of the EpiPen. The EpiPen and EpiPen, Jr. are prescribed to patients at risk of anaphylaxis resulting from severe allergic reactions to bee stings, insect bites, foods, drugs and other substances as well as exercise-induced anaphylaxis. These auto-injectors permit the immediate self-injection of epinephrine, the drug of choice for emergency treatment of such conditions. The Company is the leading manufacturer of automatic injectors used for emergency self-administration of epinephrine. These products compete with other available products for self-administration of epinephrine which are non-automatic. Since their introduction in 1980, the Company has manufactured and delivered 4.3 million EpiPens and EpiPen, Jr's. The EpiPen has a 27-month expiration date while the EpiPen, Jr. has a 20-month expiration date and should be replaced after that time. The EpiPen has historically been a seasonal product (spring/summer) used predominately for the treatment of severe allergic reactions from bee stings and insect bites. The Company markets the EpiPen and EpiPen, Jr. through Center Laboratories, Inc. ("Center"), a subsidiary of E. Merck. The Company's exclusive marketing contract with Center extends until the year 2000 so long as certain minimum quantity requirements are met. Center has advised the Company that it is presently evaluating potential co-marketers to expand the promotion of the EpiPen in the U.S. for food allergy indications with a view to increase sales and to reduce the seasonality of this product. During fiscal 1995, Center signed a co-marketing agreement with ALK, Inc., a Danish Company, for international markets representing 13 countries abroad. Sales of EpiPen and EpiPen, Jr. accounted for $9.8 million (38%), $8.3 million (33%) and $5.4 million (18%) of the Company's total revenues in fiscal 1995, 1994 and 1993, respectively. In August 1995, STI received approval from the Food and Drug Administration ("FDA") for its new generation EpiPen, the EpiE-ZPen-TM-, which is the first in a series of new commercial auto-injector products now in development at STI. The EpiE-ZPen has a more streamlined design to better serve the consumer market with additional safety features and product quality enhancements. This new product, features a locking twist-top safety cap and push button activation. The Company plans to introduce this new product through Center during the second quarter of fiscal 1996 while continuing to sell the EpiPen. The EpiE-ZPen will be positioned to expand its use in U.S. and international markets for food allergy indications. 7 The Company also produces the LidoPen-Registered Trademark- auto-injector which is the same delivery system as the EpiPen, except that it is prefilled with lidocaine hydrochloride for self-injection by persons experiencing a serious cardiac event. The LidoPen is sold primarily in connection with the sale of the CardioBeeper-Registered Trademark- ECG transmitter previously sold by the Company. These sales have not been a significant source of revenue. STI will continue to supply the LidoPen auto-injector to Brunswick Biomedical Corporation under the terms of the Asset Purchase Agreement dated July 31, 1994. See Note 4 in Notes to Consolidated Financial Statements. The Company entered into an agreement on July 23, 1993 to license and supply its morphine-filled auto-injector to Lotus Biochemical Corporation ("Lotus") for use in home health care pain management. STI will produce and supply this prescription product to Lotus for marketing to oncologists, pain specialists and other physicians with appropriate patients in home health care. STI's supplemental New Drug Application ("NDA") for the product's labeling is pending FDA approval. The exclusive U.S. licensing and supply agreement with Lotus is ten years (from date of agreement) with two five-year renewal options, and includes minimum purchase requirements. On August 31, 1994, STI entered into a licensing agreement and long-term supply arrangement with Mylan Laboratories ("Mylan") for the development and production of a non-narcotic prescription drug for the management of pain, in a broad range of sterile injectable dosage forms including a vial, pre-filled syringe and an auto-injector. Under the terms of this agreement, STI will develop, license and produce the new product, which will be marketed by Mylan to family physicians, neurologists, pain specialists, hospitals, and health maintenance organizations. The introduction of this product is expected in fiscal 1998 pending FDA approval. The Company is currently working with other pharmaceutical companies under development contracts to identify other drugs presently in sterile injectable dosage forms suitable for administration using STI's proprietary auto-injector delivery system. MILITARY PRODUCTS. The Company's military contracts are for two types of auto-injectors developed by the Company. One type, the AtroPen, is capable of holding up to 0.8cc of a drug. The other type, the ComboPen, is capable of holding up to 3.0cc of a drug. The Company has developed and supplied the AtroPen and ComboPen to the U.S. Army combined (by a clip-like device) in one package known as the Mark I Antidote Kit ("Mark I"). The Company's military auto-injectors are intended to be used by military personnel under combat conditions for the self-administration of antidotes against the effects of chemical warfare. The United States and several allied foreign governments maintain stockpiles based upon the shelf-life of the antidotes (generally five years). To date, all DoD procurements of AtroPens, ComboPens, and Mark I's have been restricted to sources qualified as Planned Industrial Producers for these items. The Company is currently the only DoD Planned Industrial Producer for the AtroPen, ComboPen and Mark I. 8 Sales of military auto-injector products were $10.5 million (41% of consolidated revenue) in fiscal 1995, of which $7.4 million related primarily to the industrial base maintenance contract (discussed below) with the U.S. Department of Defense ("DoD") with the balance derived from sales of auto-injectors to various allied foreign governments. This represents a 48% increase over the $7.1 million (29% of consolidated revenue) generated from sales of military auto-injectors in fiscal 1994, of which $5.7 million was derived from DoD contracts. During the first quarter of fiscal 1996, STI's industrial base maintenance contract with the DoD was renewed through September 30, 1996 with two one-year renewal options through September 30, 1998. This contract calls for the retention of key personnel and facilities to assure expertise for manufacturing auto-injectors containing nerve gas antidotes, the storage of serviceable material from expired auto-injectors, the management of DoD's shelf-life extension program and new product orders. A surge capability provision allows for the coverage of defense mobilization requirements in the event of rapid military deployment. In addition, the contract has been expanded to include the pre-stocking of critical components at STI's St. Louis manufacturing facility to enhance readiness and mobilization capability. This contract is part of a newly designed program by the DoD to assure adequate supplies of critical items in the event of war. Revenue from the base maintenance contract was $7.4 million, $5.7 million and $4 million in fiscal 1995, 1994 and 1993, respectively. This contract in fiscal 1996, along with anticipated production of auto-injectors, is expected to exceed fiscal 1995 revenues. In addition to the services already provided under this contract, the Company has also undertaken actions necessary to become a qualified manufacturer of the Diazepam auto-injector for the DoD. During the fourth quarter of fiscal 1995, the Company completed its development of the Diazepam auto-injector with the submission of a supplemental NDA by the DoD to the FDA This supplemental NDA is currently under review by the FDA who commenced their pre-approval inspection of STI's manufacturing facility during the first quarter of fiscal 1996. Approval is expected in fiscal 1996 with initial deliveries of Diazepam auto-injectors to begin immediately following FDA approval. The U.S. Government is currently investigating new automatic injection delivery systems, as well as new drugs and antidotes, to be placed in new or existing automatic injectors. During the current year, the Company completed the initial phase of its contract with the U.S. Army to develop a single, multi-chamber automatic injector. In August 1995, STI submitted several proposals in response to the Army's request to evaluate and consider producing an alternative version of this product. The Company's recommendations for proceeding with the development of alternative designs of this auto-injector are currently under review by the Army. A final decision from the Army on STI's proposal is expected during the second quarter of fiscal 1996. If developed, the earliest practical date for fielding this new injector would be fiscal 1998. Procurement and deployment of such a multi-chamber auto-injector would likely replace the Mark I and reduce the current domestic market for AtroPen and ComboPen auto-injectors over time. 9 Sales of STI's auto-injectors containing nerve gas antidotes to allied foreign governments increased $1.6 million from $1.4 million in fiscal 1994 to $3 million in fiscal 1995. This increase is attributable to the Company's competitive bid for a foreign military contract anticipating a lower margin in pursuit of contract award. This was done in an effort to better position STI for additional future business and minimize bid losses to a competitor with local manufacturing operations, which occured in fiscal 1994. The Company is implementing a cost reduction program covering its military product line to improve margins and secure additional business in the highly competitive international marketplace. The Company has also introduced auto-injector systems that can store compounds in dry form and mix them in solution prior to administration. Limited quantities of this product (BinaJect) have been manufactured and sold to a foreign allied government. Many of the new nerve agent antidotes require this technology because of their limited shelf-life or instability in solution. In addition, market expansion efforts in regions subject to high temperatures will also require this specialized auto-injector drug delivery system. All export sales of military auto-injectors require U.S. State Department approval. CONTRACT FILLING AND PACKAGING STI has complete sterile parenteral contract filling and packaging services for a broad range of sterile injectable dosage forms which includes vials, dental cartridges and pre-filled ready-to-use syringes. The Company's proprietary Cartrix-TM- syringe system is a line of unit-dose, disposable, prefilled syringes suitable for a broad range of injectable drugs. The Company fills Cartrix syringes and other lines of vials, dental cartridges and syringes with pharmaceuticals supplied by the contracting party and formulated by the Company to the contracting party's specifications. Revenues from these activities aggregated $1.2 million and $1.6 million in fiscal years 1995 and 1994. During the current year, STI completed purchase orders on behalf of Cephalon, Inc. ("Cephalon") to fill and package clinical supply material with myotrophin for the treatment of ALS (Lou Gehrig's) disease. Sales to Cephalon generated revenues of $754,000 and $1.1 million in fiscal years 1995 and 1994, respectively. The Company signed a clinical supply agreement with Cephalon in fiscal 1995. STI also designs and manufactures delivery systems tailored to the requirements of its customers' products. Presently, these arrangements, in the aggregate, do not produce significant revenues. The Company entered into an agreement during the first quarter of fiscal 1996 with GenRx, Inc., an affiliate of Apotex, Inc. the largest Canadian based pharmaceutical company, to produce two injectable drug products for marketing in the United States. STI is actively negotiating with other pharmaceutical companies for continued expansion of this business which includes syringes with sterile water used to reconstitute drugs in a dry compound state. CYTOGUARD The Company invented and now manufactures the patented CytoGuard-Registered Trademark- Aerosol Protective Device. The CytoGuard is a vial attachment used to reduce the risk of 10 exposure of health care professionals while reconstituting toxic drugs, particularly chemotherapeutics, being administered to patients. The Company has an exclusive License and Supply Agreement with a subsidiary of Bristol Myers-Squibb ("BMS") through December 1996 for the distribution of CytoGuard in the United States. The Company continues to explore new uses for CytoGuard combined with opportunities in international markets which have not materialized to date. Production and delivery of CytoGuards generated revenues of $1.6 million (6%), $3 million (12%) and $3.6 million (12%) of consolidated sales in fiscal years 1995, 1994 and 1993, respectively. During fiscal 1994, the Company under the direction of BMS, changed the packaging of this product from a single unit to a multi-unit package. This change in distribution coupled with lower in-market sales of BMS' products had a negative impact on sales of CytoGuard in fiscal 1995 and 1994. This trend will continue to adversely effect fiscal 1996 CytoGuard sales. SERVICES STI provides fully validated formulation and aseptic filling services and regulatory assistance for those pharmaceutical and biotechnology companies not currently possessing such capabilities. The Company also supplies customized drug delivery system design, GMP-approved sterile product manufacturing and pharmaceutical research and development to a number of different companies. Development programs include feasibility and stability studies as well as the manufacturing of clinical trial materials in the Company's St. Louis pilot plant. If feasibility and stability studies are successful and all regulatory approvals are received, the Company anticipates contracts in the coming years to manufacture these products in vials, prefilled syringes or STI's proprietary auto-injector systems. Revenue from customer-funded research and development activities were $2.3 million, $2.9 million and $1.8 million in fiscal years 1995, 1994 and 1993, respectively. The Company expects fiscal 1996 revenues from funded R&D activities to be comparable with fiscal 1995. COMPETITION The Company operates in a highly competitive sector of the health care industry. STI competes directly with companies that manufacture drug injection devices and indirectly with companies that develop and market drug delivery systems which are alternatives to injection. Competition from large pharmaceutical companies, joint ventures, and others is intense and expected to increase. Many of these companies have substantially greater capital resources, larger research and development staffs and facilities than the Company, and substantially greater experience in the manufacturing and marketing of pharmaceutical products as well as obtaining regulatory approvals. The activities of these entities represent significant long-term competition for the Company. STI's auto-injectors compete with a number of other drug delivery systems, including those for the self-injection of epinephrine for treating anaphylaxis, which are not automatic. The Company's military auto-injectors compete in price and quality with auto-injectors sold by companies in Holland, South Korea and Israel. Major competitors in this area are Solvay Duphar B.V. and Astra Tech, both large 11 international pharmaceutical manufacturers as well as Shalon Ltd, an Israeli-based manufacturer of chemical protective equipment, including auto-injectors. The Company's contract filling and packaging services are in an intensely competitive field which is presently dominated by larger pharmaceutical companies, many having greater resources than the Company, and other disposable, prefilled syringe systems presently available which can be less expensive. A very small group of independent companies and a few pharmaceutical companies offer contract syringe filling services similar to those that the Company offers. BACKLOG AND RENEGOTIATION As of July 31, 1995, the Company had a backlog of orders approximating $3.8 million, of which $2.5 million related to production and delivery of commercial products and services and $1.3 million related to military products. The majority of this backlog is scheduled to be completed during the first quarter of fiscal 1996. This compares with commercial product sales backlog of $2.1 million and military auto-injector sales backlog of $922,500 at July 31, 1994. See "Management's Discussion and Analysis of Financial Condition and Results of Operations" included herein pursuant to Part II of this Form 10-K. There is no material portion of the Company's business which is subject to renegotiation of profits. The Company's supply contracts with the DoD are subject to post-award audit and potential price redetermination. From time to time, the DoD makes claims for pricing adjustments with respect to completed contracts. At present, no claims are pending. All U.S. Government contracts provide that they may be terminated for the convenience of the Government as well as for default. Upon termination for convenience of cost reimbursement type contracts, the Company would be entitled to reimbursement of allowable costs plus a portion of the fixed or target fee related to work accomplished. Upon convenience termination of fixed-price contracts, the Company normally would be entitled to receive the contract price for items which have been delivered under the contract, as well as reimbursement for allowable costs for undelivered items, plus an allowance for profit thereon or adjustment for loss if completion of performance would have resulted in a loss. No such contract terminations are anticipated by the Company. PATENTS, TRADEMARKS, AND LICENSES The Company considers its proprietary technology to be important in the development, marketing and manufacture of its products and seeks to protect its technology through a combination of patents and confidentiality agreements with its employees and others. Patents covering important features of the Company's current principal auto-injector products have expired. This loss of patent protection could have an adverse affect on the Company's revenues and results of operations. STI is currently developing a new generation of auto-injector products (See "Research and Development" following) for which a number of patents have been granted to the Company. During fiscal 1995, 12 1994 and 1993, the Company was granted U.S. patent protection for several of its new auto-injector drug delivery systems, designed for fast and reliable patient self-administration of the expanding range of new pharmaceutical and biotechnology products that require injection. Some of these patents cover the EpiE-ZPen, whose product launch is expected in fiscal 1996, as previously discussed above under "Commercial Products". The Company intends to file for additional patent protection for all of its new products currently under development. These products are expected to replace or supplement the Company's existing line of auto-injectors over time. Patent protection for the technology acquired from Medimech, which offers broad potential for both military and commercial medical products, has been filed in the United States and abroad. The Company has several important patents related to thrombolytic therapy. These patents broaden the Company's patent protection, especially in the area of intramuscular administration of protein thrombolytic agents, including t-PA. The Company owns a number of trademarks in the U.S. and other countries. The Company is also licensed in the U.S. and other countries under patents and trademarks owned by others. In the aggregate, these trademarks and licenses are of material importance to the Company's business, with the most significant being the license and supply agreements with a division of American Home Products Corporation ("licensor") which grants the Company an exclusive license to manufacture, use and sell the licenser's patented product within the Company's auto-injectors (ComboPens). The term of the supply agreement extends through fiscal 1997 and automatically continues for consecutive one-year renewal periods. RESEARCH AND DEVELOPMENT The Company expended $943,000, and $1,024,600, and $904,100 on research and development activities in fiscal 1995, 1994 and 1993, respectively. The Company intends to continue to expend funds on the activities discussed below and expects that amounts spent on research and development in fiscal 1996 to be comparable with prior year amounts. STI is currently developing a new family of auto-injectors to accommodate the expanding variety of injectable drugs that demand safe and convenient patient self-administration. These new auto-injectors are designed for use in emergency situations and for any episodic treatment where an intramuscular or subcutaneous injection is the preferred drug delivery method. The Company is currently exploring certain applications of these new auto-injectors which will be subject to certain regulations prior to the product reaching the marketplace. See "Government Regulation" following. The Company has patented auto-injector systems that can store compounds in dry form and reconstitute them in solution prior to administration. An increasing array of biotechnology products and many traditional therapies require this technology because of their limited shelf-life or instability in solution. STI also has a single-chambered auto-injectors for intramuscular and subcutaneous injection which utilize a very thin (27 gauge) needle for potential new applications. 13 PRODUCT LIABILITY INSURANCE The Company maintains product liability coverage for its medical products and its commercial pharmaceutical products, including the LidoPen, EpiPen, EpiPen Jr., and the Cartrix syringe system. The Company will continue to maintain liability insurance as it relates to divested operations to cover any potential claims incurred but not reported prior to their disposition. The Company's management is of the opinion that, with respect to amounts, types, and risks insured, the insurance coverage is adequate for the business conducted by the Company. GOVERNMENT REGULATION The business of the Company is highly regulated by governmental entities, including the FDA and corresponding agencies of states and foreign countries. The summary below does not purport to be complete and is qualified in its entirety by reference to the complete text of the statutes and regulations cited herein. As a manufacturer of auto-injectors and prefilled syringes, the Company's products are subject to regulation by the FDA under the Federal Food, Drug and Cosmetic Act ("Act"). All of the Company's auto-injectors are "new drugs" and may be marketed only with the FDA's approval of a NDA or a supplement to an existing NDA. The Company currently holds approved NDAs for each of its existing auto-injector products. The use of the Company's existing auto-injectors to administer FDA approved drugs generally would require the filing of a NDA or supplement to an existing NDA. In addition, the introduction of the Company's new generation auto-injectors, such as the EpiE-ZPen which received approval in August 1995, will require FDA approvals based on data demonstrating the safety and effectiveness of the drug delivered by these auto-injectors. There is no assurance that the NDAs will be processed in a timely manner or that FDA ultimately will approve such NDAs. The Company's Cartrix and other prefilled syringe systems are also regulated as drugs; however, the requisite FDA approval is held by the supplier of the drug that the Company fills into the syringe. To the extent the Company's auto-injectors or Cartrix syringe system are expected to be used to administer new drugs under development, FDA approval to market such drugs first must be received by the pharmaceutical manufacturer. Obtaining the requisite FDA approval is a time consuming and costly process through which the manufacturer must demonstrate the safety and effectiveness of a new drug product. The Cytoguard Aerosol Protection Device is regulated and currently marketed as a medical device. Certain of the Company's new auto-injectors also may be regulated as medical devices. Such devices are subject to a pre-market notification process. The requisite FDA filing must contain information that establishes that the new product is substantially equivalent to an existing device available for the same intended use. The FDA must either approve or deny the application or require further information within 14 90 days of its submission. Products which do not receive approval through the FDA's pre-market notification process are subject to the FDA's much lengthier and more complex pre-marketing approval procedures. In connection with its manufacturing operations, the Company must comply with a variety of regulations, including the FDA's Good Manufacturing Practice ("GMP") regulations, and its manufacturing facilities are subject to periodic inspections. The Company's St. Louis facility is currently under an inspection by the FDA which began in October 1995. The Company believes this inspection will be completed during the second quarter of fiscal 1996 and to date, there have been no substantive issues brought to management's attention. There can be no assurance that the FDA will complete its inspection without any significant issues. Suppliers of bulk drugs for filling into the Company's syringe systems, as well as some subcontractors who manufacture components for the Company's medical devices, also are subject to FDA regulation and inspection. The Company has only limited control over these other companies' compliance with FDA regulations. Failure of these companies to comply with FDA requirements could adversely affect the Company's ability to procure component parts, market finished products and may cause the Company's products made with non-compliant components to be adulterated or misbranded in violation of the Act, subjecting the products to a variety of FDA administrative and judicial actions. The FDA is empowered with broad enforcement powers. The FDA may initiate proceedings to withdraw its approval for marketing of the Company's products should it find that the drugs are not manufactured in compliance with GMP regulations, that they are no longer proven to be safe and effective, or that they are not truthfully labelled. Noncompliance with GMP regulations also can justify nonpayment of an existing government procurement contract and, until the deficiencies are corrected to FDA's satisfaction, can result in a nonsuitability determination, precluding the award of future procurement contracts. For any of the Company's auto-injectors and syringe systems, noncompliance with FDA regulations could result in civil seizure of the drugs, an injunction against the continued distribution of the drugs or criminal sanctions against the Company. The Company's medical devices also are subject to seizure by the FDA through administrative or judicial proceedings. In addition, the FDA may impose civil money penalties for most violations of law and may order that defective devices be recalled, repaired or replaced or that purchasers be refunded the cost of the device. The Company also is subject to regulation by other federal and state agencies under various statutes, regulations and ordinances, including environmental laws, occupational health and safety laws, labor laws and laws regulating the manufacture and sale of narcotics. 15 EMPLOYEES As of September 30, 1995, the Company employed a total of 260 employees; 221 employees work at the Company's plant and warehouse facilities in St. Louis, Missouri; 9 employees work at the Company's facility in the United Kingdom and 30 employees work at the Company corporate headquarters in Rockville, Maryland (see "Properties"). Effective March 1, 1994, the Company entered into a five-year agreement with the Teamsters Local Union No. 688 ("Teamsters") which is affiliated with the International Brotherhood of Teamsters, Chauffeurs, Warehousemen and Helpers of America. Teamsters are the exclusive agent for all production and maintenance employees of the Company at its St. Louis facility. Approximately 117 employees are covered by this collective bargaining agreement. The new labor union contract did not significantly change the mix of benefits previously provided to such employees. ITEM 2. PROPERTIES The Company's corporate headquarters occupy approximately 17,000 square feet in an executive office building complex located in Rockville, Maryland. STI signed a ten-year lease agreement for this office space beginning January 1992. This facility contains corporate administration; human resources; finance; commercial business development; regulatory affairs; and product, design and development functions. During the fourth quarter of fiscal 1995, the Company initiated a restructuring plan which may include the relocation of its corporate office in fiscal 1996 to reduce occupancy costs and possible sublease of current office space. See Note 3 in Notes to Consolidated Financial Statements. The Company's primary pharmaceutical operations are located in St. Louis, Missouri. These facilities are used primarily for formulation, aseptic filling, assembly and final packaging of the Company's auto-injectors and prefilled syringes. The St. Louis manufacturing facilities consist of eight separate buildings occupying approximately 90,000 square feet. The principal St. Louis facilities are leased pursuant to lease agreements which begin to expire in fiscal 1996 and 1997 but contain renewal options for additional five-year and ten-year periods. See "Leases" in Note 10 of the Notes to Consolidated Financial Statements included herein pursuant to Part II of this Form 10-K. STI International Limited is located in the Medway City Industrial Estate, an enterprise zone in Rochester, Kent in the United Kingdom. The facility consists of one modern building occupying approximately 4,200 square feet. Prior to STI's acquisition of Medimech's assets, the facility was used primarily for aseptic assembly and final packaging of Medimech's automatic injector products. Presently, this facility is used as a sales and marketing office to promote STI's commercial and military products in Europe and the Middle East. During the fourth quarter of fiscal 1995, the Company re-activated this facility to assemble and package the Mediject morphine auto-injector under a contract with the United Kingdom Ministry of Defense. The facility is leased pursuant to a lease which expires in 2010. 16 The Company believes that its current production facilities in St. Louis, Missouri are suitable and adequate for the Company's purposes. The Company is re-evaluating the timing and extent of plans to modify its existing pharmaceutical facility or pursue the acquisition of a new pharmaceutical production facility to consolidate existing pharmaceutical production facilities. See "Management's Discussion and Analysis of Financial Condition and Results of Operations" included herein pursuant to Part II of this Form 10-K. ITEM 3. LEGAL PROCEEDINGS Information required by this Item 3 is included in Note 10 "Commitments and Contingencies - Litigation," of the Notes to Consolidated Financial Statements included herein pursuant to Part II of this Form 10-K. ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS There were no matters submitted by the Company during the fourth quarter of fiscal 1995 to a vote of security holders, through the solicitation of proxies, or otherwise. EXECUTIVE OFFICERS OF THE REGISTRANT The following table lists, as of September 30, 1995, the names and ages of all executive officers of the Company, and their positions and offices held with the Company. Present Positions _________________ Name Age with the Company ____ ___ ________________ James H. Miller 57 President and Chief Executive Officer Jeffrey W. Church 38 Sr. Vice President-Finance and Chief Financial Officer Glenn F. Wickes, Jr. 50 Sr. Vice President-Pharmaceutical Operations O. Napoleon Monroe, III 49 Vice President There are no family relationships among the executive officers and directors of the Company as a group. Mr. Miller joined the Company as President in June 1989 and was elected Chief Executive Officer in June 1990. In November 1993, Mr. Miller assumed the additional post of chairman and chief executive officer of Brunswick Biomedical Corporation while continuing his position with STI. Prior to joining the Company, Mr. Miller served as Executive Vice President of Beecham Laboratories from February 1987 to May 1989, 17 responsible for the Pharmaceutical and Animal Health Divisions. Prior to joining Beecham, Mr. Miller spent ten years with Frank J. Corbett, Inc. (Advertising Agency) as Executive Vice President and fourteen years in marketing management with Abbott Laboratories. Mr. Church joined the Company in April 1986 as Corporate Controller, became Vice President - Finance and Chief Financial Officer in June 1988 and became Senior Vice President - Finance and Chief Financial Officer in November 1994. Prior to joining the Company, Mr. Church was with the accounting firm of Price Waterhouse LLP in Baltimore, MD for seven years. Mr. Wickes joined the Company as Vice President of Pharmaceutical Operations in August 1993 and became Senior Vice President of Pharmaceutical Operations in November 1994. Prior to joining the Company, Mr. Wickes served as Executive Vice President of Duoject Medical Systems from December 1991 to July 1993, responsible for new business development and technical affairs for this specialized drug delivery company. Prior to joining Duoject, Mr. Wickes was Director of Operations, Marketing and New Business Development for Adria Sterile Products, Inc. from April 1988 until December 1991. Prior to joining Adria, Mr. Wickes held senior executive positions at Summa Manufacturing Corporation and Ben Venue Laboratories, Inc. Mr. Monroe was elected Vice President in June 1988. Since joining the Company in 1974, Mr. Monroe has held positions in project management, materials management, and planning and development. PART II ITEM 5. MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED STOCKHOLDER MATTERS The Company's common stock is traded in the over-the-counter market and is quoted in the NASDAQ National Market System under the symbol STIQ. Market quotations do not necessarily reflect actual transactions and do not reflect inter-dealer prices without retail mark-up, mark-down or commission. The following table sets the high and low sales prices of the Company's common stock in the over-the-counter market, for each fiscal quarter during the two year period ended July 31, 1995, as reported by the National Association of Securities Dealers, Inc. 1995 1994 _________________ __________________ Quarter High Low High Low ____________________________________________________________ First $8 3/4 $6 1/2 $14 3/4 $ 8 3/4 Second 9 1/4 6 3/4 14 1/2 12 Third 10 7 1/4 13 1/2 11 Fourth 9 1/2 7 1/4 12 6 1/2 ____________________________________________________________ The Board of Directors has not declared any dividends on the Company's stock since its organization. As of September 30, 1995, the number of shareholders of record was 412. 18 ITEM 6. SELECTED FINANCIAL DATA Survival Technology, Inc. - Five-Year Summary of Operations and Financial Information (In Thousands, Except Per Share Data) Year Ended July 31 1995 1994 1993 1992 1991 Operations: Net sales $25,487 $24,856 $30,075 $40,931 $46,661 Gross profit 8,259 8,657 9,726 8,133 9,860 Operating income (1) 890 1,928 3,111 2,153 3,068 Gain on sale of Medical Device Division 1,562 Other income (expense), net (180) 81 (106) 158 (10) Income before income taxes and extraordinary item 710 3,571 3,005 2,311 3,058 Provision for income tax 250 1,442 1,160 634 1,242 ________ _______ ________ _______ ________ Income before extraordinary item 460 2,129 1,845 1,677 1,816 Extraordinary item 37 1,162 ________ _______ ________ _______ ________ Net income $ 460 $ 2,129 $ 1,845 $ 1,714 $ 2,978 ________ _______ ________ _______ ________ ________ _______ ________ _______ ________ Per share data: Income before extraordinary item $ .15 $ .68 $ .60 $ .55 $ .60 Extraordinary item .01 .39 ________ _______ ________ _______ ________ Net income $ .15 $ .68 $ .60 $ .56 $ .99 ________ _______ ________ _______ ________ ________ _______ ________ _______ ________ Average common shares and common share equivalents outstanding 3,102 3,118 3,092 3,086 3,004 ________ _______ ________ _______ ________ ________ _______ ________ _______ ________ Financial position: Current assets $11,553 $10,227 $10,022 $13,937 $12,271 Working capital 3,668 5,193 5,635 5,782 4,190 Fixed assets, net 14,209 11,893 9,801 7,818 5,334 Total assets 27,715 24,201 21,911 22,487 18,383 Long-term debt 1,486 1,620 2,740 2,014 1,477 Shareholders' equity 16,150 15,690 13,558 11,149 8,799 (1) Fiscal 1995 operating income includes a restructuring charge of $450,000. The Company has not declared any dividends on its common stock since its inception. 19 ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS INTRODUCTION The following discussion and analysis of financial condition and results of operations cover the fiscal years ended July 31, 1995, 1994 and 1993. RESULTS OF OPERATIONS 1995 AND 1994 The Company reported net income of $257,300 ($.08 per share) and $460,500 ($.15 per share) on sales of $8.5 million and $25.5 million for the fourth quarter and fiscal year ended July 31, 1995. This compares with net income of $973,900 ($.31 per share) and $2.1 million ($.68 per share) on sales of $5.8 million and $24.9 million for the quarter and fiscal year ended July 31, 1994. Fiscal 1994 operating results include a $953,000 ($.30 per share) non-recurring gain, net of tax, from the fourth quarter sale of the Company's Medical Device Division ("MDD"). Fiscal 1995 operating results were adversely effected by a $292,500 ($.09 per share) restructuring charge, net of tax, recorded in its fourth quarter. Absent this restructuring charge in fiscal 1995 and the non-recurring gain in fiscal 1994, fourth quarter earnings in the current year would have improved by 528,900 ($.17 per share) over this same prior year period and earnings for the fiscal year ended July 31, 1995 would have decreased by $422,500 ($.14 per share) or 36% when compared with fiscal 1994 operating results. Operating income for the fourth quarter increased from $61,000 in fiscal 1994 to $905,000 in fiscal 1995 before restructuring charges. This improvement resulted from increased revenues from continuing operations of $2.9 million (absent revenues from the MDD) coupled with higher gross margins (33% in fiscal 1995 compared with 27% in fiscal 1994). This revenue increase can be attributed to higher sales of both military auto-injectors ($1.7 million) and commercial products ($1.2 million). Also contributing to these favorable variances was the absence of revenue in the fourth quarter of fiscal 1994 due to the previously reported shutdown of the Company's St. Louis manufacturing facility in late July 1994 for maintenance and repairs to production support equipment. The plant was reactivated in late August 1994. Revenues in fiscal 1995 increased $2.5 million (11%) over the prior year, exclusive of the $1.9 million in revenues generated by the MDD which was sold in fiscal 1994. Contributing to this sales improvement was a $3.4 million (48%) increase in military product sales which was partially offset by a $900,000 (6%) decrease in commercial sales. While current year revenues were increasing over the prior year, gross margins were decreasing from 35% in fiscal 1994 to 32% in the current fiscal year. This decline in gross margins is attributable to several factors including the plant shutdown discussed above, lower revenues from funded R&D activities and lower margin foreign military auto-injector sales. The Company's competitive bid for this foreign military contract anticipated a lower margin in pursuit of contact award to better position itself for future business. 20 Military product sales in fiscal 1995 consisted of $7.4 million in revenue from the U.S. Department of Defense ("DoD") which represents a $1.8 million (31%) increase over fiscal 1994. This was the result of increased orders by the DoD for incremental product under the base maintenance contract during the current year. Foreign military sales were $3 million in fiscal 1995 which represents a $1.6 million (113%) increase over the prior year. This increase is attributable to the Company's competitive bid for a foreign military contract anticipating a lower margin in pursuit of contract award. This was done in an effort to better position STI for additional future business and minimize bid losses to a competitor with local manufacturing operations, which occured in fiscal 1994. The Company is implementing a cost reduction program covering its military product line to improve margins and secure additional business in the highly competitive international marketplace. The base maintenance contract is a continuation of the program adopted in 1993 by the DoD to assure adequate supplies of critical items in the event of war. STI is the only U.S. supplier of nerve gas antidote auto-injectors, which were widely deployed by the allied forces during the Persian Gulf War. This contract calls for the retention of key personnel and facilities to assure expertise for manufacturing auto-injectors containing nerve gas antidotes, the storage of serviceable material from expired auto-injectors, the management of the DoD's shelf-life extension program and new product orders. A surge capability provision allows for the coverage of defense mobilization requirements in the event of rapid military deployment. Moreover, the contract has been expanded to include the pre-stocking of critical components at STI's St. Louis manufacturing facility to enhance readiness and mobilization capability. This contract represents a cost-saving measure for the Government by allowing the DoD to consolidate its warehouse depots and personnel necessary to manage this material. During the first quarter of fiscal 1996, the Company was awarded a new base maintenance contract through September 1996 with two one-year renewal options. This will be the fourth consecutive year in which STI has contracted with the DoD under this unique program. In addition to the services already provided under this contract, the Company has undertaken actions to become a qualified manufacturer of the Diazepam auto-injector for the DoD. During the fourth quarter of fiscal 1995, the Company completed its development of the Diazepam auto-injector with the submission of a supplemental NDA by the DoD to the FDA. This supplemental NDA is currently under review by the FDA who commenced their pre-approval inspection of STI's manufacturing facility during the first quarter of fiscal 1996. Approval is expected in fiscal 1996 with initial deliveries of Diazepam auto-injectors to begin immediately following FDA approval. The decline in commercial sales is attributable to lower revenues from both CytoGuard sales and funded R&D activities. These lower revenues were partially offset by a strong growth in revenues from the Company's EpiPen-Registered Trademark- auto-injector. The EpiPen contains epinephrine and is indicated for self-injection by persons who are at risk for severe allergic reactions to bee stings, insect bites and ingestion of certain foods. Sales of EpiPen aggregated $9.8 million in fiscal 1995 which represents a $1.4 million (17%) increase over fiscal 1994. This increase is primarily attributable to expanded 21 promotional efforts over the last two years by Center Laboratories, Inc. ("Center"), STI's exclusive distributor of the EpiPen. The Company anticipates EpiPen sales to continue improving over prior year levels with Center's continuing expansion of marketing efforts in the U.S. and international markets coupled with the new EpiE-ZPen-TM- launch planned for early calendar year 1996. This new injector which received FDA approval in August 1995, has additional safety features and user convenience enhancements to better serve the consumer market and will be positioned to expand epinephrine auto-injector use in the U.S. and abroad. The Company's patented CytoGuard Aerosol Protective Device-Registered Trademark-, which is sold exclusively in the United States to Bristol-Myers Squibb ("BMS") is designed to reduce the risk of exposure of health care professionals while reconstituting toxic drugs being administered to patients, such as chemotherapeutics. CytoGuard revenues were $1.6 million in fiscal 1995, which represents a 48% decrease from the $3 million recognized in fiscal 1994. During fiscal 1994, the Company under the direction of BMS, changed the packaging of this product from a single unit to a multi-unit package. Creation of inventories of the new multi-unit package coupled with lower in-market sales of BMS' products resulted in lower CytoGuard sales in STI's fiscal 1995 with this decline expected to continue in fiscal 1996. STI is continuing to work with a number of pharmaceutical and biotechnology companies to formulate their drugs for use in the Company's proprietary drug delivery systems. Revenues from these development contracts during the current year were $2.3 million, which represents a $598,000 (21%) decrease from last year. Fiscal 1996 revenues from these activities are expected to be comparable to the current fiscal year. Development programs include feasibility and stability studies as well as the manufacturing of clinical trial materials in the Company's St. Louis pilot plant. If feasibility and stability studies are successful and all regulatory approvals are received, the Company anticipates contracts in the coming years to manufacture these products in vials, prefilled syringes or STI's proprietary auto-injector systems. Selling, general and administrative expenses ("SG&A") decreased $298,300 (7%) during fiscal 1995 when compared with fiscal 1994. This decrease resulted primarily from the absence of SG&A expenses related to the MDD which was sold in July 1994. During the fourth quarter of the current fiscal year, a restructuring plan was approved by the Company's Board of Directors resulting in a $450,000 restructuring charge against operations. Certain organizational changes will be implemented during fiscal 1996 to streamline reporting relationships designed to provide a better strategic focus within the Company. To this end, the Company is exploring various alternatives relating to occupancy cost reductions at its corporate headquarters in Rockville, Maryland. See Note 3 in Notes to Consolidated Financial Statements. This restructuring plan is expected to further reduce SG&A expenses in fiscal 1996 and beyond. Research and development expenditures remained relatively constant decreasing $81,600 (8%) in the current year. The Company remains focused on development 22 efforts related to its new generation auto-injector products designed for outpatient/in-home use. These products target infrequent injection of medication in acute episodes of disease as well as treatment of chronically ill patients. The Company expects R&D expenses in fiscal 1996 to be comparable to fiscal 1995. Depreciation and amortization increased $570,100 (46%) in fiscal 1995 when compared with the prior year. The Company continues to invest significantly in capital expenditures (see "Balance Sheet Review") and, as previously reported, expected depreciation expense to increase in the current period and in future periods. Also contributing to this increase was the accelerated amortization/write-off of certain patent costs which the Company does not believe will provide previously anticipated future benefit. Other income, net of other expenses, decreased $1.9 million in the current fiscal year primarily due to the $1.6 million pre-tax gain on the sale of the MDD in fiscal 1994. See Note 4 in Notes to Consolidated Financial Statements. Also contributing to this increase was higher interest expense of $302,300 in fiscal 1995 due to higher levels of bank borrowings as well as the commencement of interest payments on the outstanding note payable to Syntex Laboratories, Inc. (see "Liquidity and Capital Resources" following). 1994 AND 1993 The Company reported net income of $2,128,500 ($.68 per share) on sales of $24.9 million for the fiscal year ended July 31, 1994. This represents a 15% increase in net income when compared with net income of $1,844,600 ($.60 per share) on sales of $30.1 million for the prior year. Fiscal 1994 net income includes a non-recurring gain, net of tax, of $953,000 ($.30 per share) on the sale of the Company's MDD. See Note 4 in Notes to Consolidated Financial Statements. Sales of the MDD's products, principally electronic heart monitoring medical devices, known as CardioBeeper-Registered Trademark- ECG transmitters, generated revenues of $1.9 million and $1.35 million in fiscal years 1994 and 1993, respectively. In fiscal 1994, the decline in revenues was primarily due to the termination of the Company's Manufacturing and Packaging Agreement with Syntex Laboratories, Inc. ("Syntex") in the first quarter of fiscal 1993 coupled with the anticipated decline in revenues from military products. Sales to Syntex with their drug Toradol-Registered Trademark- accounted for $4 million in revenue in fiscal 1993. Also contributing to this sales decline were lower international sales of STI's military auto-injectors. Military product sales decreased $5.9 million (45%) to $7.1 million in the current fiscal year when compared with the prior year. The Company bid on a foreign military auto-injector contract which called for deliveries in the second half of fiscal 1994. The contract was awarded, in its entirety, to a competitor with local manufacturing operations. Increased sales of commercial products (exclusive of Toradol) partially offset the decline in sales mentioned above. Revenue from commercial products increased $4.7 million (36%) from $13.1 million in fiscal 1993 to $17.8 million in fiscal 1994. This increase resulted from higher sales of the Company's EpiPen auto-injector and its 23 contract filling and packaging services coupled with growth in auto-injector development contracts. Sales of EpiPen aggregated $8.3 million in fiscal 1994 which represents an increase of $2.9 million (54%) over fiscal 1993. This increase is primarily attributable to expanded promotional efforts by Center. CytoGuard revenues were $3.1 million in fiscal 1994, which represents a 14% decrease from the $3.6 million in fiscal 1993 due to the packaging change of this product as previously discussed. Revenues from development contracts during fiscal 1994 increased $1.1 million (59%) to $2.9 million. Development programs include feasibility and stability studies as well as the manufacturing of clinical trial materials in the Company's St. Louis pilot plant. If feasibility and stability studies are successful and all regulatory approvals are received, the Company anticipates contracts in the coming years to manufacture these products in vials, prefilled syringes or STI's proprietary auto-injector systems. The industrial base maintenance contract, generated revenues of $5.7 million in fiscal year 1994 and $4 million in the prior fiscal year. With no comparable revenues from this contract in the first quarter of fiscal 1993 and no incremental product deliveries during fiscal 1993, a $1.7 million (43%) increase in military sales was experienced in fiscal 1994. Gross margins improved, to 35% in fiscal 1994 from 32% in fiscal 1993 on the strength of increased sales of higher margin commercial products and services. Selling, general and administrative ("SG&A") expenses remained constant at $4.5 million in fiscal 1994 and fiscal 1993. The absence of sales commission expense and foreign currency exchange rate losses incurred in the prior fiscal year on sales of AtroPen auto-injectors to an allied foreign government offset an otherwise nine percent increase in SG&A expenses during the current fiscal year. This increase was primarily due to the Company's continued investment in commercial pharmaceutical marketing and product development activities. Research and development expenditures increased $120,500 (13%) in fiscal 1994 as anticipated due to ongoing developmental efforts related to the Company's new family of auto-injectors. These new auto-injectors include single use, reloadable, wet/dry, and multiple chamber auto-injectors to accommodate the expanding variety of injectable drugs that demand safe and convenient patient self-administration. During fiscal 1994, the Company completed deliveries under a contract with the Canadian Ministry of Defense for a wet/dry auto-injector and commenced deliveries on another contract with the United Kingdom Ministry of Defense for a morphine auto-injector. The Company also announced the award of a development contract with the DoD for a multiple chamber auto-injector. Depreciation and amortization remained relatively constant increasing $34,900 (3%) in fiscal 1994. This increase was expected due to significant levels of capital expenditures made in fiscal 1994, coupled with increased amortization expense associated with patents acquired from Medimech International, Ltd. in November 1992. 24 Other income, net of other expenses, increased $1.7 million in the current fiscal year primarily due to the pre-tax gain on sale ($1.6 million) of the MDD. See Note 4 in Notes to Consolidated Financial Statements. Interest expense decreased $9,000 (11%) in the current fiscal year as capitalized interest costs totalled $130,100 in fiscal 1994 compared with $116,200 in the prior fiscal year. The provision for income taxes, recorded in fiscal 1994 and 1993 aggregated $1,442,000 and $1,159,700, respectively, which was consistent with the statutory tax rate. LIQUIDITY AND CAPITAL RESOURCES The Company has a revolving credit agreement ("Agreement") with Merrill Lynch Business Financial Services, Inc. ("MLBFS") with a maximum commitment of $5 million. Outstanding borrowings under the Agreement totalled $3.9 million at July 31, 1995 with an interest rate equal to the 30-day commercial paper rate as published in the Wall Street Journal plus 265 basis points (8.48% at July 31, 1995). The Agreement is collateralized by substantially all of the Company's assets and general intangibles. Financial covenants under the Agreement require the Company to maintain certain levels of tangible net worth and debt to net worth ratios and limits capital expenditures in any one fiscal year to $5 million. On October 2, 1995, the Agreement was extended through September 30, 1996 with the same terms and conditions. Over the last three fiscal years, the Company has expended $9.3 million for capital equipment designed to expand production capacity to accommodate commercial sales growth. Partial proceeds from a $5.4 million secured loan agreement with Syntex were used to finance a portion of this capital program. Principal repayments commenced August 1, 1991 through credits against amounts invoiced to Syntex for product delivered under a related Manufacturing and Packaging Agreement. As part of the termination of this agreement, the repayment terms of the loan agreement were modified to include an eighteen-month moratorium on the repayment of principal beginning with the calendar quarter ended March 31, 1993 through the calendar quarter ended June 30, 1994. Principal payments to Syntex resumed for the calendar quarter ended September 30, 1994 at the minimum of $200,000 per quarter reducing the outstanding loan balance $800,000 in fiscal 1995 to $1.4 million. The non-interest bearing outstanding loan balance was $2.2 million from January 1, 1993 through June 30, 1994 and effective July 1, 1994 began to bear interest at the same rate the Company pays on its current line of credit facility. Interest expense recognized on this loan totalled $156,200 in fiscal 1995. The loan is subject to acceleration upon the occurrence of certain events. See Note 6 in Notes to Consolidated Financial Statements. The Company will have significant capital needs over the next five years which will need to be funded externally. Its manufacturing facility currently consists of eight separate buildings. The Company plans to consolidate operations which will result in the elimination of several manufacturing buildings and significantly reduce manufacturing costs. Many of the Company's aseptic filling, assembly and final packaging processes are labor intensive and in need of automation. Over the next several years, the Company plans to purchase high-speed, drug cartridge preparation 25 and filling equipment as well as automated assembly and packaging equipment. This equipment will not only increase efficiency and capacity while improving profit margins, but it will also result in less human contact with products during the manufacturing process. Finally, as part of STI's new product development efforts, the Company must purchase high cavitation molds for its new automatic injection devices. To assist in financing the capital investment program mentioned above, the Company entered into a loan agreement with The CIT Group/Equipment Financing, Inc. ("CIT") in May 1995. This arrangement will consist of a series of loans for the acquisition of production molds, high speed component preparation and filling equipment and facility renovations not to exceed a maximum aggregate of $3 million. Additional terms include repayment of each loan in sixty (60) equal monthly installments at a fixed interest rate equal to the Treasury Yield (as published in the Wall Street Journal two business days prior to closing a loan amount) plus 247 basis points. The outstanding loan balance was $996,600 at July 31, 1995 with an interest rate of 9.2%. See Note 6 in Notes to Consolidated Financial Statements. BALANCE SHEET REVIEW Working capital decreased $1.5 million (29%) from $5.2 million at July 31, 1994 to $3.7 million at July 31, 1995 as the result of higher bank borrowings partially offset by higher levels of inventory. Receivables remained constant at $5.9 million, while inventory levels increased $1 million (36%). This increase was necessary to support orders for U.S. DoD military auto-injectors in fiscal 1996 as well as component purchases for new product launches, including the EpiE-ZPen and the Diazepam auto-injectors. The EpiE-ZPen received final FDA approval during the first quarter of fiscal 1996 with the Diazepam auto-injector approval also expected in fiscal 1996. Initial deliveries of these products are expected during the second and third quarters of fiscal 1996. Prepaid expenses and other current assets decreased $245,900 (42%) primarily due to the timing of payments on certain insurance premiums coupled with lower premium rates. Note payable to bank increased $2.6 million to fund capital expenditures and working capital requirements. Accounts payable decreased $313,600 (24%) primarily from the absence of payables related to the MDD which was sold at July 31, 1994. Other liabilities and accrued expenses increased $418,200 (34%) due to a $450,000 accrual made in fiscal 1995 for a restructuring charge (see Note 3 in Notes to Consolidated Financial Statements) which was partially offset by a lower accrual for income taxes payable due to lower earnings in fiscal 1995. Note payable to Syntex decreased $800,000 (37%) in conjunction with principal payments made under this obligation in fiscal 1995. Other long-term debt including the current portion, increased $799,100 as the Company was advanced $1 million in loan proceeds from CIT for capital expenditures as discussed above in "Liquidity and Capital Resources", which were partially offset by payments on the non-interest bearing note payable to EM Industries, Inc. as well as payments on capital lease obligations. The capital lease was used to finance the Company's fully integrated management information system which will automate current administrative and production support 26 systems throughout the Company and facilitate future growth. See Note 6 in Notes to Consolidated Financial Statements. Capital expenditures which totalled $3.9 million in fiscal 1995 consisted primarily of improvements designed to automate and expand current production processes at the Company's St. Louis facility. See "Liquidity and Capital Resources" above. While the net deferred tax liability remained relatively constant increasing $32,800 (8%), other noncurrent liabilities increased $121,600 (33%) primarily as a result of accrued postretirement benefit costs recorded in fiscal 1995. See Note 9 in Notes to Consolidated Financial Statements. INFLATION AND ACCOUNTING POLICIES In the view of management, the low levels of inflation in recent years and changing prices have had no significant effect on the Company's financial condition and results of operations. Generally, the Company is able to mitigate the effects of inflation on operating costs and expenses through price increases and productivity gains. During fiscal 1994, the Company adopted Statements of Financial Accounting Standards No. 106, "Employers' Accounting for Postretirement Benefits other than Pensions" and No. 109, "Accounting for Income Taxes." See Notes 9 and 8, respectively, in Notes to Consolidated Financial Statements. 27 ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA CONSOLIDATED BALANCE SHEETS SURVIVAL TECHNOLOGY, INC. _____________________________________________________________________________ July 31 1995 1994 _____________________________________________________________________________ ASSETS Current assets: Cash $ 503,600 $ 65,000 Receivables,less allowance for doubtful accounts of $13,000 and $30,000 5,852,700 5,936,300 Inventories 3,829,800 2,795,300 Prepaid expenses and other assets 336,100 582,000 Deferred income taxes 1,030,900 848,100 ___________ ___________ Total current assets 11,553,100 10,226,700 ___________ ___________ Fixed assets: Furniture and equipment 15,389,000 14,123,600 Leasehold improvements 5,619,800 3,400,800 Construction in progress 3,572,500 3,395,300 ___________ ___________ 24,581,300 20,919,700 Less accumulated depreciation and amortization 10,372,400 9,027,000 ___________ ___________ 14,208,900 11,892,700 ___________ ___________ Patents and licenses, at cost less amortization of $517,200 and $572,800 1,916,800 1,986,500 Other noncurrent assets 36,300 95,300 ___________ ___________ $27,715,100 $24,201,200 ___________ ___________ ___________ ___________ LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities: Note payable to bank $ 3,917,000 $ 1,304,500 Note payable to Syntex 800,000 800,000 Current portion of long-term debt 492,600 358,900 Accounts payable 1,016,800 1,330,400 Restructuring reserve 450,000 Other liabilities and accrued expenses 1,208,400 1,240,200 ___________ ___________ Total current liabilities 7,884,800 5,034,000 Long-term debt: Note payable to Syntex 588,400 1,388,400 Other long-term debt 897,200 231,800 Deferred revenue 250,000 250,000 Other noncurrent liabilities 489,200 367,600 Deferred income taxes 1,455,000 1,239,400 ___________ ___________ Total liabilities 11,564,600 8,511,200 ___________ ___________ Commitments and contingencies Shareholders' equity: Common stock $.10 par value; 10,000,000 shares authorized; 3,085,400 and 3,085,400 shares issued and outstanding 308,500 308,500 Paid-in capital in excess of par value 5,072,700 5,072,700 Retained earnings 10,769,300 10,308,800 ___________ ___________ Total shareholders' equity 16,150,500 15,690,000 ___________ ___________ $27,715,100 $24,201,200 ___________ ___________ ___________ ___________ See Notes to Consolidated Financial Statements. 28 CONSOLIDATED STATEMENTS OF INCOME SURVIVAL TECHNOLOGY, INC. ______________________________________________________________________________ Year Ended July 31 1995 1994 1993 ______________________________________________________________________________ Net sales $25,486,800 $24,856,500 $30,074,900 Cost of sales 17,227,500 16,199,600 20,348,800 ____________ ____________ ____________ Gross profit 8,259,300 8,656,900 9,726,100 ____________ ____________ ____________ Selling, general, and administrative expenses 4,171,500 4,469,800 4,511,300 Research and development expenses 943,000 1,024,600 904,100 Depreciation and amortization expenses 1,805,000 1,234,900 1,200,000 Restructuring charge 450,000 ____________ ____________ ____________ 7,369,500 6,729,300 6,615,400 ____________ ____________ ____________ Operating income 889,800 1,927,600 3,110,700 ____________ ____________ ____________ Other income (expense): Interest expense (372,900) (70,600) (79,600) Other income (expense), net 193,200 151,200 (26,800) Gain on sale of Medical Device Division 1,562,300 ____________ ____________ ____________ (179,700) 1,642,900 (106,400) ____________ ____________ ____________ Income before income taxes 710,100 3,570,500 3,004,300 Provision for income taxes 249,600 1,442,000 1,159,700 ____________ ____________ ____________ Net income $ 460,500 $ 2,128,500 $ 1,844,600 ____________ ____________ ____________ ____________ ____________ ____________ Per common share: Net income $.15 $ .68 $ .60 ____________ ____________ ____________ ____________ ____________ ____________ See Notes to Consolidated Financial Statements. 29 CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY SURVIVAL TECHNOLOGY, INC. Paid-in Capital in Common Stock Excess of Retained Shares Amount Par Value Earnings Total __________________________________________________________________________________________________________ Balance at July 31, 1992 3,027,600 $302,800 $4,510,400 $6,335,700 $11,148,900 1993 net income 1,844,600 1,844,600 Exercise of stock options 3,000 300 29,900 30,200 Issuance of common stock 61,900 6,200 593,800 600,000 Employee stock compensation (7,500) (800) (134,100) (134,900) Tax benefit from incentive stock option shares sold 68,900 68,900 __________ __________ ___________ ___________ ____________ Balance at July 31, 1993 3,085,000 308,500 5,068,900 8,180,300 13,557,700 1994 net income 2,128,500 2,128,500 Exercise of stock options 400 3,800 3,800 __________ __________ ___________ ___________ ____________ Balance at July 31, 1994 3,085,400 308,500 5,072,700 10,308,800 15,690,000 1995 net income 460,500 460,500 __________ __________ ___________ ___________ ____________ Balance at July 31, 1995 3,085,400 $ 308,500 $5,072,700 $10,769,300 $16,150,500 __________ __________ ___________ ___________ ____________ __________ __________ ___________ ___________ ____________ See Notes to Consolidated Financial Statements. 30 CONSOLIDATED STATEMENTS OF CASH FLOWS SURVIVAL TECHNOLOGY, INC. ____________________________________________________________________________________________________ Year Ended July 31, 1995 1994 1993 ____________________________________________________________________________________________________ Cash flows from operating activities: Net income $ 460,500 $2,128,500 $ 1,844,600 Adjustments to reconcile net income to net cash provided by (used for) operating activities net of effects from sale of Medical Device Division in 1994 and purchase of Medimech in 1993: Depreciation and amortization 1,805,000 1,234,900 1,200,000 Gain on sale of Medical Device Division (1,562,300) (Gain) loss on equipment disposals (63,500) 31,900 Deferred income taxes 32,800 660,300 (131,200) Employee stock compensation (134,900) Deferred lease incentives (30,200) 16,800 16,800 Decrease (increase) in receivables 83,600 (805,800) 1,513,200 (Increase) decrease in inventories (1,034,500) (230,800) 2,407,300 Decrease (increase) in prepaid expenses and other assets 216,700 (35,600) 14,100 Decrease in accounts payable (313,600) (141,300) (1,212,700) Increase in deferred revenue 250,000 Increase (decrease) in other liabilities and accrued expenses 570,200 314,800 (279,400) __________ ___________ ____________ Net cash provided by operating activities 1,790,500 1,766,000 5,269,700 __________ ___________ ____________ Cash flows from investing activities: Purchases of fixed assets (3,797,800) (3,172,800) (2,322,400) Purchases of patents and licenses (199,900) (184,800) (113,500) Purchase of Medimech assets (1,524,200) Decrease (increase) in other noncurrent assets 34,200 (38,200) (89,700) __________ ___________ ____________ Net cash used for investing activities (3,963,500) (3,395,800) (4,049,800) __________ ___________ ____________ Cash flows from financing activities: Net proceeds (payments) on note payable to bank 2,612,500 1,704,500 (1,800,000) Payments on note payable to Syntex (800,000) (354,300) Proceeds on other long-term debt 1,299,300 300,000 Payments on other long-term debt (500,200) (288,200) (53,400) Proceeds from issuance of common stock 3,800 630,200 Tax benefit from incentive stock option shares sold 68,900 __________ ___________ ____________ Net cash provided by (used for) financing activities 2,611,600 1,420,100 (1,208,600) __________ ___________ ____________ Net increase (decrease) in cash 438,600 (209,700) 11,300 Cash at beginning of year 65,000 274,700 263,400 __________ ___________ ____________ Cash at end of year $ 503,600 $ 65,000 $ 274,700 __________ ___________ ____________ __________ ___________ ____________ Cash paid for interest $ 514,300 $ 189,800 $ 212,800 __________ ___________ ____________ __________ ___________ ____________ Cash paid for income taxes $ 234,300 $ 807,200 $ 973,200 __________ ___________ ____________ __________ ___________ ____________ See Notes to Consolidated Financial Statements. 31 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS SURVIVAL TECHNOLOGY, INC. 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES PRINCIPLES OF CONSOLIDATION The consolidated financial statements include the accounts of Survival Technology, Inc. and its wholly owned subsidiaries ("Company"). All intercompany accounts and transactions are eliminated in consolidation. INVENTORIES Inventories relating to commercial and military products are stated at the lower of cost (first-in, first-out) or market. FIXED ASSETS AND DEPRECIATION Fixed assets are stated at cost. The Company computes depreciation and amortization under straight-line and accelerated methods using the following estimated useful lives: Furniture and equipment 2 to 15 years Capital leases and leasehold improvements 4 to 20 years In addition, the Company uses either the units of production method or the straight line method over a 10-year life (whichever period is shorter) to depreciate production molds and tooling over their estimated production life cycle. Major additions and improvements including validation costs are capitalized and ordinary repairs, maintenance, and renewals are expensed in the year incurred. Gains or losses on the sale or retirement of fixed assets result from the difference between sales proceeds and the assets' net book value. PATENTS AND LICENSES Legal costs incurred in connection with patent applications and costs of acquiring patents and licenses are capitalized and amortized on a straight-line basis over the life of the patent (not to exceed seventeen years) or license or over the period expected to be benefited, principally over 5 to 20 years. REVENUE RECOGNITION Sales of medical products are recorded when shipments are made to customers. Revenues from the U.S. Department of Defense industrial base maintenance contract are recorded ratably throughout the contract term, which has been extended through September 1996, with the exception of incidental product sales which are recorded upon shipment to the customer. 32 Revenues from license fees are recorded when the fees are due and non-refundable. Revenues from research and development arrangements are recognized in the period in which related work has been substantially completed. RESEARCH AND DEVELOPMENT Research and development expenses are charged to operations in the period incurred. INCOME TAXES On August 1, 1993, the Company adopted Statement of Financial Accounting Standards No. 109, "Accounting for Income Taxes" (SFAS 109). The adoption of SFAS 109, changed the Company's method of accounting for income taxes from the deferred method to an asset and liability approach. Previously, the Company deferred the past tax effects of timing differences between financial reporting and taxable income. The asset and liability approach requires the recognition of deferred tax assets and liabilities for expected future tax consequences of temporary differences between carrying amounts and tax basis of assets and liabilities. There was no significant cumulative effect on the financial statements upon the adoption of SFAS 109. Prior year's financial statements were not restated. NET INCOME PER COMMON SHARE Net income per common share is computed on the weighted average number of common and common equivalent shares outstanding which were as follows: 3,102,500 in 1995, 3,117,600 in 1994 and 3,091,500 in 1993. Stock options are considered to be common equivalent shares when dilutive. RECLASSIFICATION Certain reclassifications have been made to the fiscal 1994 and 1993 financial statements in order to conform to the fiscal 1995 presentation. 33 2. INVENTORIES Inventories are comprised of the following: July 31 1995 1994 _______ ___________ ___________ Components and subassemblies $2,780,200 $1,739,200 Labor and overhead costs in process 605,100 835,500 Finished goods 674,800 498,400 ___________ ___________ 4,060,100 3,073,100 Inventory reserve (230,300) (277,800) ___________ ___________ $3,829,800 $2,795,300 ___________ ___________ ___________ ___________ 3. RESTRUCTURING CHARGE During the fourth quarter of fiscal 1995, a restructuring plan was approved by the Company's Board of Directors resulting in a $450,000 charge against earnings. Certain organizational changes will be implemented during fiscal 1996 to streamline reporting relationships designed to provide a better strategic focus within the Company. In addition, the Company is exploring various alternatives relating to reducing occupancy costs at its corporate headquarters in Rockville, MD. Additional restructuring charges for severance payments will be recorded during fiscal 1996. The following table sets forth the Company's restructuring charge for the year ended July 31, 1995: Loss From Restructuring of Operations _____________________________________ 1995 ________ Corporate: Relocation of facilities $450,000 ________ ________ The following table sets forth the Company's restructuring reserve as of July 31, 1995: Restructuring Reserve _____________________ 1995 ________ Loss from restructuring charge $450,000 Cash Payments 0 Non-Cash Items 0 ________ $450,000 ________ ________ 34 4. SALE OF MEDICAL DEVICE DIVISION On July 31, 1994, the Company sold substantially all of the assets (exclusive of trade receivables) and the business of its Medical Device Division ("MDD") to Brunswick Biomedical Corporation ("BBC") of Marlboro, Massachusetts. The MDD designed, manufactured and marketed electronic heart monitoring devices known as CardioBeeper-Registered Trademark- ECG transmitters ("CardioBeepers"). James H. Miller, president, chief executive officer and director of the Company also is chairman, president, chief executive officer and a shareholder of BBC. The assets sold consisted primarily of business equipment, inventories of CardioBeepers and related components, patents and customer account lists. In consideration of the asset purchase, BBC paid the Company $2 million in cash at the closing date with future payments not to exceed $1 million based on net sales of the Division over the next five years. The proceeds of the sale ($2 million) were used to reduce current bank borrowings at July 31, 1994. Royalty payments in fiscal 1995 aggregated $133,400. This sale was recorded by the Company in the fourth quarter of its fiscal year ended July 31, 1994 resulting in a non-recurring pretax gain on disposal of $1,562,300 which includes a provision for costs associated with the sale, including employee severance costs and legal expenses. This nonrecurring gain is exclusive of potential future payments. Revenues generated from this division in fiscal 1994 and 1993 were $1.9 million and $1.35 million, respectively. 5. ACQUISITION OF MEDIMECH ASSETS On November 18, 1992, the Company acquired the principal assets of Medimech International Limited ("Medimech"), a designer and manufacturer of auto-injectors based in the United Kingdom for $1,524,200 in cash. In addition, the Company will be required to make future payments for an eight-year period equal to 7.5% of the net sales of Medimech products after such sales exceed $3 million. There have been no additional payments made through July 31, 1995. The acquisition was accounted for as a purchase. The purchase of Medimech was financed in part through an arrangement with E.M. Industries, Inc. ("EMI"), whose division, Center Laboratories, Inc. ("Center"), is the Company's exclusive distributor of EpiPen-Registered Trademark- auto-injectors. EMI provided $1.2 million to the Company in exchange for: 61,900 shares of the Company's common stock, a license fee totalling $300,000 for the exclusive marketing rights to certain future products under agreements to be negotiated and a $300,000 non-interest bearing loan to be repaid through credits on future sales of EpiPen auto-injectors by the Company to Center commencing January 1, 1993. The loan was paid off in fiscal 1995 as repayments aggregated $132,400, $114,100 and $53,500 in fiscal 1995, 1994 and 1993, respectively. The license fee was recorded as revenue in the second quarter of fiscal 1993. The balance of the purchase price was financed by the Company through internal sources. 35 6. DEBT ACTIVITY NOTE PAYABLE TO BANK The Company has a revolving credit agreement ("Agreement") with Merrill Lynch Business Financial Services, Inc. ("MLBFS") with a maximum commitment of $5 million. Outstanding borrowings under the Agreement totalled $3.9 million at July 31, 1995 with an interest rate equal to the 30-day commercial paper rate as published in the Wall Street Journal plus 265 basis points (8.48%) compared with $1.3 million at July 31, 1994 with an interest rate of prime plus 1/2% (7.75%). The agreement is collateralized by substantially all of the Company's assets and general intangibles. Financial covenants under the Agreement require the Company to maintain certain levels of tangible net worth and debt to net worth ratios while limiting capital expenditures to no more than $5 million in any one fiscal year. During the first quarter of fiscal 1996, the Agreement was extended through September 1996 with the same terms and conditions. NOTE PAYABLE TO SYNTEX On April 16, 1991, the Company signed a Loan Agreement (the "Loan Agreement") pursuant to which Syntex Laboratories, Inc. ("Syntex") of Palo Alto, California agreed to lend $5.4 million to the Company. Approximately $2.9 million of the loan proceeds were used to finance capital expenditures with the balance of $2.5 million to finance working capital requirements. The Company drew down on the capital expenditure portion of the Loan Agreement as equipment was purchased. Principal repayments commenced August 1, 1991 through credits against amounts invoiced to Syntex for product delivered under a Manufacturing and Packaging Agreement between the parties. On November 30, 1992, the Company and Syntex agreed to terminate the Manufacturing and Packaging Agreement effective February 15, 1993. As part of this termination agreement, the repayment terms of the Loan Agreement were modified to include an eighteen-month moratorium on the repayment of principal beginning with the calendar quarter ended March 31, 1993 through the calendar quarter ended June 30, 1994. The outstanding loan balance (approximately $2.2 million) was non-interest bearing from January 1, 1993 through June 30, 1994 and effective July 1, 1994 began bearing interest at a rate equal to that which the Company pays on its current commercial line of credit facility. Principal payments resumed for the calendar quarter ended September 30, 1994 at the minimum of $200,000 per quarter and aggregated $800,000 in fiscal 1995 The loan is subject to acceleration upon the occurrence of certain events. The Loan Agreement is collateralized by approximately $6.5 million of existing equipment and general intangibles. Any security interest that Syntex may have on newly acquired equipment by the Company and all proceeds thereof is subject and subordinate to the security interest of MLBFS. 36 OTHER LONG-TERM DEBT On May 23, 1995, the Company entered into a loan agreement with The CIT Group/Equipment Financing, Inc. ("CIT") to assist in financing the Company's capital investment programs. This arrangement will consist of a series of loans for the acquisition of production molds, high speed component preparation and filling equipment and facility renovations not to exceed a maximum aggregate of $3 million. Loan proceeds in fiscal 1995 totalled $1,046,100, of which $996,600 was outstanding at July 31, 1995 with an interest rate of 9.2%. Terms include repayment of each loan in sixty (60) equal monthly installments at a fixed interest rate equal to the Treasury Yield (as published in the Wall Street Journal two business days prior to closing on a loan amount) plus 247 basis points. The agreement with CIT is collateralized by the assets financed with the loan proceeds. CIT's security interest in such assets is subject and subordinate to the security interest of Syntex. Other long-term debt consisted of the following: July 31 1995 1994 _______ _________ _________ CIT Group/Equipment Financing, Inc. $ 996,600 Capital lease obligations (See Note 10) 393,200 $ 458,300 Note payable to EMI, non-interest bearing (See Note 5) 132,400 _________ _________ 1,389,800 590,700 Less current portion 492,600 358,900 _________ _________ Other long-term debt $897,200 $231,800 _________ _________ _________ _________ Minimum annual principal payments on other long-term debt, exclusive of capitalized lease obligations, are as follows: 1996 - $176,700; 1997 - - $192,900; 1998 - $210,700; 1999 - $230,000; 2000 - $186,300. Capitalized interest costs in fiscal 1995, 1994 and 1993 totalled $137,700, $130,100, and $116,200, respectively. 7. STOCK OPTION PLANS The Company has adopted two Stock Option Plans ("the Plans") which reserve 700,000 shares for the granting of options through 2001 and provide for issuance of non-qualified stock options, incentive stock options, stock appreciation rights, incentive shares and restricted stock. Options granted to employees, officers and directors pursuant to the Company's stock option plans generally have been exercisable in varying amounts in cumulative annual installments up to ten years from the date of grant. The exercise price on all options granted during the three years ended July 31, 1995 was equivalent to the market value of the Company's stock on the date of grant. At July 31, 1995, there were no stock appreciation rights outstanding. During fiscal 1992, as part of an executive employment agreement, the Company issued 7,500 restricted shares of common stock at $0.10 par value ($18.50 per share fair market value), which was recorded as compensation. 37 These 7,500 shares were forfeited due to the employee's separation from the Company during fiscal 1993 resulting in the reversal of compensation previously recorded. The following table summarizes the activity in the Company's stock options during fiscal 1995, 1994 and 1993: Number of Shares 1995 1994 1993 ________________ ____________ ____________ _____________ Options outstanding at beginning of year 269,200 169,400 177,900 Granted during the year 60,100 109,700 15,100 Exercised during the year 0 (400) (3,000) Expired or terminated during the year (24,300) (9,500) (20,600) ____________ ____________ _____________ Options outstanding at end of year Number of shares 305,000 269,200 169,400 Price per share $6.75-20.75 $6.75-20.75 $7.375-20.75 Aggregate price $3,205,300 $3,032,800 $2,466,200 Options reserved for granting at end of year 109,100 156,000 263,100 Options exercised during the year Number of shares none 375 3,000 Price per share $10.125 $9.75-10.375 Aggregate price $3,800 $30,200 Fair value per share $12.75 $14.25-15.50 Aggregate fair value $4,800 $45,000 Options exercisable at end of year 176,100 118,600 79,900 The Estate of Stanley J. Sarnoff, the Companies late founder, holds options to purchase up to 32,500 shares of the Company's common stock through September 14, 2000 (as to 30,000 shares) and 2003 (as to 2,500 shares) at a price of $9.875 and $10.78, respectively. The Company is obligated under certain circumstances to register, under the Securities Act of 1933, shares of the Company's stock owned by the Estate. 8. INCOME TAXES As discussed in Note 1, the Company adopted Statement of Financial Accounting Standards No. 109 (SFAS 109), "Accounting for Income Taxes." The adoption of SFAS 109 changes the Company's method of accounting for income taxes from the deferred method (APB 11) to an asset and liability approach. Previously the Company deferred the past tax effects of timing differences between financial reporting and taxable income. The asset and liability approach requires the recognition of deferred tax liabilities and assets for the expected future tax consequences of temporary differences between the carrying amounts and the tax basis of other assets and liabilities. 38 The provision for income taxes in fiscal 1995, 1994 and 1993 consists of: Year Ended July 31 1995 1994 1993 __________________ __________ __________ ___________ Current: Federal 220,000 $ 603,100 $1,008,100 State (3,200) 178,600 282,800 __________ __________ ___________ $ 216,800 781,700 1,290,900 __________ __________ ___________ Deferred: Federal 26,900 588,200 (57,400) State 5,900 72,100 (73,800) __________ __________ ___________ 32,800 660,300 (131,200) __________ __________ ___________ $ 249,600 $1,442,000 $1,159,700 __________ __________ ___________ __________ __________ ___________ The Company provides deferred taxes for temporary differences between the book basis of assets and liabilities for financial reporting purposes and the book basis of assets and liabilities for tax return purposes. The net deferred tax liability is attributable to the following: July 31 1995 1994 _______ ____________ ____________ Inventory valuation $ 175,700 $ 364,200 Uniform inventory capitalization 370,300 290,700 Postretirement benefits 112,900 60,500 Deferred lease income 75,900 Vacation expenses 57,900 62,200 Restructuring charge 173,700 Other 64,500 70,500 ____________ ____________ Gross deferred tax asset 1,030,900 848,100 ____________ ____________ Depreciation (1,370,400) (1,214,200) Patent costs (77,200) Other (7,400) (25,200) ____________ ____________ Gross deferred tax liability (1,455,000) (1,239,400) ____________ ____________ Net deferred tax liability $ (424,100) $ (391,300) ____________ ____________ ____________ ____________ The benefit for deferred income taxes in fiscal 1993 resulted from the following timing differences: Year Ended July 31 1993 __________________ ___________ Inventory valuation $ (508,000) Depreciation 36,100 Other items, net 71,100 Tax credits 269,600 ___________ $ (131,200) ___________ ___________ 39 A reconciliation of the effective tax rate for fiscal 1995, 1994 and 1993 to the U.S. Federal income tax rate is provided in the following tabulation: Year Ended July 31 1995 1994 1993 __________________ ______ _____ _____ Statutory Federal tax rate 34.0% 34.0% 34.0% State taxes, net of Federal tax benefit 4.6% 4.6% 4.6% Other (3.5%) 1.8% ______ _____ _____ Effective income tax rate 35.1% 40.4% 38.6% ______ _____ _____ ______ _____ _____ 9. EMPLOYEE RETIREMENT PLANS PENSION AND SAVINGS PLANS The Company maintains a profit sharing thrift plan covering all full-time employees not covered by a collective bargaining agreement. Annual contributions by the Company under the plan may be made on the basis of available retained earnings up to 6.6% of the base annual salary of all plan participants. Plan benefit allocations are based on the participants' average annual compensation. The Company accrued contributions of $50,000, $75,000 and $120,000 in fiscal 1995, 1994 and 1993, respectively. As part of this profit sharing thrift plan, eligible employees may elect to contribute up to 12% of their base annual salary to the plan. The Company matches a portion of employee contributions which amounted to $161,000, $129,100 and $90,500 in fiscal 1995, 1994 and 1993, respectively. The Company also made payments to pension plans for its full-time employees in St. Louis, Missouri covered by a collective bargaining agreement. Contributions to this plan aggregated $72,900, $76,900 and $115,700 in fiscal 1995, 1994 and 1993, respectively. OTHER POSTRETIREMENT BENEFITS The Company sponsors a postretirement benefit plan ("the Plan") to provide certain medical and life insurance benefits to retirees, their spouses and dependents. Employees terminated from active service after March 1992 who are at least 60 years of age but no more than age 65, with 20 years service, are eligible for medical coverage. Employees who terminated from active service prior to April 1, 1992 who were at least 55 years of age, but no more than age 65, with 10 years service, are eligible for medical and life insurance coverage. Upon reaching age 65, Medicare becomes the retiree's primary medical coverage. The Plan is contributory for medical benefits based on the retiree's years of service and noncontributory for life insurance benefits. 40 On August 1, 1993, the Company adopted Statement of Financial Accounting Standard No. 106 "Employee's Accounting of Postretirement Benefits Other Than Pension" ("SFAS 106"). The Company had previously recorded the expense associated with these benefits on a pay-as-you-go basis. Under SFAS 106, the cost of providing retiree health care and life insurance benefits is actuarially determined and accrued over the service period of an employee. The unrecognized transition obligation upon adoption of the standard on August 1, 1993, was $898,000. The Company has elected to amortize the transition obligation on a straight-line basis over a twenty-year period. The following table sets forth the Plan's funded status reconciled with the amount included in deferred compensation in the balance sheet: July 31 1995 1994 _______ ___________ ___________ Accumulated postretirement benefit obligation: Retirees $ 665,000 $ 234,000 Fully eligible and other Plan participants 554,000 775,000 ___________ ___________ 1,219,000 1,009,000 Plan assets at fair value 0 Unrecognized net loss (98,000) Unrecognized transition obligation (808,000) (852,700) ___________ ___________ Accrued postretirement benefit cost $ 313,000 $ 156,300 ___________ ___________ ___________ ___________ In fiscal year 1995, the Plan incurred an unrecognized net loss of $105,000 which the Company has elected to amortize on a straight-line basis over a fifteen-year period. Net periodic postretirement benefit cost included the following: Year ended July 31 1995 1994 __________________ ________ ________ Service cost-benefits attributed to service during periods $ 53,000 $ 55,000 Interest cost on accumulated postretirement benefit obligation 100,000 76,000 Actual return on Plan assets 0 0 Amortization of net loss 7,000 Amortization of transition obligation 45,000 45,000 ________ ________ Net periodic postretirement benefit cost $205,000 $176,000 ________ ________ ________ ________ For measurement purposes, a 10% annual rate of increase in cost of health care was assumed for fiscal 1995; the rate was assumed to decrease gradually to 5% by 2005 and remain at that level thereafter. The health care cost trend rate assumption has a significant effect on the amounts reported. To illustrate, increasing assumed health care cost by 1% in each year would increase the accumulated postretirement benefit obligation as of July 31, 1995 by $193,000 and the aggregate of the service and interest cost components of net periodic postretirement benefit cost by $45,000 for the year ended July 31, 1995. The weighted average discount rate used in determining the accumulated postretirement benefit obligation was 8%. 41 10. COMMITMENTS AND CONTINGENCIES LEASES The Company has various commitments under capital and operating leases through 2009 relating to computer hardware and software, its pharmaceutical manufacturing facility and warehouses in St. Louis, Missouri, its facility in the United Kingdom and administrative offices in Rockville, Maryland and St. Louis, Missouri. Future minimum rentals as of July 31, 1995 under noncancellable leases are as follows: Capital Operating Year Ending July 31 Leases Leases ___________________ _________ ___________ 1996 $312,100 $ 799,000 1997 93,900 815,500 1998 2,100 801,300 1999 802,900 2000 802,900 Thereafter 2,254,700 _________ ___________ 408,100 $ 6,276,300 ___________ ___________ Less amount representing interest (imputed at 10.5%) (14,900) _________ Capital lease obligation 393,200 Less current portion 266,500 _________ Long-term obligations $126,700 _________ _________ These future minimum rentals do not include CPI adjustments to which some of the leases are subject. The Company incurred rental expense of $773,400 in 1995, $728,300 in 1994 and $721,800 in 1993. During fiscal 1995, the Company amortized $30,200 of lease incentives previously deferred in fiscal 1994 and prior (aggregating $226,600) which were received in connection with a lease for office space. These incentives are being amortized over the ten-year life of the respective lease. SALE/LEASEBACK OF CORPORATE HEADQUARTERS BUILDING In connection with the December 1988 sale of the Company's former corporate headquarters building in Bethesda, Maryland, the Company's obligations under the Leasehold Deed of Trust ("Ground Lease") were assigned to and assumed by the purchaser of the building. The Company remains contingently liable under the Ground Lease. The annual commitment under the Ground Lease aggregated $140,100 in 1995 (adjusted for increases in the Consumer Price Index) and extends until the year 2042. 42 LITIGATION Lawsuits and claims are filed from time to time against the Company and its subsidiaries in the ordinary course of business. Management of the Company, after reviewing developments to date with legal counsel, is of the opinion that the outcome of such matters will not have a material adverse effect on the consolidated financial position or results of operations of the Company. GOVERNMENT CONTRACT REVENUE The Company's supply contracts with the Department of Defense ("DoD") are subject to post-award audit and potential price redetermination. In the opinion of management, adjustments, if any, on completed contracts would not have a material adverse effect on the Company's consolidated financial position or results of operations. EMPLOYEE CONTRACTS The Company entered into agreements with certain key employees which provide for certain benefits should the employee be terminated within the term of the agreement for other than specified reasons. The Company also entered into agreements with certain other key employees which provide for certain benefits should the employee be terminated within a two year period subsequent to a change of control (as defined by the agreements) for other than specified reasons. Benefits to be provided under these agreements include continued life, disability, accident and health insurance coverage for a period of two years and a severance payment up to 200% of the employee's annual base compensation. Additionally, all stock options held by the employee become immediately exercisable and any restrictions on transfer of the Company's stock held by the employee shall lapse. These agreements begin to expire in April 1996 out to December 1996 and renew for one-year periods unless timely notice of non-renewal is given. The maximum contingent liability under these agreements at July 31, 1995 aggregates $1.6 million. 11. CASH FLOWS During fiscal 1995 and 1994, the Company entered into additional capital leases for more computer hardware related to the new management information system totalling $170,400 and $104,900 respectively. During fiscal 1993, the Company entered into capital leases in conjunction with the new management information system for computer hardware and software totalling $632,300. No amortization expense was recorded in fiscal 1993 as the computer system was still under development. As part of the termination agreement with Syntex in fiscal 1993 (See Note 6), the note payable balance to Syntex was reduced by $271,100 as payment to the Company for certain inventory on-hand in excess of existing purchase orders and cancellation charges. 43 12. INDUSTRY SEGMENT INFORMATION The Company has no significant foreign operations and operates in one industry segment which includes the design, development, manufacture and sale of medical products and related services, with a major focus on safe and convenient participation by the patient in injection therapy. Financial information relating to major customers and export sales follows: Year Ended July 31 1995 1994 1993 __________________ ___________ ___________ ____________ Sales to major U.S. customers: Center Laboratories, Inc. $ 9,756,700 $ 8,325,200 $ 5,384,600 U.S. Department of Defense 7,439,500 5,669,000 7,645,300 Bristol-Myers Squibb 1,592,700 3,042,000 3,571,300 Syntex Laboratories, Inc. 3,980,500 Development Contracts 2,264,700 2,862,700 1,797,700 Other 1,237,500 2,172,200 1,576,400 ___________ ___________ ____________ 22,291,100 22,071,100 23,955,800 ___________ ___________ ____________ Export sales: Contract Sales to the Governments of Foreign Countries 3,050,400 1,427,700 5,311,000 Other 145,300 1,357,700 808,100 ___________ ___________ ____________ 3,195,700 2,785,400 6,119,100 ___________ ___________ ____________ Total net sales $25,486,800 $24,856,500 $30,074,900 ___________ ___________ ____________ ___________ ___________ ____________ Substantially all export revenue consists of sales of automatic injectors to the Government of Israel and sales of medical devices, primarily CardioBeepers, to a company in Israel during fiscal years 1994 and 1993. The Company extends credit to domestic customers and generally requires a letter of credit for export sales. 14. OTHER LIABILITIES AND ACCRUED EXPENSES Included in other liabilities and accrued expenses at July 31, 1995 and 1994 are costs related to accrued employee compensation totalling $444,100 and $443,500, respectively. 44 15. QUARTERLY OPERATING RESULTS (UNAUDITED) (IN THOUSANDS, EXCEPT PER SHARE DATA) Quarter Ended ______________________________________ FISCAL YEAR 1995 Oct 31 Jan 31 Apr 30 Jul 31 ________________ _______ _______ _______ ________ Net sales $ 4,967 $ 6,445 $ 5,592 $ 8,483 Cost of sales 3,216 4,671 3,693 5,648 _______ _______ _______ ________ Gross profit 1,751 1,774 1,899 2,835 Operating expenses (1) 1,677 1,696 1,616 2,380 _______ _______ _______ ________ Operating income 74 78 283 455 Other (expense) income, net (33) (41) (44) (62) _______ _______ _______ ________ Income before income taxes 41 37 239 393 Provision for income taxes 16 13 85 136 _______ _______ _______ ________ Net income $ 25 $ 24 $ 154 $ 257 _______ _______ _______ ________ _______ _______ _______ ________ Net income per share $ .01 $ .01 $ .05 $ .08 _______ ________ ________ ________ _______ ________ ________ ________ FISCAL YEAR 1994 Oct 31 Jan 31 Apr 30 Jul 31 ________________ _______ _______ _______ ________ Net sales $ 6,685 $ 6,289 $ 6,048 $ 5,835 Cost of sales 4,067 3,640 4,226 4,267 _______ ________ ________ ________ Gross profit 2,618 2,649 1,822 1,568 Operating expenses 1,732 1,859 1,631 1,507 _______ ________ ________ ________ Operating income 886 790 191 61 Gain on sale of Medical Device Division 1,562 Other (expense) income, net (18) 31 (22) 90 _______ ________ ________ ________ Income before income taxes 868 821 169 1,713 Provision for income taxes 317 320 66 739 _______ ________ ________ ________ Net income $ 551 $ 501 $ 103 $ 974 _______ ________ ________ ________ _______ ________ ________ ________ Net income per share $ .18 $ .16 $ .03 $ .31 _______ ________ ________ ________ _______ ________ ________ ________ (1) During the quarter ended July 31, 1995, the Company recorded a restructuring charge of $450,000 which increased operating expenses accordingly. 45 ITEM 8. CONTINUED: REPORT OF INDEPENDENT ACCOUNTANTS To the Board of Directors and Shareholders Survival Technology, Inc. In our opinion, the consolidated financial statements listed in the index appearing under Item 14(a) (1) and (2) on pages 46 and 47 present fairly, in all material respects, the financial position of Survival Technology, Inc. and its subsidiaries at July 31, 1995 and 1994, and the results of their operations and their cash flows for each of the three years in the period ended July 31, 1995, in conformity with generally accepted accounting principles. These financial statements are the responsibility of the Company's management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these statements in accordance with generally accepted auditing standards which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for the opinion expressed above. PRICE WATERHOUSE LLP Washington, DC October 27, 1995 46 ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE The Company has never filed a Current Report on Form 8-K reporting a change of accountants because of a disagreement on any matter of accounting principles or practices or financial statement disclosure or otherwise. PART III ITEMS 10. THROUGH 13. Information required by Part III (Items 10 through 13) of this Form 10-K is incorporated by reference to the Company's definitive Proxy Statement for the Annual Meeting of Shareholders scheduled to be held on January 9, 1996, which will be filed with the Securities and Exchange Commission not later than 120 days after the end of the fiscal year to which this report relates. PART IV ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS FORM 8-K (a) The following documents are filed with or incorporated by reference as part of this report: 1. Financial Statements: Consolidated Balance Sheets at July 31, 1995 and July 31, 1994 Consolidated Statements of Income for the years ended July 31, 1995, July 31, 1994 and July 31, 1993. Consolidated Statements of Shareholders' Equity for the years ended July 31, 1995, July 31, 1994 and July 31, 1993. Consolidated Statements of Cash Flows for the years ended July 31, 1995, July 31, 1994 and July 31, 1993. Notes to Consolidated Financial Statements Report of Independent Accountants The above-listed financial statements are included in Item 8 to this Form 10-K. 47 2. Financial Statement Schedules: The following financial statement schedules immediately follow the signatures to this report: Schedule V - Property and Equipment Schedule VI - Accumulated Depreciation and Amortization of Property and Equipment Schedule VIII - Valuation and Qualifying Accounts and Reserves All other schedules are omitted because they are immaterial, not applicable or the required information is shown in the consolidated financial statements or the notes thereto. 3. Exhibits: Exhibit No. Description of Exhibit __________ __________________________________________________________________ (2.1) Asset Purchase Agreement dated July 31, 1994 between Survival Technology, Inc. and Brunswick Biomedical Corporation. Incorporated by reference to Exhibit (2.1) to the Company's Annual Report on Form 10-K for the year ended July 31, 1994. (3.1) The Company's Bylaws (As Amended). Incorporated by reference to Exhibit (3.1) to the Company's Annual Report on Form 10-K for the year ended July 31, 1990. (3.2) The Company's Articles of Incorporation (As Amended). Incorporated by reference to Exhibit (3.2) to the Company's Annual Report on Form 10-K for the year ended July 31, 1987 (File No. 0-5958). (10.1) Indenture of Lease, dated January 1, 1982, between Survival Technology, Inc. and Abraham M. Morrison. Incorporated by reference to Exhibit (10.1) to the Company's Annual Report on Form 10-K for the year ended July 31, 1988 (File No. 0-5958). (10.2) Revolving Credit Agreement dated November 4, 1993 between Merrill Lynch Financial Business Services, Inc. and the Company. Incorporated by reference to Exhibit (10.2) to the Company's Annual Report on Form 10-K for the year ended July 31, 1994. (10.2.1) Revolving Credit Extension Agreement dated October 2, 1995 between Merrill Lynch Financial Business Services, Inc. and the Company. Filed herewith. 48 (10.3.1) Registration Rights Agreement dated September 14, 1990 made by the Company in favor of Robert E. Herzstein as Personal Representative of the Estate of Stanley J. Sarnoff. Incorporated by reference to Exhibit (10.2.3) to the Company's Annual Report on Form 10-K for the year ended July 31, 1990. (10.3.2) Option Agreement dated September 14, 1990 made by the Company in favor of Robert E. Herzstein as Personal Representative of the Estate of Stanley J. Sarnoff. Incorporated by reference to Exhibit (10.2.2) to the Company's Annual Report and Form 10-K for the year ended July 31, 1990. (10.3.3) Option Agreement Amendment dated September 14, 1993 made by the Company in favor of Robert E. Herzstein as Personal Representative of the Estate of Stanley J. Sarnoff. Incorporated by reference to Exhibit (10.3.3) to the Company's Annual Report and Form 10-K for the year ended July 31, 1994. (10.4) Survival Technology, Inc., 1982 Stock Option Plan. Incorporated by reference to Exhibit (4.4) to Registration Statement No. 2-80908 on Form S-8. (10.5) Survival Technology, Inc. 1986 Stock Option Plan (As Amended). Incorporated by reference to Exhibit (4.2) to Registration Statement No. 33-46981 on Form S-8. (10.6) Contract DLA120-93-D-1021 dated November 17, 1992 between the U. S. Government (Defense Personnel Support Center) and the Company. Incorporated by reference to Exhibit (10.5) to the Company's Annual Report on Form 10-K for the year ended July 31, 1993. (10.6.1) Contract DLA 120-94-D-1021 modification No. P00009 dated September 27, 1994 between the U.S. Government (Defense Personnel Support Center) and the Company. Incorporated by reference to Exhibit (10.6.2) to the Company's Annual Report on Form 10-K for the year ended July 31, 1994. (10.7) Agreement dated as of January 1, 1987 between Center Laboratories, a division of EM Industries, Inc. and the Company. Incorporated by reference to Exhibit (10.11) to the Company's Annual Report on Form 10-K for the year ended July 31, 1988 (File No. 0-5958). (10.7.1) Letter Agreement dated as of January 31, 1990 between Center Laboratories, a division of EM Industries, Inc. and the Company. Incorporated by reference to Exhibit (10.10.1) to the Company's Annual Report on Form 10-K for the year ended July 31, 1990. 49 (10.7.2) Investment Agreement dated November 12, 1992 between Survival Technology, Inc. and EM Industries, Inc. Incorporated by reference to Exhibit (10.7.2) to the Company's Annual Report on Form 10-K for the year ended July 31, 1994. (10.8) Agreement dated June 23, 1981 between Survival Technology, Inc. and American Home Products Corporation. Incorporated by reference to Exhibit (10.12) to the Company's Annual Report on Form 10-K for the year ended July 31, 1988 (File No. 0-5958). (10.8.1) License Agreement dated April 20, 1982 between Survival Technology, Inc. and American Home Products Corporation. Incorporated by reference to Exhibit (10.12.1) to the Company's Annual Report on Form 10-K for the year ended July 31, 1988 (File No. 0-5958). (10.8.2) Supply Agreement dated August 3, 1993 between Survival Technology, Inc. and Wyeth-Ayerst Laboratories (A Division of American Home Products Corporation). Incorporated by reference to Exhibit (10.7.2) to the Company's Annual Report on Form 10-K for the year ended July 31, 1993. (10.9) License and Supply Agreement dated January 31, 1989 between Bristol-Myers U.S. Pharmaceutical and Nutritional Group and the Company. Incorporated by reference to Exhibit (10.13) to the Company's Annual Report on Form 10-K for the year ended July 31, 1989. (10.10) Loan Agreement dated April 16, 1991 between Syntex Laboratories, Inc. and the Company. Incorporated by reference to Exhibit (10.11.1) to the Company's Current Report on Form 8-K dated April 16, 1991. (10.10.1) Agreement dated November 25, 1993 between Survival Technology, Inc. and Syntex Laboratories, Inc. with respect to the termination of the March 1, 1989 Manufacturing and Packaging Agreement. Incorporated by reference to Exhibit (10.9.2) to the Company's Annual Report on Form 10-K for the year ended July 31, 1993. (10.11) License and Manufacturing Agreement between Lotus Biochemical Corporation and Survival Technology, Inc. dated July 27, 1993. Incorporated by reference to Exhibit (10.10) to the Company's Annual Report on Form 10-K for the year ended July 31, 1993. (10.12) Development, Manufacturing and Supply Agreement between Mylan Laboratories, Inc. and Survival Technology, Inc. dated August 31, 1993. Incorporated by reference to Exhibit (10.11) to the Company's Annual Report on Form 10-K for the year ended July 31, 1993. 50 (10.12.1) Development, Manufacturing and Supply Amendment Agreement dated July 28, 1994 between Mylan Laboratories, Inc. and Survival Technology, Inc. Incorporated by reference to Exhibit (10.12.1) to the Company's Annual Report on Form 10-K for the year ended July 31, 1994. (10.13) Lease Agreement dated August 26, 1991 between Pru Beta 2 and the Company. Incorporated by reference to Exhibit (10.12) to the Company's Annual Report on Form 10-K for the year ended July 31, 1991. (10.14) Employment Agreement dated March 2, 1993 between James H. Miller and the Company. Incorporated by reference to Exhibit (10.13) to the Company's Annual Report on Form 10-K for the year ended July 31, 1993. (10.14.1) Employment Agreement dated January 28, 1994 between Jeffrey W. Church and the Company. Incorporated by reference to Exhibit (10.14.1) to the Company's Annual Report on Form 10-K for the year ended July 31, 1994. (10.14.2) Employment Agreement dated January 28, 1994 between Glenn F. Wickes and the Company. Incorporated by reference to Exhibit (10.14.2) to the Company's Annual Report on Form 10-K for the year ended July 31, 1994. (10.14.3) Change in Control Agreement dated November 15, 1993 between O. Napoleon Monroe and the Company. Incorporated by reference to Exhibit (10.14.3) to the Company's Annual Report on Form 10-K for the year ended July 31, 1994. (10.15) Commitment letter dated May 4, 1995 between The CIT Group/ Equipment Financing, Inc. and the Company. Filed herewith. (22) A list of the Company's subsidiaries is not provided because they, considered in the aggregate as a single subsidiary, would not constitute a significant subsidiary as of the end of the year covered by this report. (24) Consent of Independent Accountants. Filed herewith. (27) Financial Data Schedule (b) Reports on Form 8-K: There were no Current Reports on Form 8-K filed by the Registrant during the three months ended July 31, 1995. 51 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. SURVIVAL TECHNOLOGY, INC. _________________________ (Registrant) By /S/JAMES H. MILLER __________________ James H. Miller President & CEO Dated: October 30, 1995 Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated: /S/ROBERT HERZSTEIN Chairman of the Board October 30, 1995 ____________________ Robert Herzstein /S/JAMES H. MILLER President and Director October 30, 1995 ____________________ James H. Miller (Principal Executive Officer) /S/JEFFREY W. CHURCH Senior Vice President, Finance October 30, 1995 ____________________ Jeffrey W. Church (Principal Financial and Accounting Officer) /S/DONALD M. SPERO Director October 30, 1995 ____________________ Donald M. Spero /S/PAUL H. WAY Director October 30, 1995 ____________________ Paul H. Way 52 FINANCIAL STATEMENT SCHEDULES SCHEDULE V SURVIVAL TECHNOLOGY, INC. PROPERTY AND EQUIPMENT Balance at Balance at Beginning Additions at End Classification of Period at Cost Retirements Dispositions Transfers of Period ______________ __________ ____________ ___________ ____________ ___________ ___________ For the year ended July 31, 1993 __________________ Furniture and equipment $ 9,829,300 $ 826,600(1) $ $ $1,596,900 $12,252,800 Leasehold improvements 2,788,600 22,100 (43,800) 2,766,900 Construction in progress 2,392,700 2,206,000 (1,596,900) 3,001,800 ___________ ____________ ___________ ____________ ___________ ___________ $15,010,600 $3,054,700 $ -0- $ (43,800) $ -0- $18,021,500 ___________ ____________ ___________ ____________ ___________ ___________ ___________ ____________ ___________ ____________ ___________ ___________ For the year ended July 31, 1994 __________________ Furniture and equipment $12,252,800 $ 515,600 $ $ (274,600)(2) $1,629,800 $14,123,600 Leasehold improvements 2,766,900 70,600 563,300 3,400,800 Construction in progress 3,001,800 2,586,600 (2,193,100) 3,395,300 ___________ ____________ ___________ ____________ ___________ ___________ $18,021,500 $3,172,800 $ -0- $ (274,600) $ -0- $20,919,700 ___________ ____________ ___________ ____________ ___________ ___________ ___________ ____________ ___________ ____________ ___________ ___________ For the year ended July 31, 1995 __________________ Furniture and equipment $14,123,600 $ 512,500 $ $ (136,200) $ 889,100 $15,389,000 Leasehold improvements 3,400,800 5,700 2,213,300 5,619,800 Construction in progress 3,395,300 3,279,600 (3,102,400) 3,572,500 ___________ ____________ ___________ ____________ ___________ ___________ $20,919,700 $3,797,800 $ -0- $ (136,200) $ -0- $24,581,300 ___________ ____________ ___________ ____________ ___________ ___________ ___________ ____________ ___________ ____________ ___________ ___________ (1) Includes $100,000 of equipment purchased in connection with Medimech asset acquisition. (2) Includes $94,100 of Medical Device equipment sold to Brunswick Biomedical Corporation 53 SCHEDULE VI SURVIVAL TECHNOLOGY, INC. ACCUMULATED DEPRECIATION AND AMORTIZATION OF PROPERTY AND EQUIPMENT Additions Balance at Charged to Balance Beginning Cost and at End Classification of Period Expenses Retirements Dispositions of Period ______________ __________ __________ ___________ ____________ ___________ For the year ended July 31, 1993 __________________ Furniture and equipment $5,152,400 $ 824,300 $ $ $ 5,976,700 Leasehold improvement 2,040,100 215,800 (11,900) 2,244,000 __________ __________ ___________ ____________ ___________ $7,192,500 $1,040,100 $ -0- $ (11,900) $ 8,220,700 __________ __________ ___________ ____________ ___________ __________ __________ ___________ ____________ ___________ For the year ended July 31, 1994 __________________ Furniture and equipment $5,976,700 $ 819,300 $ $ (171,500) $ 6,624,500 Leasehold improvement 2,244,000 158,500 2,402,500 __________ __________ ___________ ____________ ___________ $8,220,700 $ 977,800 $ -0- $ (171,500) $ 9,027,000 __________ __________ ___________ ____________ ___________ __________ __________ ___________ ____________ ___________ For the year ended July 31, 1995 __________________ Furniture and equipment $6,624,500 $1,228,000 $ $ (136,200) $ 7,716,300 Leasehold improvements 2,402,500 253,600 2,656,100 __________ __________ ___________ ____________ ___________ $9,027,000 $1,481,600 $ -0- $ (136,200) $10,372,400 __________ __________ ___________ ____________ ___________ __________ __________ ___________ ____________ ___________ 54 SCHEDULE VIII SURVIVAL TECHNOLOGY, INC. VALUATION AND QUALIFYING ACCOUNTS AND RESERVES Additions Balance at Charged to Balance Beginning Costs and Write-off at End of Period Expenses Deductions of Period __________ __________ __________ __________ For the year ended July 31, 1993 __________________ Allowance for doubtful accounts $ 201,200 $ (20,000) $ 3,700 $ 177,500 __________ __________ __________ __________ __________ __________ __________ __________ Inventory reserves $ 519,400 $ 180,000 $ 463,500 $ 235,900 __________ __________ __________ __________ __________ __________ __________ __________ For the year ended July 31, 1994 __________________ Allowance for doubtful accounts $ 177,500 $ 31,100 $ 178,600 $ 30,000 __________ __________ __________ __________ __________ __________ __________ __________ Inventory reserves $ 235,900 $ 82,000 $ 40,100 $ 277,800 __________ __________ __________ __________ __________ __________ __________ __________ For the year ended July 31, 1995 __________________ Allowance for doubtful accounts $ 30,000 $ 144,300 $ 161,300 $ 13,000 __________ __________ __________ __________ __________ __________ __________ __________ Inventory reserves $ 277,800 $ 308,400 $ 355,900 $ 230,300 __________ __________ __________ __________ __________ __________ __________ __________ SURVIVAL TECHNOLOGY, INC. EXHIBIT INDEX FORM 10-K FOR THE FISCAL YEAR ENDED JULY 31, 1995 Exhibit No. Description of Exhibit __________ ___________________________________________________________________ (2.1) Asset Purchase Agreement dated July 31, 1994 between Survival Technology, Inc. and Brunswick Biomedical Corporation. Incorporated by reference to Exhibit (2.1) to the Company's Annual Report on Form 10-K for the year ended July 31, 1994. (3.1) The Company's Bylaws (As Amended). Incorporated by reference to Exhibit (3.1) to the Company's Annual Report on Form 10-K for the year ended July 31, 1990. (3.2) The Company's Articles of Incorporation (As Amended). Incorporated by reference to Exhibit (3.2) to the Company's Annual Report on Form 10-K for the year ended July 31, 1987 (File No. 0-5958). (10.1) Indenture of Lease, dated January 1, 1982, between Survival Technology, Inc. and Abraham M. Morrison. Incorporated by reference to Exhibit (10.1) to the Company's Annual Report on Form 10-K for the year ended July 31, 1988 (File No. 0-5958). (10.2) Revolving Credit Agreement dated November 4, 1993 between Merrill Lynch Financial Business Services, Inc. and the Company. Incorporated by reference to Exhibit (10.2) to the Company's Annual Report on Form 10-K for the year ended July 31, 1994. (10.2.1) Revolving Credit Extension Agreement dated October 2, 1995 between Merrill Lynch Financial Business Services, Inc. and the Company. Filed herewith. (10.3.1) Registration Rights Agreement dated September 14, 1990 made by the Company in favor of Robert E. Herzstein as Personal Representative of the Estate of Stanley J. Sarnoff. Incorporated by reference to Exhibit (10.2.3) to the Company's Annual Report on Form 10-K for the year ended July 31, 1990. (10.3.2) Option Agreement dated September 14, 1990 made by the Company in favor of Robert E. Herzstein as Personal Representative of the Estate of Stanley J. Sarnoff. Incorporated by reference to Exhibit (10.2.2) to the Company's Annual Report and Form 10-K for the year ended July 31, 1990. (10.3.3) Option Agreement Amendment dated September 14, 1993 made by the Company in favor of Robert E. Herzstein as Personal Representative of the Estate of Stanley J. Sarnoff. Incorporated by reference to Exhibit (10.3.3) to the Company's Annual Report and Form 10-K for the year ended July 31, 1994. (10.4) Survival Technology, Inc., 1982 Stock Option Plan. Incorporated by reference to Exhibit (4.4) to Registration Statement No. 2-80908 on Form S-8. (10.5) Survival Technology, Inc. 1986 Stock Option Plan (As Amended). Incorporated by reference to Exhibit (4.2) to Registration Statement No. 33-46981 on Form S-8. (10.6) Contract DLA120-93-D-1021 dated November 17, 1992 between the U. S. Government (Defense Personnel Support Center) and the Company. Incorporated by reference to Exhibit (10.5) to the Company's Annual Report on Form 10-K for the year ended July 31, 1993. (10.6.1) Contract DLA 120-94-D-1021 modification No. P00009 dated September 27, 1994 between the U.S. Government (Defense Personnel Support Center) and the Company. Incorporated by reference to Exhibit (10.6.2) to the Company's Annual Report on Form 10-K for the year ended July 31, 1994. (10.7) Agreement dated as of January 1, 1987 between Center Laboratories, a division of EM Industries, Inc. and the Company. Incorporated by reference to Exhibit (10.11) to the Company's Annual Report on Form 10-K for the year ended July 31, 1988 (File No. 0-5958). (10.7.1) Letter Agreement dated as of January 31, 1990 between Center Laboratories, a division of EM Industries, Inc. and the Company. Incorporated by reference to Exhibit (10.10.1) to the Company's Annual Report on Form 10-K for the year ended July 31, 1990. (10.7.2) Investment Agreement dated November 12, 1992 between Survival Technology, Inc. and EM Industries, Inc. Incorporated by reference to Exhibit (10.7.2) to the Company's Annual Report on Form 10-K for the year ended July 31, 1994. (10.8) Agreement dated June 23, 1981 between Survival Technology, Inc. and American Home Products Corporation. Incorporated by reference to Exhibit (10.12) to the Company's Annual Report on Form 10-K for the year ended July 31, 1988 (File No. 0-5958). (10.8.1) License Agreement dated April 20, 1982 between Survival Technology, Inc. and American Home Products Corporation. Incorporated by reference to Exhibit (10.12.1) to the Company's Annual Report on Form 10-K for the year ended July 31, 1988 (File No. 0-5958). (10.8.2) Supply Agreement dated August 3, 1993 between Survival Technology, Inc. and Wyeth-Ayerst Laboratories (A Division of American Home Products Corporation). Incorporated by reference to Exhibit (10.7.2) to the Company's Annual Report on Form 10-K for the year ended July 31, 1993. (10.9) License and Supply Agreement dated January 31, 1989 between Bristol-Myers U.S. Pharmaceutical and Nutritional Group and the Company. Incorporated by reference to Exhibit (10.13) to the Company's Annual Report on Form 10-K for the year ended July 31, 1989. (10.10) Loan Agreement dated April 16, 1991 between Syntex Laboratories, Inc. and the Company. Incorporated by reference to Exhibit (10.11.1) to the Company's Current Report on Form 8-K dated April 16, 1991. (10.10.1) Agreement dated November 25, 1993 between Survival Technology, Inc. and Syntex Laboratories, Inc. with respect to the termination of the March 1, 1989 Manufacturing and Packaging Agreement. Incorporated by reference to Exhibit (10.9.2) to the Company's Annual Report on Form 10-K for the year ended July 31, 1993. (10.11) License and Manufacturing Agreement between Lotus Biochemical Corporation and Survival Technology, Inc. dated July 27, 1993. Incorporated by reference to Exhibit (10.10) to the Company's Annual Report on Form 10-K for the year ended July 31, 1993. (10.12) Development, Manufacturing and Supply Agreement between Mylan Laboratories, Inc. and Survival Technology, Inc. dated August 31, 1993. Incorporated by reference to Exhibit (10.11) to the Company's Annual Report on Form 10-K for the year ended July 31, 1993. (10.12.1) Development, Manufacturing and Supply Amendment Agreement dated July 28, 1994 between Mylan Laboratories, Inc. and Survival Technology, Inc. Incorporated by reference to Exhibit (10.12.1) to the Company's Annual Report on Form 10-K for the year ended July 31, 1994. (10.13) Lease Agreement dated August 26, 1991 between Pru Beta 2 and the Company. Incorporated by reference to Exhibit (10.12) to the Company's Annual Report on Form 10-K for the year ended July 31, 1991. (10.14) Employment Agreement dated March 2, 1993 between James H. Miller and the Company. Incorporated by reference to Exhibit (10.13) to the Company's Annual Report on Form 10-K for the year ended July 31, 1993. (10.14.1) Employment Agreement dated January 28, 1994 between Jeffrey W. Church and the Company. Incorporated by reference to Exhibit (10.14.1) to the Company's Annual Report on Form 10-K for the year ended July 31, 1994. (10.14.2) Employment Agreement dated January 28, 1994 between Glenn F. Wickes and the Company. Incorporated by reference to Exhibit (10.14.2) to the Company's Annual Report on Form 10-K for the year ended July 31, 1994. (10.14.3) Change in Control Agreement dated November 15, 1993 between O. Napoleon Monroe and the Company. Incorporated by reference to Exhibit (10.14.3) to the Company's Annual Report on Form 10-K for the year ended July 31, 1994. (10.15) Commitment letter dated May 4, 1995 between The CIT Group/ Equipment Financing, Inc. and the Company. Filed herewith. (22) A list of the Company's subsidiaries is not provided because they, considered in the aggregate as a single subsidiary, would not constitute a significant subsidiary as of the end of the year covered by this report. (24) Consent of Independent Accountants. Filed herewith. (27) Financial Data Schedule (b) Reports on Form 8-K: There were no Current Reports on Form 8-K filed by the Registrant during the three months ended July 31, 1995.