Form 10-Q
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
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þ |
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Quarterly report pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 |
For the quarterly period ended March 31, 2009
or
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o |
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Transition report pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 |
for the transition period from to
Commission file number: 1-13738
PSYCHEMEDICS CORPORATION
(Exact Name of Registrant as Specified in its Charter)
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Delaware
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58-1701987 |
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(State or Other Jurisdiction of
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(I.R.S. Employer Identification No.) |
Incorporation or Organization) |
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125 Nagog Park |
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Acton, MA
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01720 |
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(Address of Principal Executive Offices)
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(Zip Code) |
Registrants telephone number including area code: (978) 206-8220
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 þ No o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any,
every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding
12 months (or for such shorter period that the registrant was required to submit and post such files).
Yes o No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer,
or a non-accelerated filer (as defined in Rule 12b-2 of the Securities Exchange Act of 1934).
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Large accelerated filer
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Accelerated filer o
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Non-accelerated filer o
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Smaller Reporting Company
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(Do not check if smaller reporting Company) |
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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the
Securities Exchange Act of 1934). Yes o No þ
The number of shares of Common Stock of the Registrant, par value $0.005 per share, outstanding at
May 12, 2009 was 5,843,067.
PSYCHEMEDICS CORPORATION
FORM 10-Q FOR THE QUARTER ENDED MARCH 31, 2009
INDEX
2
PSYCHEMEDICS CORPORATION
CONDENSED BALANCE SHEETS
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March 31, 2009 |
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December 31, 2008 |
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Unaudited |
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ASSETS |
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Current Assets: |
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Cash and cash equivalents |
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$ |
5,487,075 |
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$ |
6,630,119 |
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Accounts receivable, net of allowance of $246,478 in 2009 and $246,462 in 2008 |
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2,741,716 |
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3,398,455 |
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Prepaid expenses |
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1,084,148 |
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1,023,841 |
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Other current assets |
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347,514 |
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82,045 |
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Deferred tax assets |
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490,762 |
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449,398 |
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Total Current Assets |
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10,151,215 |
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11,583,858 |
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Fixed Assets |
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Equipment & leasehold improvements |
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10,905,223 |
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10,877,479 |
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Less accumulated depreciation |
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(10,143,689 |
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(10,047,755 |
) |
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Net Fixed Assets |
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761,534 |
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829,724 |
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Deferred tax assets, long-term |
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139,021 |
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139,021 |
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Other assets |
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74,716 |
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75,183 |
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Total Assets |
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$ |
11,126,486 |
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$ |
12,627,786 |
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LIABILITIES AND SHAREHOLDERS EQUITY |
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Current Liabilities: |
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Accounts payable |
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313,896 |
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644,894 |
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Accrued expenses |
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946,220 |
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1,268,924 |
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Deferred revenue |
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123,210 |
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154,080 |
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Total Current Liabilities |
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1,383,326 |
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2,067,898 |
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Shareholders Equity |
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Preferred stock, $0.005 par value; 872,521 shares authorized, no shares issued or
outstanding |
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Common stock, $0.005 par value; 50,000,000 shares authorized. 5,843,068 shares
issued in 2009 and 5,843,068 shares issued in 2008 |
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29,216 |
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29,216 |
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Paid-in capital |
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27,226,179 |
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27,118,743 |
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Accumulated deficit |
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(7,458,871 |
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(6,614,114 |
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Less Treasury stock, at cost, 664,523 shares in 2009 and 647,304 shares in 2008 |
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(10,053,364 |
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(9,973,957 |
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Total Shareholders Equity |
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9,743,160 |
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10,559,888 |
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Total Liabilities & Shareholders Equity |
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$ |
11,126,486 |
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$ |
12,627,786 |
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See accompanying notes to condensed financial statements.
3
PSYCHEMEDICS CORPORATION
CONDENSED STATEMENTS OF INCOME
UNAUDITED
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Three Months Ended |
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March 31, |
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2009 |
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2008 |
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Revenue |
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$ |
4,078,837 |
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$ |
5,708,863 |
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Cost of Revenue |
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1,986,911 |
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2,387,301 |
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Gross Profit |
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2,091,926 |
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3,321,562 |
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Operating Expenses: |
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General & Administrative |
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1,042,495 |
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1,022,302 |
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Marketing & Selling |
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871,464 |
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798,645 |
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Research & Development |
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125,046 |
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117,780 |
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Operating Expenses |
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2,039,005 |
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1,938,727 |
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Operating Income |
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52,921 |
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1,382,835 |
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Interest Income |
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15,507 |
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111,771 |
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Net Income Before Provision for Income Taxes |
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68,428 |
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1,494,606 |
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Provision for Income Taxes |
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29,903 |
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605,000 |
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Net Income |
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$ |
38,525 |
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$ |
889,606 |
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Basic net income per share |
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$ |
0.01 |
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$ |
0.17 |
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Diluted net income per share |
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$ |
0.01 |
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$ |
0.17 |
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Dividends declared per share |
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$ |
0.17 |
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$ |
0.15 |
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Weighted average common shares outstanding, basic |
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5,190,747 |
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5,220,711 |
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Weighted average common shares outstanding, diluted |
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5,204,876 |
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5,308,962 |
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See accompanying notes to condensed financial statements.
4
PSYCHEMEDICS CORPORATION
CONDENSED STATEMENTS OF CASH FLOWS
UNAUDITED
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For the Three Months Ended |
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March 31, 2009 |
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March 31, 2008 |
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Cash Flows From Operating Activities: |
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Net Income |
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$ |
38,525 |
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$ |
889,606 |
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Adjustments to reconcile net income to net cash
provided by (used in) operating activities: |
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Depreciation and amortization |
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96,401 |
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84,456 |
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Stock-based compensation expense |
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107,436 |
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75,876 |
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Deferred income taxes |
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(41,364 |
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(27,923 |
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Changes in operating assets and liabilities: |
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Accounts Receivable |
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656,739 |
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(15,056 |
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Prepaid expenses and other current assets |
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(325,776 |
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(642,699 |
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Accounts payable |
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(330,998 |
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(151,645 |
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Accrued expenses |
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(322,704 |
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78,532 |
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Accrued income tax |
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(16,924 |
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Deferred revenue |
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(30,870 |
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(30,329 |
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Net Cash Provided By (Used In) Operating Activities: |
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(152,611 |
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243,894 |
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Cash Flows Provided By (Used In) Investing Activities: |
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Redemptions of Short-Term Investments |
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1,075,000 |
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Purchases of equipment and leasehold improvements |
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(27,744 |
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(28,446 |
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Other Assets |
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(3,345 |
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Net Cash Provided By (Used In) Investing Activities: |
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(27,744 |
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1,043,209 |
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Cash Flows Used In Financing Activities: |
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Net Proceeds from issuance of Stock |
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44,460 |
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Acquisition of Treasury Stock |
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(79,407 |
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(334,504 |
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Cash Dividends paid |
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(883,282 |
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(784,340 |
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Net Cash Used In Financing Activities: |
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(962,689 |
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(1,074,384 |
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Net Increase (Decrease) In Cash and Cash Equivalents: |
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(1,143,044 |
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212,719 |
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Cash and Cash Equivalents, Beginning Of Period: |
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6,630,119 |
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6,096,664 |
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Cash and Cash Equivalents, End Of Period: |
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$ |
5,487,075 |
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$ |
6,309,383 |
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Supplemental Disclosures of Cash Flow Information |
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Cash paid for income taxes |
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$ |
830,000 |
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See accompanying notes to condensed financial statements.
5
PSYCHEMEDICS CORPORATION
NOTES TO CONDENSED FINANCIAL STATEMENTS
UNAUDITED
1. Interim Financial Statements
The accompanying unaudited interim financial statements have been prepared in accordance with
generally accepted accounting principles for interim financial information and pursuant to the
rules and regulations of the Securities and Exchange Commission for reporting on Form 10-Q.
Accordingly, certain information and footnote disclosure required for complete financial statements
are not included herein. It is recommended that these financial statements be read in conjunction
with the financial statements and related notes of Psychemedics Corporation (the Company, our
Company, our or we) as reported in the Companys Annual Report on Form 10-K for the year ended
December 31, 2008, filed on March 23, 2009. In the opinion of management, all adjustments
(consisting of normal recurring adjustments) considered necessary for a fair presentation of
financial position, results of operations, and cash flows at the dates and for the periods
presented have been included. The results of operations for the three ended March 31, 2009 may not
be indicative of the results that may be expected for the year ending December 31, 2009, or any
other period.
2. Cash and Cash Equivalents
The Company considers all highly liquid investments with original maturities of 90 days or
less to be cash equivalents. Cash equivalents consist of cash savings and U.S. government reserve
money market accounts at March 31, 2009 and 2008. While the money market account contains U.S.
federal government backed issues, the account itself is not federally insured. As of March 31,
2009, $4.0 million were in U.S. federal government-backed money market accounts.
3. Stock-Based Compensation
The Companys 2006 Equity Incentive Plan provides for the grant or issuance to officers,
directors, employees and consultants of options with terms of up to ten years, restricted stock,
issuances of stock bonuses or other stock-based awards, covering up to 250,000 shares of common
stock. As of March 31, 2009, 158,100 shares remained available for future grant under the 2006
Equity Incentive Plan.
6
PSYCHEMEDICS CORPORATION
NOTES TO CONDENSED FINANCIAL STATEMENTS
UNAUDITED
3. Stock-Based Compensation (continued)
A summary of activity for SUAs (Stock Unit Awards) under the Companys 2006 Equity Incentive
Plan for the three months ended March 31, 2009 is as follows:
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Number |
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Aggregate |
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of |
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Intrinsic |
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Shares |
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Value (1) |
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(000s) |
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Outstanding, December 31, 2008 |
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67,600 |
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Granted |
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Terminated |
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Converted to common stock |
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Outstanding, March 31, 2009 |
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67,600 |
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$ |
385 |
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Available for grant, March 31, 2009 |
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158,100 |
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(1) |
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The aggregate intrinsic value on this table was calculated based on the closing market value
of the Companys stock on March 31, 2009 ($5.70). |
A summary of stock option activity for the Companys expired stock option plans for the three
months ended March 31, 2009 is as follows:
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Weighted |
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Weighted |
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Average |
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Average |
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Number |
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Exercise |
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Remaining |
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Aggregate |
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of |
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Price Per |
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Contractual |
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Intrinsic |
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Shares |
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Share |
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Life |
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Value (2) |
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(000s) |
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Outstanding, December 31, 2008 |
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392,110 |
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$ |
15.22 |
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Granted |
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Exercised |
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Terminated |
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Outstanding, March 31, 2009 |
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392,110 |
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$ |
15.22 |
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4.2 years |
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$ |
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Exercisable, March 31, 2009 |
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392,110 |
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$ |
15.22 |
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4.2 years |
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$ |
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Available for grant, March 31, 2009 |
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(2) |
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The aggregate intrinsic value on this table was calculated based on the amount, if any, by
which the closing market value of the Companys stock on the March 31, 2009 ($5.70) exceeded
the exercise price of the underlying options, multiplied by the number of shares subject to
each option. |
7
PSYCHEMEDICS CORPORATION
NOTES TO CONDENSED FINANCIAL STATEMENTS
UNAUDITED
3. Stock-Based Compensation (continued)
The total intrinsic value of stock options exercised, during the three months ended March 31,
2008, calculated based on the amount by which the market value of the Companys stock at the time
of exercise exceeded the exercise price, was $5 thousand. No options were exercised during the
three month period ended March 31, 2009.
As of March 31, 2009, a total of 617,810 shares of common stock were reserved for issuance
under the various stock option and stock-based plans. As of March 31, 2009, the unamortized fair
value of awards relating to SUAs was $775 thousand.
4. Basic and Diluted Net Income Per Share
Basic net income per share is computed by dividing net income by the weighted average number
of common shares outstanding during the period. Diluted net income per share is computed by
dividing net income by the weighted average number of common and dilutive common equivalent shares
outstanding during the period. The number of dilutive common equivalent shares outstanding during
the period has been determined in accordance with the treasury-stock method. Common equivalent
shares consist of common stock issuable upon the exercise of outstanding options and assume the
full vesting of all outstanding, unvested SUAs. The Companys unvested SUAs do not have stock
dividend rights and, consequently, are not included in share totals.
Basic and diluted weighted average common shares outstanding are as follows:
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Three Months Ended |
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(000s) |
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March 31, |
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March 31, |
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2009 |
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2008 |
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Weighted average common shares |
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5,191 |
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5,221 |
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Common equivalent shares |
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14 |
|
|
|
88 |
|
|
|
|
|
|
|
|
Weighted average common shares outstanding,
assuming dilution |
|
|
5,205 |
|
|
|
5,309 |
|
|
|
|
|
|
|
|
For the three months ended March 31, 2009 and 2008, options to purchase 392 thousand and 155
thousand common shares, respectively, were outstanding but not included in the diluted weighted
average common share calculation as the effect would have been antidilutive.
8
PSYCHEMEDICS CORPORATION
NOTES TO CONDENSED FINANCIAL STATEMENTS
UNAUDITED
5. Revenue Recognition
The Company is in the business of performing drug testing services and reporting the results
thereof. The Companys drug testing services include training for collection of samples and storage
of positive samples for its customers for an agreed-upon fee per unit tested of samples. The
revenues are recognized when the predominant deliverable, drug testing, is provided and reported to
the customer.
The Company recognizes revenue under Emerging Issue Task Force (EITF) Issue No. 00-21,
Revenue Arrangements with Multiple Deliverables. In accordance with EITF 00-21, the Company
considers testing, training and storage elements as one unit of accounting for revenue recognition
purposes, as the training and storage costs are de minimis and do not have stand-alone value to the
customer. The Company recognizes revenue as the service is performed and reported to the customer,
since the predominant deliverable in each arrangement is the testing of the units.
The Company also provides expert testimony, when and if necessary, to support the results of
the tests, which is generally billed separately and recognized as the services are provided.
Deferred revenue represents payments received in advance of the performance of drug testing
procedures, generally in relation to the personal drug testing kits PDT-90. Deferred revenue is
recognized as revenue when the underlying test results are delivered. With respect to a portion of
these transactions, there may be instances where the customer ultimately does not require
performance. Revenue is then recognized when the Company can reasonably, reliably and objectively
determine that it is remote that performance will be required for an estimable portion of
transactions. The Company recorded $35 thousand and $29 thousand of revenue in the results of
operations for the three months ended March 31, 2009 and 2008, respectively, related to test kits
that were sold for which the Companys obligations to provide service were deemed remote.
At March 31, 2009 and December 31, 2008, the Company had deferred revenue of approximately
$123 thousand and $154 thousand, respectively, reflecting sales of its personal drug testing
service for which the performance of the related test had not yet occurred and future obligations
were not deemed remote.
9
PSYCHEMEDICS CORPORATION
NOTES TO CONDENSED FINANCIAL STATEMENTS
UNAUDITED
6. Fair Value Measurements
In September 2006, the FASB issued SFAS No. 157, Fair Value Measurements (SFAS 157). SFAS
157 provides guidance for using fair value to measure assets and liabilities. It also responds to
investors requests for expanded information about the extent to which companies measure assets and
liabilities at fair value, the information used to measure fair value, and the effect of fair value
measurements on earnings. SFAS 157 applies whenever other standards require (or permit) assets or
liabilities to be measured at fair value, and does not expand the use of fair value in any new
circumstances. SFAS 157 became effective for financial statements issued for fiscal years
beginning after November 15, 2007 and was adopted by the Company in 2008 without material effect on
the Companys financial position or results of operations.
SFAS 157 establishes a fair value hierarchy that prioritizes the inputs to valuation
techniques used to measure fair value. The hierarchy prioritizes the inputs in three broad levels
as follows:
|
|
|
Level 1 inputs are unadjusted quoted prices in active markets that are accessible at
the measurement date for identical assets and liabilities. |
|
|
|
|
Level 2 inputs are quoted prices for similar assets and liabilities in markets that
are not active or for which all significant inputs are observable, either directly or
indirectly. |
|
|
|
|
Level 3 inputs are prices or valuations that require inputs that are both
significant to the fair value measurement and unobservable. |
A financial assets or liabilitys classification within the hierarchy is determined based on
the lowest level of any input that is significant to the fair value measurement.
The financial assets of the Company measured at fair value on a recurring basis are cash and
cash equivalents and investments. The Companys cash and cash equivalents and investments are
classified within level 1 of the fair value hierarchy because they are valued using quoted market
prices that are accessible at the measurement date for identical assets and liabilities.
10
PSYCHEMEDICS CORPORATION
NOTES TO CONDENSED FINANCIAL STATEMENTS
UNAUDITED
6. Fair Value Measurements (continued)
In February 2008, the FASB issued Staff Position No. FAS 157-2, Effective Date of FASB
Statement No. 157 (FSP 157-2) that defers the effective date of applying the provisions of SFAS
157 to the fair value measurement of nonfinancial assets and nonfinancial liabilities, except those
that are recognized or disclosed at fair value in the financial statements on a recurring basis (or
at least annually), until fiscal years beginning after November 15, 2008. The Company believes
that FSP 157-2 does not have a material impact on its results of operations and financial
condition.
7. Recent Accounting Pronouncements
In April 2008, the FASB issued FSP No. FAS 142-3, Determination of the Useful Life of
Intangible Assets (FSP No. 142-3). FSP No. 142-3 amends the factors that should be considered in
developing renewal or extension assumptions used to determine the useful life of a recognized
intangible asset under SFAS No. 142, Goodwill and Other Intangible Assets (SFAS 142). The
objective of FSP No. 142-3 is to improve the consistency between the useful life of a recognized
intangible asset under SFAS 142 and the period of expected cash flows used to measure the fair
value of the asset under SFAS No. 141(revised 2007), Business Combinations, (SFAS 141(R)), and
other accounting principles generally accepted in the United States. FSP No. 142-3 applies to all
intangible assets, whether acquired in a business combination or otherwise, and shall be effective
for financial statements issued for fiscal years beginning after December 15, 2008, and interim
periods within those fiscal years and should be applied prospectively to intangible assets acquired
after the effective date. Early adoption is prohibited. The Company is in the process of evaluating
FSP No. 142-3 and does not expect it to have a significant impact on its financial statements.
In December 2007, the FASB issued SFAS No. 141 (R), Business Combinations (SFAS 141R).
SFAS 141R establishes principles and requirements for how the acquirer of a business recognizes and
measures in its financial statements the identifiable assets acquired, the liabilities assumed, and
any noncontrolling interest in the acquiree. SFAS 141R also provides guidance for recognizing and
measuring the goodwill acquired in the business combination and determines what information to
disclose to enable users of the financial statements to evaluate the nature and financial effects
of the business combination. SFAS 141R will become effective as of the beginning of the Companys
fiscal year beginning after December 15, 2008. SFAS 141R will be adopted on a prospective basis for
new acquisitions subsequent to the effective date. With respect to potential transactions that may
be executed subsequent to adoption, the accounting consequences could be materially different than
under the current accounting rules.
11
In April 2009, the FASB issued FSP FAS 141(R)-1, Accounting for Assets Acquired and
Liabilities Assumed in a Business Combination That Arise from Contingencies (FSP FAS 141(R)-
1). This FSP requires that assets acquired and liabilities assumed in a business combination that
arise from contingencies be recognized at fair value if fair value can be reasonably estimated. If
fair value cannot be reasonably estimated, the asset or liability would generally be recognized in
accordance with SFAS No. 5, Accounting for Contingencies and FASB Interpretation No. 14,
"Reasonable Estimation of the Amount of a Loss. Further, the FASB removed the subsequent
accounting guidance for assets and liabilities arising from contingencies from SFAS No. 141(R). The
requirements of FSP FAS 141(R)-1 carry forward without significant revision of the guidance on
contingencies of SFAS No. 141, Business Combinations, which was superseded by SFAS No. 141(R)
(see previous paragraph). FSP FAS 141(R)-1 also eliminates the requirement to disclose an estimate
of the range of possible outcomes of recognized contingencies at the acquisition date. For
unrecognized contingencies, the FASB requires that entities include only the disclosures required
by SFAS No. 5. FSP FAS 141(R)-1 will become effective as of the beginning of the Companys fiscal
year beginning after December 15, 2008. With respect to potential transactions that may be executed
subsequent to adoption, the accounting consequences could be materially different than under the
current accounting rules.
8. Contingencies
The Company is subject to legal proceedings and claims, which arise in the ordinary course of
its business. The Company believes that based upon information available to the Company at this
time, the expected outcome of these matters would not have a material impact on the Companys
results of operations or financial condition.
9. Subsequent Event Dividends
On May 6, 2009, the Company declared a quarterly dividend of $0.17 per share for a total of
$882 thousand, which will be paid on June 19, 2009 to shareholders of record on June 5, 2009.
Item 2.
MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
FACTORS THAT MAY AFFECT FUTURE RESULTS
From time to time, information provided by the Company or statements made by its employees may
contain forward-looking information which involves risks and uncertainties. In particular,
statements contained in this report which are not historical facts (including, but not limited to,
the Companys expectations regarding earnings, earnings per share, revenues, operating cash flows,
dividends, future business, growth opportunities, new accounts, customer base, test volume, sales
and marketing strategy, business strategy, general and administrative expenses, marketing and
selling expenses, research and development expenses, anticipated operating results, strategies with
respect to governmental agencies and regulations, cost savings, capital expenditures, liquidity of
investments and anticipated cash requirements) may be forward-looking statements. The Companys
actual results may differ from those stated in any forward-looking statements. Factors that may
cause such differences include,
but are not limited to, risks associated with the expansion of the Companys sales and marketing team, employee hiring practices of the Companys principal
customers, development of markets for new products and services offered by the Company, the
economic health of principal customers of the Company, global credit market volatility, financial
and operational risks associated with possible expansion of testing facilities used by the Company,
government regulation (including, but not limited to, Food and Drug Administration regulations),
competition and general economic conditions. With respect to the continued payment of cash
dividends, factors include, but are not limited to, available surplus, cash flow, capital
expenditure reserves required, and other factors that the Board of Directors of the Company may
take into account.
12
OVERVIEW
Psychemedics Corporation was incorporated in 1986. The Company is the worlds largest
provider of hair testing for drugs of abuse, utilizing a patented hair analysis method involving
radioimmunoassay technology and confirmation by mass spectrometry to analyze human hair to detect
abused substances. The Companys customers include Fortune 500 companies, as well as small to
mid-size corporations, schools and governmental entities located primarily in the United States.
Revenue for the first quarter of 2009 was $4.1 million, a decrease of 29% from first quarter
2008 revenue of $5.7 million. The Company reported net income of $0.01 and $0.17 per diluted share
for the three months ended March 31, 2009 and 2008, respectively. At March 31, 2009, the Company
had $5.5 million of cash and cash equivalents. The Company distributed $833 thousand or $0.17 per
share of cash dividends to its shareholders in the three months ended March 31, 2009. The Company
has paid fifty-one consecutive quarterly cash dividends.
RESULTS OF OPERATIONS
Revenue was $4.1 million for three months ended March 31, 2009 compared to revenue of $5.7 million
for the three months ended March 31, 2008, representing a decrease of 29%. The decrease in revenue
for the three months ended March 31, 2009 was a result of a decrease in testing volume from new and
existing clients of 30%, while the average revenue per sample increased 2% during the same period.
Gross profit decreased $1.2 million to $2.1 million for the three months ended March 31, 2009,
compared to $3.3 million for the three months ended March 31, 2008. Direct costs fell by $400
thousand or 17% for the three months ended March 31, 2009 compared to the same period in 2008,
mainly due to decreased labor and associated costs. The gross profit margin decreased to 51% for
the three months ended March 31, 2009 compared to 58% for the comparable period of 2008.
General and administrative (G&A) expenses were $1.0 million for the three months ended March 31,
2009 and 2008. As a percentage of revenue, G&A expenses were 26% and 18% for the three months
ended March 31, 2009 and 2008, respectively.
13
Marketing and selling expenses were $871 thousand for the three months ended March 31, 2009 as
compared to $799 thousand for the three months ended March 31, 2008, an increase of 9%. Total
marketing and selling expenses represented 22% and 14% of revenue for the three months ended
March 31, 2009 and 2008, respectively. The increase in marketing and selling expenses was due to
higher staffing levels and related expenses.
Research and development (R&D) expenses for the three months ended March 31, 2009 were $125
thousand, compared to $118 thousand for the comparable period of 2008, an increase of 6%. R&D
expenses represented 3% and 2% of revenue in the first quarter 2009 and 2008 respectively.
Interest income for the three months ended March 31, 2009 decreased by $96 thousand to $15 thousand
when compared to the same period of 2008 in which interest income was $112 thousand. Interest
income represented interest and dividends earned on cash and cash equivalents and investments.
Decreasing interest rates on our mix of cash, cash equivalents and investments caused the decrease
in interest income for the three month period ended March 31, 2009.
Provision for income taxes During the three months ended March 31, 2009, the Company recorded a tax
provision of $30 thousand. During the three months ended March 31, 2008, the Company recorded a
tax provision of $605 thousand. These provisions represented effective tax rates of 44% and 40%
for the periods ended March 31, 2009 and 2008, respectively.
LIQUIDITY AND CAPITAL RESOURCES
At March 31, 2009, the Company had approximately $5.5 million of cash and cash equivalents.
The Companys operating activities used net cash of $153 thousand for the three months ended March
31, 2009. Investing activities used $28 thousand in the three month period while financing
activities used a net amount of $963 thousand during the period.
Cash used by operating activities of $153 thousand reflected net income of $39 thousand
adjusted for depreciation and amortization of $96 thousand, stock based compensation of $107
thousand and a decrease in receivables of $657 thousand offset by an increase in prepaid expenses
and other current assets (primarily insurance) of $326 thousand and a decrease in accounts payable
of $331 thousand and a decrease in accrued expenses of $323 thousand.
During the three months ended March 31, 2009, the Company distributed $883 thousand in cash
dividends to its shareholders. The Company repurchased 17,219 shares for treasury during the three
months ended March 31, 2009 for $79 thousand. In March 2008, the Board of Directors of the Company
also authorized, under a new repurchase program, 250,000 shares for repurchase of which 17,219
shares have been repurchased since January 1, 2009 and 47,077 shares have been repurchased since
March 2008. In total, 664,523 shares have been repurchased for all programs.
14
Contractual obligations as of March 31, 2009 were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Less Than |
|
|
1-3 |
|
|
4-5 |
|
|
After 5 |
|
|
|
|
|
|
One Year |
|
|
Years |
|
|
years |
|
|
Years |
|
|
Total |
|
|
|
(in thousands) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating leases |
|
$ |
522 |
|
|
$ |
976 |
|
|
$ |
|
|
|
$ |
|
|
|
$ |
1,498 |
|
Purchase commitment |
|
|
434 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
434 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
956 |
|
|
$ |
976 |
|
|
$ |
|
|
|
$ |
|
|
|
$ |
1,932 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The Company has a supply agreement with a vendor which requires the Company to purchase
isotopes used in its drug testing procedures from this sole supplier in exchange for variable
annual payments based upon prior year purchases. Purchases amounted to $145 thousand for the three
months ended March 31, 2009 as compared to $152 thousand for the comparable period of 2008. The
Company expects to purchase approximately $434 thousand for the remainder of 2009. In exchange for
exclusivity, among other things, the supplier has provided the Company with the right to purchase
the isotope technology at fair market value under certain conditions, including the failure to meet
the Companys purchase commitments. This agreement does not include a fixed termination date;
however, it is cancelable upon mutual agreement by the parties or six months after termination
notice by the Company of its intent to use a different technology in connection with its drug
testing procedures.
At March 31, 2009, the Companys principal sources of liquidity included an aggregate of
approximately $5.5 million of cash and cash equivalents. Management currently believes that such
funds, together with cash generated from operations, should be adequate to fund anticipated working
capital requirements and capital expenditures in the near term. Depending upon the Companys
results of operations and capital needs, the Company may use various financing sources to raise
additional funds, although the Company does not have any such plans at this time. At March 31,
2009, the Company had no long-term debt.
15
CRITICAL ACCOUNTING POLICIES
Management believes the most critical accounting policies are as follows:
Revenue Recognition
The Company is in the business of performing drug testing services and reporting the results
thereof. The Companys drug testing services include training for collection of samples and storage
of positive samples for its customers for an agreed-upon fee per unit tested of samples. The
revenues are recognized when the predominant deliverable, drug testing, is provided and reported to
the customer.
The Company recognizes revenue under Emerging Issue Task Force (EITF) Issue No. 00-21,
Revenue Arrangements with Multiple Deliverables. In accordance with EITF 00-21, the Company
considers testing, training and storage elements as one unit of accounting for revenue recognition
purposes, as the training and storage costs are de minimis and do not have stand-alone value to the
customer. The Company recognizes revenue as the service is performed and reported to the customer,
since the predominant deliverable in each arrangement is the testing of the units.
The Company also provides expert testimony, when and if necessary, to support the results of
the tests, which is generally billed separately and recognized as the services are provided.
Deferred revenue represents payments received in advance of the performance of drug testing
procedures, generally in relation to the personal drug testing kits PDT-90. Deferred revenue is
recognized as revenue when the underlying test results are delivered. With respect to a portion of
these transactions, there may be instances where the customer ultimately does not require
performance. Revenue is then recognized when the Company can reasonably, reliably and objectively
determine that it is remote that performance will be required for an estimable portion of
transactions. The Company recorded $35 thousand and $29 thousand of revenue in the results of
operations for the three months ended March 31, 2009 and 2008, respectively, related to test kits
that were sold for which the Companys obligations to provide service were deemed remote
Estimates
The preparation of financial statements in conformity with accounting principles generally
accepted in the United States requires management to make estimates, including bad debts and income
taxes, and assumptions that affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and the reported amounts
of revenues and expenses during the reporting period. Actual results could differ from those
estimates.
16
Allowance for Doubtful Accounts
The allowance for doubtful accounts is based on managements assessment of the collectibility
of its customer accounts. Management reviews its accounts receivable aging for doubtful accounts
and specifically identifies accounts that may not be collectible. The Company routinely assesses
the financial strength of its customers and, as a consequence, believes that its accounts
receivable credit risk exposure is limited. The Company maintains an allowance for potential
credit losses but historically has not experienced any significant losses related to individual
customers or groups of customers in any particular industry or geographic area. Bad debt expense
has been within managements expectations.
Income Taxes
The Company accounts for income taxes using the liability method, which requires the Company
to recognize a current tax liability or asset for current taxes payable or refundable and a
deferred tax liability or asset for the estimated future tax effects of temporary differences
between the financial statement and tax reporting bases of assets and liabilities to the extent
that they are realizable. Deferred tax expense (benefit) results from the net change in deferred
tax assets and liabilities during the year. A deferred tax valuation allowance is required if it
is more likely than not that all or a portion of the recorded deferred tax assets will not be
realized.
In July 2006, the Financial Accounting Standards Board (FASB) issued FASB Interpretation
(FIN) No. 48, Accounting for Uncertainty in Income Taxes an Interpretation of FASB Statement No.
109. FIN 48 contains a two-step approach to recognizing and measuring uncertain tax positions (tax
contingencies) accounted for in accordance with SFAS No. 109. The first step is to evaluate the
tax position for recognition by determining if the weight of available evidence indicates it is
more likely than not that the position will be sustained on an audit, including resolution of
related appeals or litigation processes, if any. The second step is to measure the tax benefit as
the largest amount which is more than 50% likely of being realized upon ultimate settlement. We
consider many factors when evaluating and estimating our tax positions and tax benefits, which may
require periodic adjustments and which may not accurately forecast actual outcomes. The Company
adopted the provisions of FIN 48, effective January 1, 2007, without material effect in the
financial statements.
The Company operates within multiple taxing jurisdictions and could be subject to audit in
these jurisdictions. These audits may involve complex issues, which may require an extended period
of time to resolve. The Company has provided for its estimated taxes payable in the accompanying
financial statements. Interest and penalties related to income tax matters are recognized as a
general and administrative expense. The Company did not have any unrecognized tax benefits and did
not have any interest or penalties accrued as of March 31, 2009 or December 31, 2008. The Company
does not expect the unrecognized tax benefits to change significantly over the next twelve months.
The above listing is not intended to be a comprehensive list of all of the Companys
accounting policies. In many cases, the accounting treatment of a particular transaction is
specifically dictated by accounting principles generally accepted in the United States, with no
need for managements
judgment in their application. There are also areas in which managements judgment in
selecting any available alternative would not produce a materially different result.
17
Item 3. Quantitative and Qualitative Disclosures about Market Risk
Interest Rate Sensitivity. The Company maintains cash and cash equivalents which consist of
cash, money market funds and certificates of deposit with financial institutions. Due to the
conservative nature and relatively short duration of our cash and cash equivalents, interest rate
risk is mitigated.
Based on our ability to access our cash and cash equivalents, our expected operating cash
flows and our other sources of cash, we do not anticipate that any lack of liquidity will
materially affect our ability to operate our business.
Item 4. Controls and Procedures
As of the date of this report, our Chief Executive Officer and our Controller performed an
evaluation of the effectiveness of the design and operation of the Companys disclosure controls
and procedures pursuant to Exchange Act Rule 13a-14. Based upon that evaluation, the Chief
Executive Officer and Controller concluded that the Companys disclosure controls and procedures
are effective in ensuring the reporting of material information required to be included in the
Companys periodic filings with the Securities and Exchange Commission. There were no significant
changes in the Companys internal controls over financial reporting or in other factors that could
significantly affect these internal controls over financial reporting subsequent to the date of the
most recent evaluation.
18
PART II OTHER INFORMATION
Item 1A. Risk Factors
There have been no material changes in our risk factors from those disclosed in our 2008
Annual Report on Form 10-K.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
The following table presents the aggregate quarterly purchases during the first quarter of
2009:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total number of |
|
|
Maximum |
|
|
|
|
|
|
|
|
|
|
|
shares |
|
|
number of |
|
|
|
|
|
|
|
Average |
|
|
purchased as |
|
|
shares that may |
|
|
|
Total |
|
|
price |
|
|
part of publicly |
|
|
yet be |
|
|
|
number |
|
|
paid |
|
|
announced |
|
|
purchased |
|
|
|
of shares |
|
|
per |
|
|
repurchase |
|
|
under the |
|
Month |
|
purchased |
|
|
share |
|
|
programs |
|
|
programs (1) |
|
January |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
220,142 |
|
February |
|
|
3,511 |
|
|
$ |
6.09 |
|
|
|
3,511 |
|
|
|
216,631 |
|
March |
|
|
13,708 |
|
|
$ |
4.23 |
|
|
|
13,708 |
|
|
|
202,923 |
|
|
|
|
(1) |
|
On March 18, 2008, the Board of Directors authorized a new repurchase program.
Under the 2008 program, the Company is authorized to repurchase up to 250,000 shares of
the Companys common stock, subject to certain market conditions. As of March 31,
2009, there have been 47,077 shares repurchased under this program, leaving 202,923
available for future repurchases. |
Item 6. Exhibits
See Exhibit Index included in this Report
19
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused
this report to be signed on its behalf by the undersigned, thereunto duly authorized.
|
|
|
|
|
|
Psychemedics Corporation
|
|
Date: May 15, 2009 |
By: |
/s/ Raymond C. Kubacki, Jr.
|
|
|
|
Raymond C. Kubacki, Jr. |
|
|
|
Chairman and Chief Executive Officer
(principal executive officer) |
|
|
|
|
Date: May 15, 2009 |
By: |
/s/ Raymond J. Ruddy
|
|
|
|
Raymond J. Ruddy |
|
|
|
Vice President and Controller
(principal accounting officer) |
|
20
PSYCHEMEDICS CORPORATION
FORM 10-Q
March 31, 2009
EXHIBIT INDEX
|
|
|
|
|
|
|
31.1 |
|
|
Certification of Chief Executive Officer Pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002
|
|
|
|
|
|
|
|
|
31.2 |
|
|
Certification of Principal Accounting Officer Pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002
|
|
|
|
|
|
|
|
|
32.1 |
|
|
Certification of Chief Executive Officer Pursuant to
18 U.S.C. Section 1350 as Adopted Pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002
|
|
|
|
|
|
|
|
|
32.2 |
|
|
Certification of Principal Accounting Officer Pursuant to
18 U.S.C. Section 1350 as Adopted Pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002
|
|
21