e10vk
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-K
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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FOR THE FISCAL YEAR ENDED DECEMBER 31, 2007 |
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Commission file number: 1-13738
Psychemedics Corporation
(Exact name of registrant as specified in its charter)
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Delaware
(State or other jurisdiction of
incorporation or organization)
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58-1701987
(I.R.S. Employer
Identification No.) |
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125 Nagog Park |
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Acton, Massachusetts
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01720 |
(Address of principal executive offices)
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(Zip Code) |
Registrants telephone number including area code: (978) 206-8220
Securities registered pursuant to Section 12(b) of the Act:
Common Stock, $0.005 par value
(Title of class)
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by a check mark if the registrant is a well-known seasoned issuer (as defined in Rule 405
of the Securities Exchange Act of 1934).
Yes o No þ
Indicate by a check mark if the registrant is not required to file reports pursuant to Section 13
or Section 15(d) of the Securities Exchange Act of 1934). Yes o No þ
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 if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K
(§229.405 of this chapter) is not contained herein, and will not be contained, to the best of
registrants 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. þ
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer,
or a non-accelerated filer. See definition of accelerated filer and large accelerated filer in
Rule 12b-2 of the Securities Exchange Act of 1934.
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Non-accelerated filer o
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Smaller Reporting Company þ |
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(Do not check if smaller reporting Company) |
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Indicate by a check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the
Securities and Exchange Act of 1934).
Yes o No þ
As of June 30, 2007, there were 5,215,584 shares of Common Stock of the Registrant outstanding.
The aggregate market value of the Common Stock of the Registrant held by non-affiliates (assuming
for these purposes, but not conceding, that all executive officers, directors and 5% shareholders
are affiliates of the Registrant) as of June 30, 2007 was approximately $71 million, computed
based upon the closing price of $20.44 per share on June 29, 2007.
As of March 24, 2008, there were 5,208,335 shares of Common Stock of the Registrant outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Part III of this Annual Report on Form 10-K incorporates by reference portions of the Registrants
definitive proxy statement, to be filed with the Securities and Exchange Commission no later than
120 days after the close of its fiscal year; provided that if such proxy statement is not filed
with the Commission in such 120-day period, an amendment to this Form 10-K shall be filed no later
than the end of the 120-day period.
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
Some of the statements under Business, Risk Factors, Legal Proceedings, Market for
Registrants Common Stock and Related Stockholder Matters and Management Discussion and Analysis
of Financial Condition and Results of Operations and elsewhere in this Annual Report on Form 10-K
(this Form 10-K) constitute forward-looking statements under Section 27A of the Securities Act of
1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, including
statements made with respect to future earnings per share, future revenues, future operating
income, future cash flows, competitive and strategic initiatives, potential stock repurchases and
future liquidity needs. These statements involve known and unknown risks, uncertainties and other
factors that may cause results, levels of activity, growth, performance, earnings per share or
achievements to be materially different from any future results, levels of activity, growth,
performance, earnings per share or achievements expressed or implied by such forward-looking
statements.
The forward-looking statements included in this Form 10-K and referred to elsewhere are
related to future events or our strategies or future financial performance. In some cases, you can
identify forward-looking statements by terminology such as may, should, believe,
anticipate, future, potential, estimate, encourage, opportunity, growth, leader,
could, expect, intend, plan, expand, focus, through, strategy, provide, offer,
allow, commitment, implement, result, increase, establish, perform, make,
continue, can, ongoing, include or the negative of such terms or comparable terminology.
All forward-looking statements included in this Form 10-K are based on information available to us
as of the filing date of this report, and the Company assumes no obligation to update any such
forward-looking statements. Our actual results could differ materially from the forward-looking
statements. Important factors that could cause actual results to differ materially from
expectations reflected in our forward-looking statements include those described in Item 1A, Risk
Factors.
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PSYCHEMEDICS CORPORATION
Form 10-K
Annual Report
For the Year Ended December 31, 2007
TABLE OF CONTENTS
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PART I
AVAILABLE INFORMATION; BACKGROUND
Psychemedics Corporation (the Company) maintains executive offices located at 125 Nagog
Park, Acton, MA 01720. Our telephone number is (978) 206-8220. Our stock is traded on the American
Stock Exchange under the symbol PMD. Our Internet address is www.psychemedics.com. The Company
makes available, free of charge, on the Investor Information section of our website, our Annual
Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and all amendments
to those reports as soon as reasonably practicable after such material is electronically filed with
the Securities and Exchange Commission (the SEC). Copies are also available, without charge, from
Psychemedics Corporation, Attn: Investor Relations, 125 Nagog Park, Acton, MA 01720.
Alternatively, reports filed with the SEC may be viewed or obtained at the SEC Public Reference
Room in Washington, D.C., or the SECs Internet site at www.sec.gov. We do not intend for
information contained in our website to be part of this Annual Report on Form 10-K.
ITEM 1. BUSINESS
General
Psychemedics Corporation is a Delaware corporation organized on September 24, 1986 to provide
testing services for the detection of abused substances through the analysis of hair samples. The
Companys testing methods utilize a patented technology to perform radioimmunoassays on
enzymatically dissolved hair samples with confirmation testing by mass spectrometry.
The Companys primary application of its patented technology is as a testing service that
analyzes hair samples for the presence of certain drugs of abuse. Employing radioimmunoassay
procedures to drug test hair samples differs from the more commonly used approach in which
immunoassay procedures are employed to test urine samples. The Companys tests provide
quantitative information that can indicate the approximate amount of drug ingested as well as
historical data, which can show a pattern of individual drug use over a period of time. This
information is useful to employers for both applicant and employee testing, as well as to
physicians, treatment professionals, law enforcement agencies, school administrators, parents
concerned about their childrens drug use and other individuals or entities engaged in any business
where drug use or potential drug use is an issue. The Company provides commercial testing and
confirmation by mass spectrometry using industry-accepted practices for cocaine, marijuana, PCP,
methamphetamine (including Ecstasy, which is difficult to detect in urine due to sporadic use
patterns and rapid clearance from the body) and opiates (including heroin and oxycodone).
Testing services are currently performed at the Companys laboratory at 5832 Uplander Way,
Culver City, California. The Companys services are marketed under the name RIAH (Radioimmunoassay
of Hair), a registered service mark.
Development of Radioimmunoassay of Hair
The application of unique radioimmunoassay procedures to the analysis of hair was initially
developed in 1978 by the founders of the Company, Annette Baumgartner and Werner A. Baumgartner,
Ph.D. The Baumgartners demonstrated that when certain chemical substances enter the bloodstream,
the blood carries these substances to the hair where they become entrapped in the protein matrix
in amounts approximately proportional to the amount ingested. The Companys patented drugs of
abuse testing procedure involves direct analysis of liquefied hair samples by radioimmunoassay
procedures utilizing effective reagents and antibodies. The antibodies detect the presence of a
specific drug or drug metabolite in the liquefied hair sample by reacting with the drug present in
the sample solution, as well as an added radioactive analog of the drug. The resulting
antibody-drug complex is precipitated and analyzed. The amount of drug present in the sample is
inversely proportional to the amount of radioactive analog in the precipitate. RIA positive
results are then confirmed by Mass Spectrometry. Depending upon the length of head hair, the
Company is able to provide historical information on drug use by the person from whom the sample
was obtained. Since head hair grows approximately 1.3 centimeters per month, a 3.9 centimeter head
hair sample can reflect drug ingestion over the approximate several months prior to the collection
of the sample. Another testing option involves sectional analysis of the head hair sample. In
this procedure, the hair is sectioned lengthwise to approximately correspond to certain time
periods. Each section corresponds to a time period, which allows the Company to provide
information on patterns of drug use.
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Validation of the Companys Proprietary Testing Method
The process of analyzing human hair for the presence of drugs using the Companys patented
method has been the subject of numerous peer-reviewed, scientific field studies. Results from the
studies that have been published or accepted for publication in scientific journals are generally
favorable to the Companys technology. Some of these studies were performed with the following
organizations: Boston University School of Public Health; Citizens for a Better Community Court,
Columbia University; Connecticut Department of Mental Health and Addictive Services; Koba
Associates-DC Initiative, Harvard Cocaine Recovery Project, Hutzel Hospital, ISA Associates
(Interscience America)-NIDA Workplace Study, University of California-Sleep State Organization,
Maternal/Child Substance Abuse Project, Matrix Center, National Public Services Research Institute,
Narcotic and Drug Research Institute, San Diego State University-Chemical Dependency Center,
Spectrum Inc., Stapleford Centre (London), Task Force on Violent Crime (Cleveland, Ohio);
University of Miami-Department of Psychiatry, University of Miami-Division of Neonatology,
University of South Florida-Operation Par Inc., University of Washington, VA Medical
Center-Georgia, U.S. Probation Parole-Santa Ana and Wayne State University. The above studies
include research in the following areas: effects of prenatal drug use, treatment evaluation,
workplace drug use, the criminal justice system and epidemiology. Many of the studies have been
funded by the National Institute of Justice or the National Institute on Drug Abuse (NIDA).
Several hundred research articles written by independent researchers have been published supporting
the general validity and usefulness of hair analysis.
Some of the Companys customers have also completed their own testing to validate the
Companys proprietary hair testing method as a prelude to utilizing the Companys services. These
studies have consistently confirmed the Companys superior detection rate compared to urinalysis
testing. When results based on the Companys patented hair testing method were compared to urine
results in side-by-side evaluations, 4 to 10 times as many drug abusers were accurately identified
by the Companys proprietary method. In addition to these studies, the Companys proprietary
method is validated through the services it offers to the thousands of clients for whom it has
performed testing.
In 1998, the National Institute of Justice, utilizing Psychemedics hair testing, completed a
Pennsylvania Prison study where hair analysis revealed an average prison drug use level of
approximately 7.9% in 1996. Comparatively, urinalysis revealed virtually no positives. After
measures to curtail drug use were instituted (drug-sniffing dogs, searches and scanners), the use
level fell to approximately 2% according to the results of hair analysis in 1998. Again, the urine
tests showed virtually no positives. The study illustrates the usefulness of hair analysis to
monitor populations and the weakness of urinalysis.
The Company has received 510k clearance from the United States Food and Drug Administration
(FDA) on all five of its assays used to test human hair for drugs of abuse. As of the date of
this report, Psychemedics was the only company that has received FDA clearance for a five-drug
panel test that is not restricted to head hair samples for drugs of abuse. See Government
Regulation.
Advantages of Using the Companys Patented Method
The Company asserts that hair testing using its patented method confers substantive advantages
relative to existing means of drug detection through urinalysis. Although urinalysis testing can
provide accurate drug use information, the scope of the information is short-term and is generally
limited to the type of drug ingested within a few days of the test. Studies published in many
scientific publications have indicated that most drugs disappear from urine within a few days.
In contrast to urinalysis testing, hair testing using the Companys patented method can
provide long-term historical drug use information resulting in a significantly wider window of
detection. This window may be several months or longer depending on the length of the hair
sample. The Companys standard test offering, however, uses a 3.9 centimeter length head hair
sample cut close to the scalp which measures use for approximately the previous several months.
This wider window enhances the detection efficiency of hair analysis, making it particularly
useful in pre-employment testing. Hair testing not only identifies more drug users, but it may
also uncover patterns and severity of drug use (information most helpful in determining the scope
of an individuals involvement with drugs), while serving as a deterrent against the use of drugs.
Hair testing employing the Companys patented method greatly reduces the incidence of false
negatives associated with evasive measures typically encountered with urinalysis testing. For
example, urinalysis test results are adversely impacted by excessive fluid intake prior to testing
and by adulteration or substitution of the urine sample. Moreover, a drug user who abstains from
use for a few days prior to urinalysis testing can usually escape detection. Hair testing is
effectively free of these problems, as it cannot be thwarted by evasive measures typically
encountered with urinalysis testing. Hair testing is also attractive to
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customers since sample collection is typically performed under close supervision yet is less
intrusive and less embarrassing for test subjects.
Hair testing using the Companys patented method (with mass spectrometry confirmation) further
reduces the prospects of error in conducting drug detection tests. Urinalysis testing is more
susceptible to problems such as evidentiary false positives resulting from passive drug exposure
or poppy seeds. To combat this problem, in federally mandated testing, the opiate cutoff levels
for urine testing were raised 667% (from 300 to 2,000 ng/ml) on December 1, 1998 and testing for
the presence of a heroin metabolite, 6-AM, was required. These requirements, however, effectively
reduced the detection time frame for confirmed heroin with 6-AM in urine down to several hours post
drug use. In contrast, the metabolite 6-AM is stable in hair and can be detected for months.
In the event a positive urinalysis test result is challenged, a test on a newly collected
urine sample is not a viable remedy. Unless the forewarned individual continues to use drugs prior
to the date of the newly collected sample, a re-test may yield a negative result when using
urinalysis testing because of temporary abstinence. In contrast, when the Companys hair testing
method is offered on a repeat hair sample, the individual suspected of drug use cannot as easily
affect the results because historical drug use data remains locked in the hair fiber.
When compared to other hair testing methods, not only are the Companys assays cleared by the
FDA, they also employ a unique patented method of enzyme digestion that the Company believes allows
for the most efficient release of drugs from the hair without destroying the drugs. The Companys
method of releasing drugs from hair is a key advantage and results in superior detection rates.
Disadvantages of Hair Testing
There are some disadvantages of hair testing as compared to drug detection through urinalysis.
Because hair starts growing below the skin surface, drug ingestion evidence does not appear in
hair above the scalp until approximately five to seven days after use.
Thus, hair testing is not suitable for determining drug presence in for cause testing as is
done in connection with an accident investigation. It does, however, provide a drug history which
can complement urinalysis information in for cause testing.
Currently, radioimmunoassay testing using hair samples under the Companys patented method is
only practiced by Psychemedics Corporation.
The Companys prices for its tests are generally somewhat higher than prices for tests using
urinalysis, but the Company believes that its superior detection rates provide more value to the
customer. This pricing policy could, however, adversely impact the growth of the Companys sales
volume.
Patents
In 1994, the Company was issued its first patent, U.S. Patent No. 5,324,642 (the 642 Patent)
by the United States Patent and Trademark Office. This patent pertains to the Companys universal
drug extraction procedure and radioimmunoassay technology for the detection of drugs in hair
specimens. Some of the research on the inventions covered by the 642 Patent was conducted at the
Veterans Administration Hospital (VA). Therefore, the U.S. government has been granted a
nonexclusive, irrevocable, royalty-free license to use the basic invention covered by the 642
Patent, for all governmental purposes. In 1995, the Company was granted a second patent pertaining
to the immuno-chemical screening assay for marijuana, which is the most difficult drug to detect.
In 1996, the Company was issued its first European patent on the base hair analysis method.
The Company was also issued a European patent in 1996 on another aspect of the Companys
technology, related to the use of detergents to enhance the hair digestion portion of the
methodology.
In October 1998, the Japanese Patent Office informed the Company that it had allowed the
pending Japanese patent application containing broad claims to the Companys proprietary hair test
for drugs of abuse.
In August 1999, the Canadian Patent Office issued the Company a patent containing broad claims
to the Companys proprietary basic hair analysis method.
In December 1999, the Company was issued European patents related to the analysis of marijuana
analyte in hair. As a result of the issuance of this patent, national patents are in effect in
Germany, France, Italy, the United Kingdom and Spain.
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In February 2000, a third U.S. patent was issued which extends protection to yet another
aspect of the Companys methodology. This patent provides for the use of metal salt to deactivate
certain reagents used in the method, thus enhancing efficiency.
In December 2001, a Japanese certificate of patent was issued related to the use of detergents
in the Psychemedics hair analysis process.
In January 2002, a second Canadian patent was issued, which relates to the use of ion exchange
resins in the marijuana assay.
In February 2002, a fourth U.S. patent was issued that covers the base hair analysis method
and broadens considerably the scope of the original U.S. patent.
In June 2003, a fifth U.S. patent was issued which covers degradation of a keratin structure,
filtering to remove particulate substances present in the digest solution that may interfere with
the screen methods, and analysis of the digest to determine the identity and amount of the drug
present.
A sixth U.S. patent, issued in September 2005, describes the use of biological detergents with
our hair analysis methods to aid in the digestion of hair without damaging the drug analytes
trapped in the original hair structure.
Certain aspects of the Companys hair analysis method are based on trade secrets owned by the
Company. The Companys ability to protect the confidentiality of these trade secrets is dependent
upon the Companys internal safeguards and upon the laws protecting trade secrets and unfair
competition. In the event that patent protection or protection under the laws of trade secrets was
not sufficient and the Companys competitors succeeded in duplicating the Companys products, the
Companys business could be materially adversely affected.
Target Markets
1. Workplace
The Company focuses its primary marketing efforts on the private sector, with particular
emphasis on job applicant and employee testing.
Most businesses use drug testing to screen job applicants and employees. The American
Management Association (AMA) survey from 2004 indicated that 62% of surveyed firms were engaged in
some form of drug testing. The prevalence of drug screening programs reflects a concern that drug
use contributes to employee health problems and costs (increased absenteeism, workers compensation
claims and reduced productivity, etc.) and in certain industries, safety hazards. It has been
estimated that the cost to American businesses is more than $100 billion annually.
The principal criticism of employee drug testing programs centers on the effectiveness of the
testing program. Most private sector testing programs use urinalysis. Such programs are
susceptible to evasive maneuvers and the inability to obtain identical repeat samples in the event
of a challenged result. An industry has developed over the Internet, and through direct mail,
marketing a wide variety of adulterants, dilutants, clean urine and devices to assist drug users in
falsifying urine test results.
Moreover, scheduled tests such as pre-employment testing and some random testing programs
provide an opportunity for many drug users to simply abstain for a few days in order to escape
detection by urinalysis.
The Company presents its patented hair analysis method to potential clients as a better
technology well suited to employer needs. Field studies and actual client results support the
accuracy and effectiveness of the Companys patented technology and its ability to detect varying
levels of drug use. This information provides an employer with greater flexibility in assessing
the scope of an applicants or an employees drug problem.
The Company performs a confirmation test of all presumptive positive results through mass
spectrometry. The use of mass spectrometry is an industry accepted practice used to confirm
positive drug test results of an initial screen. In an employment setting, mass spectrometry
confirmation is typically used prior to the taking of any disciplinary action against an employee.
The Company offers its clients a five-drug screen with mass spectrometry confirmation of cocaine,
PCP, marijuana, amphetamines (including Ecstasy), and opiates (including heroin and oxycodone).
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2. Schools
The Company currently serves hundreds of schools in a majority of states and in several
foreign countries as clients. The Company offers its school clients the same five-drug screen with
mass spectrometry confirmation that is used with the Companys workplace testing service.
3. Parents
The Company also offers a personal drug testing service, known as PDT-90®, for
parents concerned about drug use by their children. It allows parents to collect a small sample
from their child in the privacy of the home, send it to the Companys laboratory and have it tested
for drugs of abuse by the Company. The PDT-90 testing service uses the same patented method that
is used with the Companys workplace testing service.
4. Research
The Company is involved in ongoing studies involving use of drugs of abuse in various
populations, including the following: National Development and Research Institute; Connecticut
Department of Mental Health and Addiction; Columbia University; polypharmaceuticals studies at Duke
University; PREDICT programs studying outcomes of early intervention at Yale University, University
of Toronto, and University of North Carolina at Chapel Hill; maternal drug use studies at The
Research Institute of Addiction at SUNY, Buffalo, NY; human metabolic studies with ecstasy at the
Chemistry and Drug Metabolism Section, NIDA, Baltimore, MD; studies of motivational intervention to
change risky sexual behavior at Boston University; studies using P.E.T. Imaging to determine MDMA
neurotoxicity; and studies of neurocognitive consequences of long term MDMA (ecstasy) use.
Sales and Marketing
The Company markets its corporate drug testing services primarily through its own sales force.
Sales offices are located in several major cities in the United States in order to facilitate
communications with corporate employers. The Company markets its home drug testing service,
PDT-90, through the Internet and retail distributors.
Competition
The Company competes directly with numerous commercial laboratories that test for drugs
primarily through urinalysis testing. Most of these laboratories, such as Laboratory Corporation
of America and Quest Diagnostics, have substantially greater financial resources, market identity,
marketing organizations, facilities, and numbers of personnel than the Company. The Company has
been steadily increasing its base of corporate customers and believes that future success with new
customers is dependent on the Companys ability to communicate the advantages of implementing a
drug program utilizing the Companys patented hair analysis method.
The Companys ability to compete is also a function of pricing. The Companys prices for its
tests are generally somewhat higher than prices for tests using urinalysis. However, the Company
believes that its superior detection rates, coupled with the customers ability to test less
frequently due to hair testings wider window of detection (several months versus approximately
three days with urinalysis) provide more value to the customer. This pricing policy could,
however, lead to slower sales growth for the Company.
Although other laboratories have begun offering hair testing, the Company is the only
laboratory with FDA clearance for a five-drug panel test that is not limited to head hair samples
for drugs of abuse. To date, no other laboratory engaged in hair testing has received approval or
clearance from the FDA on all of its assays for the testing of both head and body hair samples (two
other laboratories have either partial FDA clearance or clearance specific to head hair samples
only). Additionally, several of these laboratories that purport to test hair samples use a method
that the Company presumes includes the use of a form of immunoassay procedures. The Company,
however, does not believe that immunoassay testing of hair samples is as effective on a commercial
basis without using the Companys unique patented method, which allows for the efficient release of
drugs from the hair through enzyme digestion without destroying the drugs.
Government Regulation
The Company is licensed as a clinical laboratory by the State of California as well as certain
other states. All tests are performed according to the laboratory standards established by the
Department of Health and Human Services, through the Clinical Laboratories Improvement Amendments
(CLIA), and various state licensing statutes.
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A substantial number of states regulate drug testing. The scope and nature of such
regulations varies greatly from state to state and is subject to change from time to time. The
Company addresses state law issues on an ongoing basis.
In 2000 the FDA issued regulations under the Federal Food, Drug and Cosmetic Act, as amended
(the FDC Act) with respect to companies that market drugs of abuse test sample collection
systems. Under the regulations, companies engaged in the business of testing for drugs of abuse
using a test (screening assay) not previously recognized by the FDA are required to submit their
assay to the FDA for recognition prior to marketing. In addition, the laboratory performing the
tests is required to be certified by a recognized agency. The regulations included a transitional
period in order for companies not immediately in compliance with the proposed requirements to
obtain the necessary data they needed for submission to the FDA.
By May 3, 2002, the Company had received 510k clearance to market all five of its assays.
In December 2003, the FDA issued revised draft guidance for manufacturers of drug screening
tests, clarifying the FDAs position on laboratory and non-laboratory tests. The FDA indicated its
intent to enforce the FDC Act. In June 2005, the FDA issued a public message confirming the need
for FDA clearance of screening tests used by businesses and consumers to detect the presence of
drugs of abuse.
In April 2004, the Drug Testing Advisory Board (DTAB) of the Substance Abuse and Mental
Health Services Administration (SAMHSA) proposed a revision to the Mandatory Guidelines for use
in federal workplace programs. In the Proposal, the Mandatory Guidelines would be amended so as to
include hair and other specimens as permissible specimens that may be collected for federal
workplace drugs-of-abuse testing. However, revised final Mandatory Guidelines have not yet been
promulgated and the proposal was withdrawn from the Government Accounting Office review without
comment. Should the Mandatory Guidelines be amended as contemplated by the Proposal, then the
federal workplace market, previously limited to only urine testing, would be available to the
Company.
Research and Development
The Company is continuously engaged in research and development activities. During the years
ended December 31, 2007, 2006 and 2005, $489,007, $444,532 and $335,769, respectively, were
expended for research and development. The Company continues to perform research activities to
develop new products and services and to improve existing products and services utilizing the
Companys proprietary technology. The Company also continues to evaluate methodologies to enhance
its drug screening capabilities. Additional research using the Companys proprietary technology is
being conducted by outside research organizations through government-funded studies.
Additional research has been conducted in the measurement of concentrations of marijuana by
Gas Chromatography/Mass Spectrometry/Mass Spectrometry, (GC/MS/MS). This has been the most
challenging, and requires the most sensitive of equipment for its accurate measurement and
qualitative identification.
Research has continued on the interactions of different types of hair with drugs in the
environment and from actual drug usage. This work has concentrated on assessments of various
published methods for removal of externally deposited drug from hair surfaces and on methods of
extraction of metabolically deposited drugs from the solid hair matrix. Some of the work has been
presented at meetings of the Society of Forensic Toxicologists and the European Society of Hair
Testing. A chapter on Hair Analysis by Psychemedics scientists is included in a 2006 book,
Analytical and Practical Aspects of Drug Testing in Hair, CRC Press.
Sources and Availability of Raw Materials
Since its inception, the Company has purchased raw materials for its laboratory services from
outside suppliers. The most critical of these raw materials are the radio-labeled drugs which the
Company purchases from a single supplier, although other suppliers of radio-labeled drugs exist.
The Company has entered into an agreement with its principal supplier to purchase certain
proprietary information regarding the manufacture of such radio-labeled drugs owned by the supplier
in the event that the supplier ceases to be able to supply such radio-labeled drugs to the Company.
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Employees
As of December 31, 2007, the Company had 116 full-time equivalent employees, of whom three
full-time employees were in research and development. None of the Companys employees is subject
to a collective bargaining agreement.
ITEM 1A. RISK FACTORS
In addition to other information contained in this Form 10-K, the following risk factors
should be carefully considered in evaluating Psychemedics Corporation and its business because such
factors could have a significant impact on our business, operating results and financial condition.
These risk factors could cause actual results to materially differ from those projected in any
forward-looking statements.
Companies may develop products that compete with our products and some of these companies may be
larger and better capitalized than we are.
Many of our competitors and potential competitors are larger and have greater financial
resources than we do and offer a range of products broader than our products. Some of the
companies with which we now compete or may compete in the future may develop more extensive
research and marketing capabilities and greater technical and personnel resources than we do, and
may become better positioned to compete in an evolving industry. Failure to compete successfully
could harm our business and prospects.
Our results of operations are subject in part to variation in our customers hiring practices and
other factors beyond our control.
Our results of operations have been and may continue to be subject to variation in our
customers hiring practices, which in turn is dependent, to a large extent, on the general
condition of the economy. Results for a particular quarter may vary due to a number of factors,
including:
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economic conditions in our markets in general; |
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economic conditions affecting our customers and their particular industries; |
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the introduction of new products and product enhancements by us or our competitors; and |
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pricing and other competitive conditions. |
Our business could be harmed if we are unable to protect our proprietary technology.
We rely primarily on a combination of trade secrets, patents and trademark laws and
confidentiality procedures to protect our technology. Despite these precautions, unauthorized
third parties may infringe or copy portions of our technology. In addition, because patent
applications in the United States are not publicly disclosed until either (1) 18 months after the
application filing date or (2) the publication date of an issued patent wherein applicant(s) seek
only US patent protection, applications not yet disclosed may have been filed which relate to our
technology. Moreover, there is a risk that foreign intellectual property laws will not protect our
intellectual property rights to the same extent as United States intellectual property laws. In
the absence of significant patent protection, we may be vulnerable to competitors who attempt to
copy our products, processes or technology.
Our business could be affected by a computer or other IT System failure.
A computer or IT system failure could affect our ability to perform tests, report test results
or properly bill customers. Failures could occur as a result of the standardization of our IT
systems and other system conversions, telecommunications failures, malicious human acts (such as
electronic break-ins or computer viruses) or natural disasters.
Our future success will depend on the continued services of our key personnel.
The loss of any of our key personnel, particularly our key sales and marketing personnel,
could harm our business and prospects. Our success will also depend upon our ability to attract and
retain other qualified managerial and technical personnel. We may not be able to attract and
retain personnel necessary for the development of our business. We do not have any key man life
insurance for any of our officers or other key personnel.
9
Negative conditions in the global credit markets may impair the liquidity of a portion of our
investment portfolio.
Recent U.S. sub-prime mortgage defaults have had a significant impact across various sectors
of the financial markets, causing global credit and liquidity issues. The short-term funding
markets experienced credit issues during the second half of fiscal 2007 and continuing into the
first quarter of fiscal 2008, leading to liquidity disruption in asset-backed commercial paper and
failed auctions in the auction rate market. Our short-term investments include high-grade (AAA
rated) auction rate securities, primarily backed by municipal bonds and student loans. If the
global credit market continues to deteriorate, our investment portfolio may be impacted and we
could determine that some of our investments are impaired. This could materially adversely impact
our results of operations and financial condition.
We are exposed to potential risks and we will incur costs as a result of the internal control
assessment and attestation process mandated by Section 404 of the Sarbanes-Oxley Act of 2002.
We have evaluated, tested and implemented internal controls over financial reporting to enable
management to report on such internal controls as required by Section 404 of the Sarbanes-Oxley Act
of 2002. In connection with the filing of our annual report for 2008, we are currently required to
provide an auditor attestation on internal controls. The additional testing and the auditor
attestation could cause us to incur significant costs, including increased accounting fees and
staffing levels. While we believe that we are compliant with the management evaluation
requirements of Section 404, if our independent registered public accounting firm cannot attest in
a timely manner to our evaluation, we could be subject to regulatory scrutiny and a loss of public
confidence in our internal controls. In addition, any failure to implement required new or
improved controls, or difficulties encountered in their implementation, could harm our operating
results or cause us to fail to meet our reporting obligations. We intend to devote substantial
time and incur substantial costs, as necessary, to ensure ongoing compliance.
Our reliance on one supplier for certain raw materials used in our testing procedures could harm
our business and prospects.
Since its inception, the Company has purchased raw materials for its laboratory services from
outside suppliers. The most critical of these raw materials are the radio-labeled drugs, which the
Company purchases from a single supplier, although other suppliers of radio-labeled drugs exist.
The Company has entered into an agreement with its principal supplier to purchase certain
proprietary information regarding the manufacture of such radio-labeled drugs owned by the supplier
in the event that the supplier ceases to be able to supply such radio-labeled drugs to the Company.
Obtaining alternative sources of supply of the radio-labeled drugs could involve delays and other
costs; however, the Company maintains a surplus supply. The failure of the Companys primary or
any alternative supplier of radio-labeled drugs to provide such radio-labeled drugs at an
acceptable price, or an interruption of supplies from such a supplier and the exhaustion of the
Companys current supply on hand could result in lost or deferred sales. The Company was
unsuccessful in the arbitration proceeding it brought against the supplier involving restrictions
on the suppliers ability to sell to third parties portions of its inventory of antibodies.
However, other antibody suppliers exist.
There is a risk that our insurance will not be sufficient to protect us from errors and omissions
liability or other claims, or that in the future errors and omissions insurance will not be
available to us at a reasonable cost, if at all.
Our business involves the risk of claims of errors and omissions and other claims inherent to
our business. We maintain errors and omissions and general liability insurance subject to
deductibles and exclusions. There is a risk that our insurance will not be sufficient to protect us
from all such possible claims. An under-insured or uninsured claim could harm our operating
results or financial condition.
ITEM 1B. UNRESOLVED STAFF COMMENTS
Not applicable.
10
ITEM 2. PROPERTIES
The Company maintains its corporate office and northeast sales office at 125 Nagog Park,
Acton, Massachusetts; the office consists of 3,971 square feet and is leased through November 2009.
The Company leases 18,000 square feet of space in Culver City, California, for laboratory
purposes. This facility is leased through December 31, 2012 with an option to renew for an
additional three years. The Company also leases an additional 5,400 square feet of space in Culver
City, California for customer service and information technology purposes. This office space is
leased through December 31, 2010 with an option to renew for an additional two years.
ITEM 3. LEGAL PROCEEDINGS
The Company is involved in various suits and claims in the ordinary course of business. The
Company does not believe that the disposition of any such suits or claims will have a material
adverse effect on the continuing operations or financial condition of the Company.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Not applicable.
11
PART II
ITEM 5. MARKET FOR REGISTRANTS COMMON EQUITY, RELATED SHAREHOLDER MATTERS AND ISSUER
PURCHASES OF EQUITY SECURITIES
The Companys common stock is traded on the American Stock Exchange under the symbol PMD.
As of March 13, 2008, there were 265 record holders of the Companys common stock. The number of
record owners was determined from the Companys stockholder records maintained by the Companys
transfer agent and does not include beneficial owners of the Companys common stock whose shares
are held in the names of various security holders, dealers and clearing agencies. The Company
believes that the number of beneficial owners of the Companys common stock held by others as or in
nominee names exceeds 2,000.
The following table sets forth for the periods indicated the range of prices for the Companys
common stock as reported by the American Stock Exchange and dividends declared by the Company.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
High |
|
Low |
|
Dividends |
FISCAL 2006: |
|
|
|
|
|
|
|
|
|
|
|
|
First Quarter |
|
$ |
19.05 |
|
|
$ |
13.75 |
|
|
$ |
0.100 |
|
Second Quarter |
|
|
18.05 |
|
|
|
16.25 |
|
|
|
0.125 |
|
Third Quarter |
|
|
19.21 |
|
|
|
15.90 |
|
|
|
0.125 |
|
Fourth Quarter |
|
|
19.49 |
|
|
|
16.60 |
|
|
|
0.125 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
FISCAL 2007: |
|
|
|
|
|
|
|
|
|
|
|
|
First Quarter |
|
$ |
19.25 |
|
|
$ |
16.32 |
|
|
$ |
0.125 |
|
Second Quarter |
|
|
20.50 |
|
|
|
16.30 |
|
|
|
0.150 |
|
Third Quarter |
|
|
21.05 |
|
|
|
16.72 |
|
|
|
0.150 |
|
Fourth Quarter |
|
|
17.35 |
|
|
|
13.92 |
|
|
|
0.150 |
|
The Company has paid dividends over the past eleven years. It most recently declared a
dividend in February 2008, which was paid in March 2008. The Companys current intention is to
continue to declare dividends to the extent funds are available and not required for operating
purposes or capital requirements, and only then, upon approval by the Board of Directors.
12
EQUITY COMPENSATION PLAN INFORMATION
The following table provides information as of December 31, 2007 with respect to shares of the
Companys common stock that were issuable under the Companys 2006 Equity Incentive Plan (the 2006
Equity Incentive Plan).
The table does not include information with respect to shares subject to outstanding options
granted under other equity compensation plans that were no longer in effect on December 31, 2007.
Footnote (2) to the table sets forth the total number of shares of common stock issuable upon the
exercise of options under such expired or discontinued plans as of December 31, 2007, and the
weighted average exercise price of those options. No additional options may be granted under such
other expired or discontinued plans.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of Securities to |
|
Weighted average |
|
Number of securities |
|
|
be issued upon exercise |
|
exercise price of |
|
that |
|
|
of outstanding options, |
|
outstanding options, |
|
remained available for |
|
|
warrants and rights |
|
warrants and rights |
|
future issuance |
Plan category |
|
(a) |
|
(b) |
|
(c) |
Equity compensation
plans approved by
security holders
(1) |
|
|
51,550 |
|
|
$ |
0.00 |
|
|
|
191,300 |
|
Equity compensation
plans not approved
by security holders |
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
51,550 |
|
|
$ |
0.00 |
|
|
|
191,300 |
|
|
|
|
(1) |
|
Consists of the 2006 Equity Incentive Plan. |
|
(2) |
|
This table does not include information for the following stock option plans that were
discontinued or expired prior to December 31, 2007: the Companys 1989 Non-Qualified Stock
Option Plan (expired on September 22, 1999); the Companys 1989 Employee Stock Option Plan
(discontinued on May 11, 2000 in connection with the adoption of the 2000 Stock Option Plan);
the Companys 1991 Non-Qualified Stock Option Plan (expired on June 12, 2001) and the
Companys 2000 Stock Option Plan (discontinued on May 11, 2006). As of December 31, 2007, a
total of 450,034 shares of common stock were issuable upon the exercise of outstanding options
under the foregoing discontinued or expired plans. The weighted average exercise price of
outstanding options under all four plans is $15.63 per share. No additional options may be
granted under these discontinued or expired plans. |
13
Performance Graph
|
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2002 |
|
|
2003 |
|
|
2004 |
|
|
2005 |
|
|
2006 |
|
|
2007 |
PSYCHEMEDICS
CORPORATION |
|
|
100.00 |
|
|
|
|
103.88 |
|
|
|
|
147.64 |
|
|
|
|
161.61 |
|
|
|
|
230.03 |
|
|
|
|
199.58 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
RUSSELL 2000 INDEX |
|
|
100.00 |
|
|
|
|
145.37 |
|
|
|
|
170.08 |
|
|
|
|
175.73 |
|
|
|
|
205.61 |
|
|
|
|
199.96 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
AMEX COMPOSITE INDEX |
|
|
100.00 |
|
|
|
|
142.36 |
|
|
|
|
173.99 |
|
|
|
|
213.38 |
|
|
|
|
249.45 |
|
|
|
|
292.29 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
The above graph assumes a $100 investment on December 31, 2002, through the end of
the 5-year period ended December 31, 2007 in the Companys Common Stock, the Russell
2000 Index and the AMEX Composite Index. The prices all assume the reinvestment of
dividends. |
|
(2) |
|
The Russell 2000 Index is composed of the smallest 2,000 companies in the Russell
3,000 Index. The Company has been unable to identify a peer group of companies that
engage in testing of drugs of abuse, except for large pharmaceutical companies where
such business is insignificant to such companies other lines of businesses. The
Company therefore uses in its proxy statements a peer index based on market
capitalization. |
|
(3) |
|
The AMEX Composite Index includes companies whose shares are traded on the American
Stock Exchange. |
ITEM 6. SELECTED FINANCIAL DATA
The selected financial data presented below is derived from our financial statements and
should be read in connection with those statements.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of and for the Years Ended |
|
|
December 31, |
|
|
2007 |
|
2006 |
|
2005 |
|
2004 |
|
2003 |
|
|
|
|
|
|
(In thousands, except for per share data) |
|
|
|
|
Revenue |
|
$ |
24,569 |
|
|
$ |
23,425 |
|
|
$ |
21,389 |
|
|
$ |
18,937 |
|
|
$ |
15,995 |
|
Gross profit |
|
|
14,677 |
|
|
|
14,056 |
|
|
|
12,576 |
|
|
|
10,448 |
|
|
|
8,370 |
|
Income from operations |
|
|
7,139 |
|
|
|
7,563 |
|
|
|
6,326 |
|
|
|
4,331 |
|
|
|
1,938 |
|
Net income |
|
|
4,484 |
|
|
|
4,902 |
|
|
|
4,049 |
|
|
|
2,764 |
|
|
|
1,218 |
|
Basic net income per share |
|
|
0.86 |
|
|
|
0.95 |
|
|
|
0.79 |
|
|
|
0.54 |
|
|
|
0.23 |
|
Diluted net income per share |
|
|
0.85 |
|
|
|
0.94 |
|
|
|
0.78 |
|
|
|
0.54 |
|
|
|
0.23 |
|
Total assets |
|
|
15,561 |
|
|
|
13,261 |
|
|
|
11,145 |
|
|
|
8,434 |
|
|
|
7,267 |
|
Working capital |
|
|
12,773 |
|
|
|
10,534 |
|
|
|
7,832 |
|
|
|
5,126 |
|
|
|
3,786 |
|
Shareholders equity |
|
|
13,878 |
|
|
|
11,504 |
|
|
|
8,895 |
|
|
|
6,234 |
|
|
|
5,111 |
|
Cash dividends declared per common share |
|
$ |
0.575 |
|
|
$ |
0.475 |
|
|
$ |
0.36 |
|
|
$ |
0.32 |
|
|
$ |
0.32 |
|
14
ITEM 7. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
The Managements Discussion and Analysis of Financial Condition and Results of Operations should be
read together with the more detailed business information and financial statements and related
notes that appear elsewhere in this annual report on Form 10-K. This annual report may contain
certain forward-looking information within the meaning of the Private Securities Litigation
Reform Act of 1995. This information involves risks and uncertainties. Actual results may differ
materially from the results discussed in the forward-looking statements. Factors that might cause
such a difference include, but are not limited to, those discussed in Item 1A Risk Factors.
Overview
Psychemedics Corporation 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. During the year ended December 31, 2007, the
Company generated $24.6 million in revenue, while maintaining a gross margin of 60% and pre-tax
margins over 30%. At December 31, 2007, the Company had $10.0 million of cash, cash equivalents
and short-term investments. During 2007, the Company had operating cash flow of $4.9 million and
distributed $3.0 million, or $0.575 per share of cash dividends to its shareholders. To date, the
Company has paid forty-six consecutive quarterly cash dividends.
The following table sets forth, for the periods indicated, selected statements of operations
data as a percentage of total revenue:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, |
|
|
2007 |
|
2006 |
|
2005 |
Revenue |
|
|
100.0 |
% |
|
|
100.0 |
% |
|
|
100.0 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of revenue |
|
|
40.3 |
% |
|
|
40.0 |
% |
|
|
41.2 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit |
|
|
59.7 |
% |
|
|
60.0 |
% |
|
|
58.8 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
General and administrative |
|
|
16.1 |
% |
|
|
14.0 |
% |
|
|
14.6 |
% |
Marketing and selling |
|
|
12.5 |
% |
|
|
11.8 |
% |
|
|
13.1 |
% |
Research and development |
|
|
2.0 |
% |
|
|
1.9 |
% |
|
|
1.6 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total operating expenses |
|
|
30.6 |
% |
|
|
27.7 |
% |
|
|
29.3 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income |
|
|
29.1 |
% |
|
|
32.3 |
% |
|
|
29.5 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
Other income |
|
|
|
|
|
|
|
|
|
|
|
|
Interest income |
|
|
1.7 |
% |
|
|
1.3 |
% |
|
|
0.6 |
% |
Other income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total other income |
|
|
1.7 |
% |
|
|
1.3 |
% |
|
|
0.6 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
Income before taxes |
|
|
30.8 |
% |
|
|
33.6 |
% |
|
|
30.1 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Tax provision |
|
|
12.5 |
% |
|
|
12.6 |
% |
|
|
11.2 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
|
18.2 |
% |
|
|
21.0 |
% |
|
|
18.9 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
Results for the Year Ended December 31, 2007 Compared to Results for the Year Ended December 31,
2006
Revenue increased $1.2 million or 5% to $24.6 million in 2007, compared to $23.4 million in 2006.
This increase was due in part to increased testing volume, which increased 4% over 2006, along with
an increase of 1% in the average revenue per sample. Testing volume increased as a result of
volume from new customers in 2007, while volume for existing customers decreased. Revenue included
the recognition of deferred revenue relating to the sale of PDT-90 products of $0.2 million for
each of the years ended December 31, 2007 and 2006.
Gross profit increased $0.6 million to $14.7 million in 2007, compared to $14.1 million in 2006.
Direct costs increased by 6% from 2006 to 2007, mainly due to increased labor and associated costs.
The gross profit margin remained relatively unchanged at 59.7% in 2007 compared to 60.0% in 2006.
15
General and administrative (G&A) expenses were $3.9 million for the year ended December 31, 2007,
compared to $3.3 million for the year ended December 31, 2006, representing an increase of 20%. As
a percentage of revenue, G&A expenses were 16.1% and 14.0% for the years ended December 31, 2007
and 2006, respectively. The increase in general and administrative expenses in 2007 was due
primarily to an increase in legal fees and audit fees, along with an increase in stock-based
compensation, attributable to a full-year expense of stock-based awards issued in May 2006 and
additional expense related to stock-based awards issued in May 2007.
Marketing and selling expenses were $3.1 million for the year ended December 31, 2007, compared to
$2.8 million for the year ended December 31, 2006, an increase of 12%. The variation in marketing
and selling expenses was primarily due to higher sales staffing levels, related staffing expenses
and higher commissions in 2007. Total marketing and selling expenses represented 12.5% and 11.8%
of revenue for the years ended December 31, 2007 and 2006, respectively.
Research and development (R&D) expenses for 2007 were $0.5 million, compared to $0.4 million for
2006, an increase of 10%. The increased R&D expense was due to the cost of supplies for several
scientific research projects. R&D expenses represented 2.0% and 1.9% of revenue for the years ended
December 31, 2007 and 2006, respectively.
Other income increased $0.1 million to $0.4 million for the year ended December 31, 2007, compared
to $0.3 million for the year ended December 31, 2006. Other income in both periods represented
interest and dividends earned on cash equivalents and short-term investments. Higher average
investment balances along with an increase in the yield on investment balances in 2007 as compared
to 2006 caused the increase in interest and dividend income.
During the year ended December 31, 2007, the Company recorded a tax provision of $3.1 million,
representing an effective tax rate of 40.7%. During the year ended December 31, 2006, the Company
recorded a tax provision of $3.0 million, representing an effective tax rate of 37.6%. The
increase in the effective tax rate from 2006 to 2007 was mainly due to an increase in the amount of
state income taxes.
Results for the Year Ended December 31, 2006 Compared to Results for the Year Ended December 31,
2005
Revenue was $23.4 million in 2006, as compared to $21.4 million in 2005, representing an increase
of 10%. The increase in revenue for 2006 was due to an increase in testing volume while average
revenue per sample decreased slightly. The increase in testing volume for 2006 resulted from the
addition of new clients during 2006, while testing volume at existing clients decreased slightly.
The 2006 revenue also included the recognition of $0.2 million of deferred revenue pertaining to
prior sales of the Companys PDT 90 product, which the Company continues to sell to parents who are
concerned about drug abuse by their children. There was no such amount recognized in 2005.
Gross profit increased $1.5 million or 11.8% to $14.1 million in 2006, compared to $12.6 million in
2005. Gross profit margin increased to 60.0% of revenue in 2006 as compared to 58.8% of revenue in
2005. Reduced depreciation and amortization and the aforementioned $0.2 million of deferred
revenue recognized in 2006 were the primary reasons for the increase, as labor and material costs
remained relatively constant. Also, fixed and semi-variable direct costs were spread over a
greater number of tests performed during 2006, as compared to 2005.
General and administrative expenses increased by $0.2 or 5% to $3.3 million in 2006 from $3.1
million in 2005. The increase in general and administrative expenses was due primarily to an
increase in personnel expenses, business insurance and professional fees related to legal services,
offset by a decrease in professional fees related to corporate governance and a decrease in bad
debt expense. General and administrative expenses represented 14.0% of revenue in 2006 as compared
to 14.6% of revenue in 2005.
Marketing and selling expenses were relatively constant as compared to 2005, remaining at $2.8
million in both 2006 and 2005. Marketing and selling expenses as a percentage of revenue were
11.8% and 13.1% in 2006 and 2005, respectively.
Research and development expenses increased $0.1 million or 32% to $0.4 million in 2006 from $0.3
million in 2005. The increase in research and development expenses for 2006 as compared to 2005
was due primarily to increased personnel and consulting expenses. Research and development
expenses represented 1.9% and 1.6% of revenues in 2006 and 2005, respectively.
16
Other income increased $0.2 million to $0.3 in 2006 as compared to $0.1 million in 2005. The
majority of other income for each year represented interest earned on cash equivalents and
short-term investments. Interest income increased due to higher average investment balances along
with an increase in the yield on investment balances. The remainder of other income represented
amounts received in 2005 as part of the favorable resolution in late 2003 of a court case involving
a collector of hair samples.
During 2006, the Company recorded a tax provision of $3.0 million, reflecting an effective tax rate
of 37.6%, as compared with an effective tax rate of 37.2% in 2005. The slight increase in
effective tax rates for 2006 compared to 2005 was due to increased state income taxes.
Liquidity and Capital Resources
At December 31, 2007, the Company had $10.0 million of cash, cash equivalents and short-term
investments, compared to $7.9 million at December 31, 2006. The Companys operating activities
generated net cash of $4.9 million in 2007, $4.6 million in 2006 and $4.3 million in 2005.
Investing activities used $0.6 million in 2007, $1.4 million in 2006 and $2.8 million in 2005.
Financing activities used $2.3 million in 2007, $2.4 million in 2006 and $1.4 million in 2005.
Operating cash flow of $4.9 million in 2007 primarily reflected net income of $4.5 million
adjusted for depreciation and amortization of $0.3 million, stock compensation expense of $0.2
million and a decrease in prepaid expenses of $0.3 million, offset by an increase in accounts
receivable of $0.4 million. Operating cash flow in 2006 of $4.6 million consisted of $4.9 million
in net income, adjusted for depreciation and amortization of $0.3 million, stock compensation
expense of $0.1 million, offset by an increase in prepaid expenses of $0.4 million and an increase
in accrued expenses of $0.4 million. Operating cash flow in 2005 principally reflected net income
of $4.0 million adjusted for depreciation and amortization of $0.4 million offset primarily by a
decrease of $0.2 million in accounts payable and an increase of $0.1 million in prepaid expenses
and other assets.
Investing cash flow principally reflected the purchase and redemption of short-term
investments and capital expenditures. During 2007 the Company purchased a net of $0.2 million in
short-term investments, while in 2006 the Company purchased $1.1 million and in 2005 we purchased
$2.6 million. Capital expenditures were $0.4 million, $0.3 million and $0.3 million in 2007, 2006
and 2005, respectively. The expenditures related principally to new equipment, including laboratory
and computer equipment. The Company currently plans to make capital expenditures of approximately
$1.0 million in 2008, primarily in connection with the purchase of additional laboratory and
computer equipment. The Company believes that within the next two to five years it may be required
to expand its existing laboratory or develop a second laboratory, the cost of which is currently
believed to range from $2 million to $5 million, which the Company expects to fund primarily
through its operating cash flows.
During the third quarter of 2007, the Company repurchased 2,400 shares for treasury. There
were no share repurchases made in either 2006 or 2005. The Company has authorized 500,000 shares
for repurchase since June of 1998, of which 468,751 shares have been repurchased. The Company
distributed $3.0 million, $2.5 million and $1.9 million of cash dividends to its shareholders in
2007, 2006 and 2005, respectively.
At December 31, 2007,
the Companys principal sources of liquidity included
approximately $10.0 million of
cash, cash equivalents and short-term investments. Management currently believes that such funds,
together with future operating profits, should be adequate to fund anticipated working capital
requirements and capital expenditures in the near term. Depending upon the Companys results of
operations, its future capital needs and available marketing opportunities, the Company may use
various financing sources to raise additional funds. Such sources could include joint ventures,
issuance of common stock or debt financing, although there is no assurance that such financings
will be available to the Company on terms it deems acceptable, if at all. At December 31, 2007,
the Company had no long-term debt.
The Company has paid dividends over the past eleven years. It most recently declared a
dividend in February 2008, which was paid in March 2008 and amounted to $784,340. The Companys
current intention is to continue to declare dividends to the extent funds are available and not
required for operating purposes or capital requirements, and only then, upon approval by the Board
of Directors. There can be no assurance that in the future the Company will declare dividends.
17
Contractual obligations as of December 31, 2007 were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Payments Due By Period |
|
|
|
Less |
|
|
|
|
|
|
|
|
|
|
Greater |
|
|
|
|
|
|
Than 1 |
|
|
1 3 |
|
|
3 5 |
|
|
Than 5 |
|
|
|
|
Contractual Obligation |
|
Year |
|
|
Years |
|
|
Years |
|
|
Years |
|
|
Total |
|
|
|
(Amounts in thousands) |
|
Operating leases |
|
$ |
516 |
|
|
$ |
987 |
|
|
$ |
603 |
|
|
$ |
|
|
|
$ |
2,106 |
|
Purchase commitment |
|
|
606 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
606 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
1,122 |
|
|
$ |
987 |
|
|
$ |
603 |
|
|
$ |
|
|
|
$ |
2,712 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Purchase Commitment
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 at prices based upon prior
year purchase levels. Purchases amounted to $587,964 in 2007, $543,832 in 2006 and $494,302 in
2005. The Company expects to purchase approximately $606,000 in 2008. In exchange for
exclusivity, 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 both 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.
Critical Accounting Policies
The Companys significant accounting policies are described in Note 2 to the financial
statements included in Item 8 of this Form 10-K. Management believes the most critical accounting
policies are as follows:
Revenue Recognition
The Company is in the business of performing drug testing 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.
In 2003, the Company adopted Emerging Issue Task Force (EITF) Issue No. 00-21, Revenue
Arrangements with Multiple Deliverables, which was effective for all transactions entered into
subsequent to June 15, 2003. The Company applied the consensus reached under EITF 00-21 and
concluded that the testing, training and storage elements are considered 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 has concluded that the predominant deliverable in
the arrangement is the testing of the units and has recognized revenue as that service is performed
and reported to the customer.
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 $189,628 and $244,000 of revenue in the results of operations
for the years ended December 31, 2007 and 2006 related to test kits that were sold for which the
Companys obligations to provide service were deemed remote. No such amounts were recorded in
2005.
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.
18
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.
The Company had net deferred tax assets in the amount of $660,818 at December 31, 2007, which
the Company believes are fully realizable based upon expected future taxable income, which the
Companys believes is reasonably attainable in light of previous operating results during the past
three years.
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 Companys evaluation was performed for the tax years ended
December 31, 2003, 2004, 2005 and 2006, the tax years which remained subject to examination by
major tax jurisdictions as of January 1, 2007.
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 December 31, 2007 and 2006. 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.
Recent Accounting Pronouncements
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 is effective for financial statements issued for fiscal years beginning
after November 15, 2007 and is required to be adopted by the Company in fiscal 2008. In February
2008, the FASB issued Staff Position No. FAS 157-2 (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 until fiscal years beginning after November 15,2008. The Company is
currently evaluating the effect that the adoption of
19
SFAS 157 and FSP 157-2 will have on its results of operations and financial condition but does not
expect it to have a material impact.
In February 2007, the FASB issued SFAS No. 159, The Fair Value Option for Financial Assets and
Financial Liabilities (SFAS 159) including an amendment of FASB Statement No. 115. SFAS 159
permits companies to choose to measure certain financial instruments and certain other items at
fair value. The standard requires that unrealized gains and losses on items for which the fair
value option has been elected be reported in earnings. SFAS 159 is effective for the Company
beginning in the first quarter of 2008, although earlier adoption is permitted. The Company is
currently assessing the impact of SFAS 159 but does not presently anticipate it will have a
material impact on the Companys results of operations and financial condition.
In December 2007, the FASB issued SFAS No. 141 (revised), Business Combinations (SFAS
141(R)). The statement retains the fundamental requirements of SFAS No. 141, but requires the
recognition of all assets acquired and liabilities assumed in a business combination at their fair
values as of the acquisition date. It also requires the recognition of assets acquired and
liabilities assumed arising from contractual contingencies at their acquisition date fair values.
Additionally, SFAS No. 141(R) supersedes FASB Interpretation No. 4, Applicability of FASB Statement
No. 2 to Business Combinations Accounted for by the Purchase Method, which required research and
development assets acquired in a business combination that have no alternative future use to be
measured at their fair values and expensed at the acquisition date. SFAS No. 141(R) now requires
that purchased research and development be recognized as an intangible asset. The Company is
required to adopt SFAS No. 141(R) prospectively for any acquisition on or after January 1, 2009 and
is currently evaluating the impact this new standard will have on the Companys future results of
operations and financial condition.
In December 2007, the FASB issued SFAS No. 160, Non-Controlling Interests in Consolidated
Financial Statements an amendment of Accounting Research Bulletin No. 51 (SFAS 160) which
establishes accounting and reporting standards for ownership interests in subsidiaries held by
parties other than the parent, the amount of consolidated net income attributable to the parent and
the non-controlling interest, changes in a parents ownership interest and the valuation of
retained non-controlling equity investments when a subsidiary is deconsolidated. The Statement
also establishes reporting requirements that provide sufficient disclosures that clearly identify
and distinguish between the interest of the parent and the interests of the non-controlling owners.
SFAS 160 is effective for fiscal years beginning after December 15, 2008. The Company is
currently assessing the impact of SFAS 160 will have on the Companys future results of operations
and financial condition.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The following discussion about the Companys market risk disclosures involves forward-looking
statements. Actual results could differ materially from those projected in the forward-looking
statements. The Company is exposed to market risk related to changes in interest rates. The
Company does not use derivative financial instruments for speculative or trading purposes.
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.
Our short-term investments consist of high-grade (AAA rated) Taxable Auction Rate Preferred, 7
and 28 day Dutch auction securities and government obligations. The Dutch auction process rests
the applicable interest rates at prescribed calendar intervals and is intended to provide liquidity
to the holders of auction rate securities by matching buyers and sellers in a market context,
enabling the holders to gain immediate liquidity by selling such securities at par, or rolling over
their investment. If there is an imbalance between buyers and sellers, there is a risk of a failed
auction. Due to recent credit issues experienced by short-term funding markets, some of these
securities have failed at auction subsequent to December 31, 2007. An auction failure is not a
default, and in some cases it could reset the applicable interest rates to a higher rate as
outlined by the security. We do not currently intend to liquidate these investments at below par
value or prior to a reset date. However, if the global credit market continues to deteriorate, we
could determine that some of our investments are impaired. We will assess the fair value of these
securities at the end of each quarter to determine if an impairment charge may be required. 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 related to these securities
will materially affect our ability to operate our business.
20
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
|
|
|
|
|
|
|
Page |
|
(a) Financial Statements: |
|
|
|
|
|
|
22 |
|
|
|
|
23 |
|
|
|
|
24 |
|
|
|
|
25 |
|
|
|
|
26 |
|
|
|
|
27 |
|
(b) Not Covered by Above Report: |
|
|
|
|
Unaudited Supplementary Quarterly Financial Information |
|
|
39 |
|
21
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and
Shareholders of Psychemedics Corporation
Acton, Massachusetts:
We have audited the accompanying balance sheets of Psychemedics Corporation as of December 31,
2007 and 2006 and the related statements of income, shareholders equity and cash flows for each of
the three years in the period ended December 31, 2007. These financial statements are the
responsibility of the Companys management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting
Oversight Board (United States). Those standards 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 consideration of internal control over financial reporting as a
basis for designing audit procedures that are appropriate in the circumstances but not for the
purpose of expressing an opinion on the effectiveness of the Companys internal control over
financial reporting. Accordingly, we express no such opinion. An audit also 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, as well as
evaluating the overall financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material
respects, the financial position of Psychemedics Corporation at December 31, 2007 and 2006 and the
results of its operations and its cash flows for each of the three years in the period ended
December 31, 2007, in conformity with accounting principles generally accepted in the United States
of America.
As discussed in Note 5 of the financial statements, the Company adopted the provision of the
FASB issued Interpretation No. 48 Accounting for Uncertainty in Income Taxes, effective January 1,
2007.
/s/ BDO Seidman, LLP
Boston, Massachusetts
March 24, 2008
22
PSYCHEMEDICS CORPORATION
BALANCE SHEETS
|
|
|
|
|
|
|
|
|
|
|
December 31, |
|
|
|
2007 |
|
|
2006 |
|
ASSETS |
|
|
|
|
|
|
|
|
Current assets: |
|
|
|
|
|
|
|
|
Cash and cash equivalents |
|
$ |
6,096,734 |
|
|
$ |
4,180,235 |
|
Short-term investments |
|
|
3,875,000 |
|
|
|
3,683,192 |
|
Accounts receivable, net of allowance of $235,337 in 2007
and $333,281 in 2006 |
|
|
3,555,342 |
|
|
|
3,196,384 |
|
Prepaid expenses and other current assets |
|
|
498,919 |
|
|
|
818,693 |
|
Deferred tax assets |
|
|
429,472 |
|
|
|
412,486 |
|
|
|
|
|
|
|
|
Total current assets |
|
|
14,455,467 |
|
|
|
12,290,990 |
|
|
|
|
|
|
|
|
|
|
Property and equipment, net |
|
|
|
|
|
|
|
|
Computer software |
|
|
1,205,840 |
|
|
|
1,205,840 |
|
Office furniture and equipment |
|
|
2,146,269 |
|
|
|
2,021,991 |
|
Laboratory equipment |
|
|
6,545,889 |
|
|
|
6,254,228 |
|
Leasehold improvements |
|
|
894,659 |
|
|
|
894,659 |
|
|
|
|
|
|
|
|
|
|
|
10,792,657 |
|
|
|
10,376,718 |
|
Less Accumulated depreciation and amortization |
|
|
(9,977,315 |
) |
|
|
(9,630,190 |
) |
|
|
|
|
|
|
|
|
|
|
815,342 |
|
|
|
746,528 |
|
Deferred tax asset |
|
|
231,346 |
|
|
|
183,555 |
|
Other assets |
|
|
58,613 |
|
|
|
39,830 |
|
|
|
|
|
|
|
|
Total assets |
|
$ |
15,560,768 |
|
|
$ |
13,260,903 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND SHAREHOLDERS EQUITY |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current liabilities: |
|
|
|
|
|
|
|
|
Accounts payable |
|
$ |
488,640 |
|
|
$ |
499,420 |
|
Accrued expenses |
|
|
951,242 |
|
|
|
865,575 |
|
Deferred revenue |
|
|
242,955 |
|
|
|
392,403 |
|
|
|
|
|
|
|
|
Total current liabilities |
|
|
1,682,837 |
|
|
|
1,757,398 |
|
|
|
|
|
|
|
|
|
|
Commitments and contingencies (Note 10) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shareholders equity: |
|
|
|
|
|
|
|
|
Preferred stock, $0.005 par value; 872,521 shares authorized,
no shares issued or outstanding |
|
|
|
|
|
|
|
|
Common stock, $0.005 par value; 50,000,000 shares authorized,
5,811,982 shares issued in 2007 and 5,756,044 shares issued in 2006 |
|
|
29,060 |
|
|
|
28,780 |
|
Paid-in capital |
|
|
26,539,764 |
|
|
|
25,609,800 |
|
Treasury stock, at cost, 586,197 shares in 2007 and 583,797 shares in 2006 |
|
|
(9,163,624 |
) |
|
|
(9,122,691 |
) |
Accumulated deficit |
|
|
(3,527,269 |
) |
|
|
(5,012,384 |
) |
|
|
|
|
|
|
|
Total shareholders equity |
|
|
13,877,931 |
|
|
|
11,503,505 |
|
|
|
|
|
|
|
|
Total liabilities and shareholders equity |
|
$ |
15,560,768 |
|
|
$ |
13,260,903 |
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of these financial statements.
23
PSYCHEMEDICS CORPORATION
STATEMENTS OF INCOME
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, |
|
|
|
2007 |
|
|
2006 |
|
|
2005 |
|
Revenue |
|
$ |
24,568,824 |
|
|
$ |
23,425,090 |
|
|
$ |
21,388,513 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of revenue |
|
|
9,892,226 |
|
|
|
9,369,257 |
|
|
|
8,812,186 |
|
|
|
|
|
|
|
|
|
|
|
Gross profit |
|
|
14,676,598 |
|
|
|
14,055,833 |
|
|
|
12,576,327 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
General and administrative |
|
|
3,948,642 |
|
|
|
3,278,826 |
|
|
|
3,122,579 |
|
Marketing and selling |
|
|
3,099,909 |
|
|
|
2,769,310 |
|
|
|
2,791,670 |
|
Research and development |
|
|
489,007 |
|
|
|
444,532 |
|
|
|
335,769 |
|
|
|
|
|
|
|
|
|
|
|
Total operating expenses |
|
|
7,537,558 |
|
|
|
6,492,668 |
|
|
|
6,250,018 |
|
|
|
|
|
|
|
|
|
|
|
Operating income |
|
|
7,139,040 |
|
|
|
7,563,165 |
|
|
|
6,326,309 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other income |
|
|
|
|
|
|
|
|
|
|
|
|
Interest income |
|
|
416,647 |
|
|
|
294,036 |
|
|
|
120,954 |
|
Other income |
|
|
|
|
|
|
|
|
|
|
1,250 |
|
|
|
|
|
|
|
|
|
|
|
Total other income |
|
|
416,647 |
|
|
|
294,036 |
|
|
|
122,204 |
|
|
|
|
|
|
|
|
|
|
|
Income before taxes |
|
|
7,555,687 |
|
|
|
7,857,201 |
|
|
|
6,448,513 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Tax provision |
|
|
3,072,000 |
|
|
|
2,955,000 |
|
|
|
2,400,000 |
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
$ |
4,483,687 |
|
|
$ |
4,902,201 |
|
|
$ |
4,048,513 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic net income per share |
|
$ |
0.86 |
|
|
$ |
0.95 |
|
|
$ |
0.79 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted income per share |
|
$ |
0.85 |
|
|
$ |
0.94 |
|
|
$ |
0.78 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dividends declared per share |
|
$ |
0.575 |
|
|
$ |
0.475 |
|
|
$ |
0.36 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average common shares
outstanding, basic |
|
|
5,205,032 |
|
|
|
5,170,258 |
|
|
|
5,156,686 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average common shares
outstanding, diluted |
|
|
5,301,620 |
|
|
|
5,240,155 |
|
|
|
5,167,215 |
|
|
|
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of these financial statements.
24
PSYCHEMEDICS CORPORATION
STATEMENTS OF SHAREHOLDERS EQUITY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common Stock |
|
|
|
|
|
Treasury Stock |
|
|
|
|
|
|
|
|
|
|
$0.005 |
|
Paid-In |
|
|
|
|
|
|
|
|
|
Accumulated |
|
|
|
|
Shares |
|
Par Value |
|
Capital |
|
Shares |
|
Cost |
|
Deficit |
|
Total |
BALANCE, December 31, 2004 |
|
|
5,710,704 |
|
|
$ |
28,554 |
|
|
$ |
24,978,039 |
|
|
|
583,797 |
|
|
$ |
(9,122,691 |
) |
|
$ |
(9,649,853 |
) |
|
$ |
6,234,049 |
|
Exercise of stock options |
|
|
40,190 |
|
|
|
200 |
|
|
|
468,742 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
468,942 |
|
Cash dividends declared ($0.36 per share) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1,856,940 |
) |
|
|
(1,856,940 |
) |
Net income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4,048,513 |
|
|
|
4,048,513 |
|
|
|
|
BALANCE, December 31, 2005 |
|
|
5,750,894 |
|
|
|
28,754 |
|
|
|
25,446,781 |
|
|
|
583,797 |
|
|
|
(9,122,691 |
) |
|
|
(7,458,280 |
) |
|
|
8,894,564 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercise of stock options |
|
|
5,150 |
|
|
|
26 |
|
|
|
69,057 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
69,083 |
|
Stock compensation expense |
|
|
|
|
|
|
|
|
|
|
93,962 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
93,962 |
|
Cash dividends declared ($0.475 per share) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(2,456,305 |
) |
|
|
(2,456,305 |
) |
Net income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4,902,201 |
|
|
|
4,902,201 |
|
|
|
|
BALANCE, December 31, 2006 |
|
|
5,756,044 |
|
|
|
28,780 |
|
|
|
25,609,800 |
|
|
|
583,797 |
|
|
|
(9,122,691 |
) |
|
|
(5,012,384 |
) |
|
|
11,503,505 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercise of stock options |
|
|
50,479 |
|
|
|
253 |
|
|
|
691,564 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
691,817 |
|
Vested shares issued |
|
|
5,459 |
|
|
|
27 |
|
|
|
(27 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock compensation expense |
|
|
|
|
|
|
|
|
|
|
238,427 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
238,427 |
|
Acquisition of treasury stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,400 |
|
|
|
(40,933 |
) |
|
|
|
|
|
|
(40,933 |
) |
Cash dividends declared ($0.60 per share) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(2,998,572 |
) |
|
|
(2,998,572 |
) |
Net income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4,483,687 |
|
|
|
4,483,687 |
|
|
|
|
BALANCE, December 31, 2007 |
|
|
5,811,982 |
|
|
$ |
29,060 |
|
|
$ |
26,539,764 |
|
|
|
586,197 |
|
|
$ |
(9,163,624 |
) |
|
$ |
(3,527,269 |
) |
|
$ |
13,877,931 |
|
|
|
|
The accompanying notes are an integral part of these financial statements.
25
PSYCHEMEDICS CORPORATION
STATEMENTS OF CASH FLOWS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, |
|
|
|
2007 |
|
|
2006 |
|
|
2005 |
|
CASH FLOWS FROM OPERATING ACTIVITIES: |
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
$ |
4,483,687 |
|
|
$ |
4,902,201 |
|
|
$ |
4,048,513 |
|
Adjustments to reconcile net income to net cash provided by
operating activities: |
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation and amortization |
|
|
347,125 |
|
|
|
287,443 |
|
|
|
408,972 |
|
Deferred income taxes |
|
|
(64,777 |
) |
|
|
170,000 |
|
|
|
(69,706 |
) |
Stock compensation expense |
|
|
238,427 |
|
|
|
93,962 |
|
|
|
|
|
Changes in operating assets and liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
Accounts receivable |
|
|
(358,958 |
) |
|
|
75,894 |
|
|
|
17,585 |
|
Prepaid expenses and other assets |
|
|
319,774 |
|
|
|
(431,267 |
) |
|
|
(141,054 |
) |
Accounts payable |
|
|
(10,780 |
) |
|
|
131,885 |
|
|
|
(186,679 |
) |
Accrued expenses |
|
|
85,667 |
|
|
|
(426,682 |
) |
|
|
134,517 |
|
Deferred revenue |
|
|
(149,448 |
) |
|
|
(198,267 |
) |
|
|
103,037 |
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by operating activities |
|
|
4,890,717 |
|
|
|
4,605,169 |
|
|
|
4,315,185 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CASH FLOWS FROM INVESTING ACTIVITIES: |
|
|
|
|
|
|
|
|
|
|
|
|
Redemptions of short-term investments |
|
|
3,500,055 |
|
|
|
|
|
|
|
|
|
Purchases of short-term investments |
|
|
(3,691,863 |
) |
|
|
(1,133,192 |
) |
|
|
(2,550,000 |
) |
Decrease (increase) in other long-term assets |
|
|
(18,783 |
) |
|
|
|
|
|
|
4,298 |
|
Purchases of property and equipment |
|
|
(415,939 |
) |
|
|
(257,039 |
) |
|
|
(289,144 |
) |
|
|
|
|
|
|
|
|
|
|
Net cash used in investing activities |
|
|
(626,530 |
) |
|
|
(1,390,231 |
) |
|
|
(2,834,846 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CASH FLOWS FROM FINANCING ACTIVITIES: |
|
|
|
|
|
|
|
|
|
|
|
|
Dividends paid |
|
|
(2,998,572 |
) |
|
|
(2,456,305 |
) |
|
|
(1,856,940 |
) |
Proceeds from employee stock plans and stock option exercises |
|
|
665,221 |
|
|
|
8,983 |
|
|
|
35,503 |
|
Acquisition of treasury stock |
|
|
(40,933 |
) |
|
|
|
|
|
|
|
|
Tax benefit associated with exercise of options |
|
|
26,596 |
|
|
|
60,100 |
|
|
|
433,439 |
|
|
|
|
|
|
|
|
|
|
|
Net cash used in financing activities |
|
|
(2,347,688 |
) |
|
|
(2,387,222 |
) |
|
|
(1,387,998 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net increase in cash and cash equivalents |
|
|
1,916,499 |
|
|
|
827,716 |
|
|
|
92,341 |
|
CASH AND CASH EQUIVALENTS, beginning of year |
|
|
4,180,235 |
|
|
|
3,352,519 |
|
|
|
3,260,178 |
|
|
|
|
|
|
|
|
|
|
|
CASH AND CASH EQUIVALENTS, end of year |
|
$ |
6,096,734 |
|
|
$ |
4,180,235 |
|
|
$ |
3,352,519 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: |
|
|
|
|
|
|
|
|
|
|
|
|
Cash paid for income taxes |
|
$ |
2,781,023 |
|
|
$ |
3,244,599 |
|
|
$ |
2,361,860 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NON-CASH INVESTING AND FINANCING ACTIVITIES: |
|
|
|
|
|
|
|
|
|
|
|
|
Retirement of fully depreciated fixed assets |
|
$ |
|
|
|
$ |
|
|
|
$ |
130,297 |
|
|
|
|
|
|
|
|
|
|
|
Issuance of restricted stock awards |
|
$ |
27 |
|
|
$ |
|
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of these financial statements.
26
PSYCHEMEDICS CORPORATION
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2007
1. Nature of Business and Basis of Presentation
Psychemedics Corporation 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.
2. Summary of Significant Accounting Policies
Risks and Uncertainties
The Company is subject to a number of risks and uncertainties similar to those of other
companies, such as those associated with the continued expansion of the Companys sales and
marketing network, development of markets for new products and services offered by the Company, the
economic health of principal customers of the Company, 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.
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. Changes in estimates are recorded in the period in which they become known.
Cash Equivalents and Short-Term Investments
The Company considers all highly liquid investments with original maturities of 90 days or
less to be cash equivalents. Cash equivalents consist of money market accounts and certificates of
deposit with financial institutions at December 31, 2007 and 2006.
The Company maintains a short-term investment portfolio consisting principally of Taxable
Auction Rate Preferred, 7 and 28 day Dutch Auction securities and government obligations. The
Company accounts for investment securities in accordance with Statement of Financial Accounting
Standards SFAS No. 115, Accounting for Certain Investments in Debt and Equity Securities (SFAS
115). Under SFAS 115, investments that the Company has the positive intent and ability to hold to
maturity are classified as held-to-maturity and are reported at amortized cost, which approximates
fair market value. All short-term investments were classified as held-to-maturity at December 31,
2007 and 2006. The Company does not use derivative financial instruments for speculative or
trading purposes.
Inventory
The Company expenses all consumables such as chemicals and antibodies as they are purchased.
27
PSYCHEMEDICS CORPORATION
NOTES TO FINANCIAL STATEMENTS
2. Summary of Significant Accounting Policies (Continued)
Property and Equipment
Property and equipment are stated at cost. Depreciation and amortization are provided over
the estimated useful lives of the assets, using the straight-line method. Repair and maintenance
costs are expensed as incurred. The estimated useful lives of the assets are as follows:
|
|
|
|
|
Computer software |
|
|
5 years |
|
Office furniture and equipment |
|
|
3 to 7 years |
|
Laboratory equipment |
|
|
5 to 7 years |
|
Leasehold improvements |
|
|
Lesser of term of lease or estimated useful life |
The Company recorded depreciation and amortization related to property and equipment of
$347,125, $287,443 and $373,571 in 2007, 2006 and 2005, respectively.
Other Assets
Other assets primarily consist of capitalized legal costs relating to patent applications.
The Company amortizes these costs over 10 years from the date of grant of the applicable patent.
The Company recorded no amortization in 2007 or 2006, and amortization of $35,401 in 2005. As of
December 31, 2007 the Company had capitalized legal costs relating to an outstanding patent
application of $18,973. There were no outstanding patent applications as of December 31, 2006.
The Companys issued patents, with an original cost of $517,587, were fully amortized as of
December 31, 2007 and 2006.
Impairment of Long-Lived Assets
In accordance with SFAS No. 144, Accounting for the Impairment or Disposal of Long-Lived
Assets, the Company reviews the carrying values of its long-lived assets for possible impairment
whenever events or changes in circumstances indicate that the carrying amounts of the assets may
not be recoverable. The Company believes that the carrying value of its long-lived assets is fully
realizable at December 31, 2007.
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.
In 2003, the Company adopted Emerging Issue Task Force (EITF) Issue No. 00-21, Revenue
Arrangements with Multiple Deliverables, which was effective for all transactions entered into
subsequent to June 15, 2003. The Company applied the consensus reached under EITF 00-21 and
concluded that the testing, training and storage elements are considered 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 has concluded that the predominant deliverable in
the arrangement is the testing of the units and has recognized revenue as that service is performed
and reported to the customer.
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.
28
PSYCHEMEDICS CORPORATION
NOTES TO FINANCIAL STATEMENTS
2. Summary of Significant Accounting Policies (Continued)
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 $189,628 and $244,000 of revenue in the results of operations
for the years ended December 31, 2007 and 2006 related to test kits that were sold for which the
Companys obligations to provide service were deemed remote. No such amounts were recorded in
2005.
At December 31, 2007 and 2006, the Company had deferred revenue of approximately $243,000 and
$392,000, 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.
Research and Development Expenses
The Company charges all research and development expenses to operations as incurred.
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.
The Company adopted FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes
(FIN 48), on January 1, 2007, as described in Note 5. FIN 48 prescribes a recognition threshold
and measurement attribute for the financial statement recognition and measurement of a tax position
taken or expected to be taken. The adoption of FIN 48 did not have a material effect on the
Companys financial position or results of operations.
Concentration of Credit Risk and Off-Balance Sheet Risk
The Company has no significant off-balance-sheet risk such as foreign exchange contracts,
option contracts, or other foreign hedging arrangements. Financial instruments that potentially
subject the Company to concentrations of credit risk are principally cash and cash equivalents,
short-term investments and accounts receivable. The Company places its cash and cash equivalents
and short-term investments in highly rated institutions. Concentration of credit risk with respect
to accounts receivable is limited to certain customers to whom the Company makes substantial sales.
To reduce risk, 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. The Company does not require collateral.
29
PSYCHEMEDICS CORPORATION
NOTES TO FINANCIAL STATEMENTS
2. Summary of Significant Accounting Policies (Continued)
Our short-term investments consist of high-grade (AAA rated) Taxable Auction Rate Preferred, 7
and 28 day Dutch auction securities and government obligations. The Dutch auction process rests
the applicable interest rates at prescribed calendar intervals and is intended to provide liquidity
to the holders of auction rate securities by matching buyers and sellers in a market context,
enabling the holders to gain immediate liquidity by selling such securities at par, or rolling over
their investment. If there is an imbalance between buyers and sellers, there is a risk of a failed
auction. Due to recent credit issues experienced by short-term funding markets, some of these
securities have failed at auction subsequent to December 31, 2007. An auction failure is not a
default, and in some cases it could reset the applicable interest rates to a higher rate as
outlined by the security. We do not currently intend to liquidate these investments at below par
value or prior to a reset date. However, if the global credit market continues to deteriorate, we
could determine that some of our investments are impaired. We will assess the fair value of these
securities at the end of each quarter to determine if an impairment charge may be required. 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 related to these securities
will materially affect our ability to operate our business.
Comprehensive Income (Loss)
SFAS No. 130, Reporting Comprehensive Income, requires disclosure of all components of
comprehensive income (loss) on an annual and interim basis. Comprehensive income (loss) is defined
as the change in equity of a business enterprise during a period from transactions and other events
and circumstances from non-owner sources. The Companys comprehensive income is the same as its
reported net income for the years ended December 31, 2007, 2006 and 2005.
Stock-Based Compensation
The Company adopted SFAS No. 123 (revised 2004), Share-Based Payment, (SFAS 123R) effective
January 1, 2006. SFAS 123R requires the recognition of the fair value of stock-based compensation
as a charge against earnings. The Company recognizes stock-based compensation expense over the
requisite service period of the individual grantees, which generally equals the vesting period.
Based on the provisions of SFAS 123R, the Companys stock-based compensation is accounted for as
equity instruments. Prior to January 1, 2006, the Company followed Accounting Principles Board
(APB) Opinion 25, Accounting for Stock Issued to Employees, and related interpretations in
accounting for stock-based compensation. The Company elected the modified prospective transition
method for adopting SFAS 123R. Under this method, the provisions of SFAS 123R apply to all awards
granted or modified after the date of adoption, as well as to the future vesting of awards granted
and not vested as of the date of adoption. Prior period amounts have not been restated.
Under the provisions of SFAS 123R, the Company recorded $238,427 and $93,962 of stock-based
compensation in the accompanying statements of income for the years ended December 31, 2007 and
2006, respectively.
SFAS 123R requires the measurement of compensation cost at fair value on the date of grant and
recognition of compensation expense over the service period for awards expected to vest. The
Company has computed the value of options using the Black-Scholes option pricing model.
30
PSYCHEMEDICS CORPORATION
NOTES TO FINANCIAL STATEMENTS
2. Summary of Significant Accounting Policies (Continued)
The following table details the effect on net income for the year ended December 31, 2005 had
share-based compensation expense been recorded as provided under SFAS 123:
|
|
|
|
|
|
|
2005 |
|
Net income, as reported |
|
$ |
4,048,513 |
|
|
|
|
|
|
Less: Total stock-based compensation cost determined under the
fair value based method for all employee awards |
|
|
(947,997 |
) |
|
|
|
|
|
|
|
|
|
Pro forma net income |
|
$ |
3,100,516 |
|
|
|
|
|
|
|
|
|
|
Net income per share: |
|
|
|
|
Basic, as reported |
|
$ |
0.79 |
|
|
|
|
|
Diluted, as reported |
|
$ |
0.78 |
|
|
|
|
|
|
|
|
|
|
Basic, pro forma |
|
$ |
0.60 |
|
|
|
|
|
Diluted, pro forma |
|
$ |
0.60 |
|
|
|
|
|
The assumptions used and the weighted average information are as follows:
|
|
|
|
|
|
|
2005 |
Risk-free interest rates range |
|
|
3.8 |
% |
Expected dividend yield range |
|
|
2.3 |
% |
Expected lives |
|
5 years |
Expected volatility range |
|
|
30.09 |
% |
The weighted average grant date fair value of options granted in 2005 was $3.76 per share.
All options were granted with an exercise price equal to the market price of the Companys common
stock at the date of grant.
See Note 7 for additional information relating to the Companys stock plans and the adoption
of SFAS No. 123R.
Basic and Diluted Net Income per Share
Basic net income per share is computed by dividing net income available to common shareholders
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 shares and
dilutive common stock equivalents outstanding during the period. The number of dilutive common
stock equivalents 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 the unvested portion of stock unit awards (SUAs).
31
PSYCHEMEDICS CORPORATION
NOTES TO FINANCIAL STATEMENTS
2. Summary of Significant Accounting Policies (Continued)
Basic and diluted weighted average common shares outstanding are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2007 |
|
2006 |
|
2005 |
Weighted average common shares outstanding |
|
|
5,205,032 |
|
|
|
5,170,258 |
|
|
|
5,156,686 |
|
Dilutive common equivalent shares |
|
|
96,588 |
|
|
|
69,897 |
|
|
|
10,529 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average common shares
outstanding, assuming dilution |
|
|
5,301,620 |
|
|
|
5,240,155 |
|
|
|
5,167,215 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the years ending December 31, 2007, 2006, and 2005, options to purchase 140,647, 183,419,
and 494,508 common shares, respectively, were outstanding but not included in the dilutive common
equivalent share calculation as their effect would have been antidilutive.
Financial Instruments
Financial instruments principally consist of cash equivalents, accounts receivable and
accounts payable. The estimated fair values of these financial instruments approximate their
carrying values due to their short-term nature.
Segment Reporting
The Company manages its operations as one segment, drug testing services. As a result, the
financial information disclosed herein materially represents all of the financial information
related to the Companys principal operating segment. Substantially all of the Companys revenues
are generated in the United States. All of the Companys assets are located in the United States.
Recent Accounting Pronouncements
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 is effective for financial statements issued for fiscal years beginning
after November 15, 2007 and is required to be adopted by the Company in fiscal 2008. In February
2008, the FASB issued Staff Position No. FAS 157-2 (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 until fiscal years beginning after November 15, 2008. The Company is
currently evaluating the effect that the adoption of SFAS 157 and FSP 157-2 will have on its
results of operations and financial condition but does not expect it to have a material impact.
In February 2007, the FASB issued SFAS No. 159, The Fair Value Option for Financial Assets and
Financial Liabilities (SFAS 159) including an amendment of FASB Statement No. 115. SFAS 159
permits companies to choose to measure certain financial instruments and certain other items at
fair value. The standard requires that unrealized gains and losses on items for which the fair
value option has been elected be reported in earnings. SFAS 159 is effective for the Company
beginning in the first quarter of 2008, although earlier adoption is permitted. The Company is
currently assessing the impact of SFAS 159 but does not presently anticipate it will have a
material impact on the Companys results of operations and financial condition.
32
PSYCHEMEDICS CORPORATION
NOTES TO FINANCIAL STATEMENTS
2. Summary of Significant Accounting Policies (Continued)
In December 2007, the FASB issued SFAS No. 141 (revised), Business Combinations (SFAS
141(R)). The statement retains the fundamental requirements of SFAS No. 141, but requires the
recognition of all assets acquired and liabilities assumed in a business combination at their fair
values as of the acquisition date. It also requires the recognition of assets acquired and
liabilities assumed arising from contractual contingencies at their acquisition date fair values.
Additionally, SFAS No. 141(R) supersedes FASB Interpretation No. 4, Applicability of FASB Statement
No. 2 to Business Combinations Accounted for by the Purchase Method, which required research and
development assets acquired in a business combination that have no alternative future use to be
measured at their fair values and expensed at the acquisition date. SFAS No. 141(R) now requires
that purchased research and development be recognized as an intangible asset. The Company is
required to adopt SFAS No. 141(R) prospectively for any acquisition on or after January 1, 2009 and
is currently evaluating the impact this new standard will have on the Companys future results of
operations and financial condition.
In December 2007, the FASB issued SFAS No. 160, Non-Controlling Interests in Consolidated
Financial Statements an amendment of Accounting Research Bulletin No. 51 (SFAS 160) which
establishes accounting and reporting standards for ownership interests in subsidiaries held by
parties other than the parent, the amount of consolidated net income attributable to the parent and
the non-controlling interest, changes in a parents ownership interest and the valuation of
retained non-controlling equity investments when a subsidiary is deconsolidated. The Statement
also establishes reporting requirements that provide sufficient disclosures that clearly identify
and distinguish between the interest of the parent and the interests of the non-controlling owners.
SFAS 160 is effective for fiscal years beginning after December 15, 2008. The Company is
currently assessing the impact of SFAS 160 will have on the Companys future results of operations
and financial condition.
3. Accounts Receivable
The Company maintains an allowance for uncollectible accounts receivable based on managements
assessment of the collectability of its customer accounts by reviewing customer payment patterns
and other relevant factors. The Company reviews the adequacy of the allowance for uncollectible
accounts on a quarterly basis and adjusts the balance as determined necessary.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2007 |
|
|
2006 |
|
|
2005 |
|
Balance, beginning of period |
|
$ |
333,281 |
|
|
$ |
461,282 |
|
|
$ |
483,230 |
|
Provision for doubtful accounts |
|
|
(50,000 |
) |
|
|
(70,000 |
) |
|
|
|
|
Write-offs |
|
|
(47,944 |
) |
|
|
(58,001 |
) |
|
|
(21,948 |
) |
|
|
|
|
|
|
|
|
|
|
Balance, end of period |
|
$ |
235,337 |
|
|
$ |
333,281 |
|
|
$ |
461,282 |
|
|
|
|
|
|
|
|
|
|
|
4. Accrued Expenses
Accrued expenses consist of the following:
|
|
|
|
|
|
|
|
|
|
|
December 31, |
|
|
|
2007 |
|
|
2006 |
|
Accrued payroll and employee benefits |
|
$ |
578,075 |
|
|
$ |
740,544 |
|
Accrued income taxes |
|
|
16,925 |
|
|
|
|
|
Other accrued expenses |
|
|
356,242 |
|
|
|
125,031 |
|
|
|
|
|
|
|
|
|
|
$ |
951,242 |
|
|
$ |
865,575 |
|
|
|
|
|
|
|
|
33
PSYCHEMEDICS CORPORATION
NOTES TO FINANCIAL STATEMENTS
5. Income Taxes
The income tax provision consists of the following:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2007 |
|
|
2006 |
|
|
2005 |
|
Current - |
|
|
|
|
|
|
|
|
|
|
|
|
Federal |
|
$ |
2,418,988 |
|
|
$ |
2,402,763 |
|
|
$ |
2,208,356 |
|
State |
|
|
717,789 |
|
|
|
371,683 |
|
|
|
286,318 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,136,777 |
|
|
|
2,774,446 |
|
|
|
2,494,674 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deferred - |
|
|
|
|
|
|
|
|
|
|
|
|
Federal |
|
|
(55,514 |
) |
|
|
156,395 |
|
|
|
(83,808 |
) |
State |
|
|
(9,263 |
) |
|
|
24,159 |
|
|
|
(10,866 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
(64,777 |
) |
|
|
180,554 |
|
|
|
(94,674 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
3,072,000 |
|
|
$ |
2,955,000 |
|
|
$ |
2,400,000 |
|
|
|
|
|
|
|
|
|
|
|
A reconciliation of the effective rate with the federal statutory rate is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2007 |
|
2006 |
|
2005 |
Federal statutory rate |
|
|
34.0 |
% |
|
|
34.0 |
% |
|
|
34.0 |
% |
State income taxes, net of federal benefit |
|
|
6.4 |
|
|
|
3.3 |
|
|
|
2.8 |
|
Permanent differences |
|
|
0.3 |
|
|
|
0.3 |
|
|
|
0.4 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Effective tax rate |
|
|
40.7 |
% |
|
|
37.6 |
% |
|
|
37.2 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
The components of the net deferred tax assets included in the accompanying balance sheets are
as follows at December 31:
|
|
|
|
|
|
|
|
|
|
|
2007 |
|
|
2006 |
|
Deferred tax assets: |
|
|
|
|
|
|
|
|
Deferred revenue |
|
$ |
96,406 |
|
|
$ |
146,341 |
|
Stock-based compensation |
|
|
121,075 |
|
|
|
30,403 |
|
Allowance for doubtful accounts |
|
|
93,384 |
|
|
|
124,292 |
|
Excess of book over tax depreciation and amortization |
|
|
231,346 |
|
|
|
183,555 |
|
Accrued expenses |
|
|
124,524 |
|
|
|
106,922 |
|
Other |
|
|
32,628 |
|
|
|
39,631 |
|
|
|
|
|
|
|
|
|
|
|
699,363 |
|
|
|
631,144 |
|
|
|
|
|
|
|
|
|
|
Deferred tax liabilities: |
|
|
|
|
|
|
|
|
Prepaid expenses |
|
|
38,545 |
|
|
|
35,103 |
|
|
|
|
|
|
|
|
|
|
$ |
660,818 |
|
|
$ |
596,041 |
|
|
|
|
|
|
|
|
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. The
Company considers many factors when evaluating and estimating the Companys tax positions and tax
benefits, which may require periodic adjustments and which may not accurately forecast actual
outcomes.
34
PSYCHEMEDICS CORPORATION
NOTES TO FINANCIAL STATEMENTS
5. Income Taxes (Continued)
The Company adopted the provisions of FIN 48, effective January 1, 2007, without material
effect in the financial statements. The Companys evaluation was performed for the tax years ended
December 31, 2003, 2004, 2005 and 2006, the tax years which remained subject to examination by
major tax jurisdictions as of January 1, 2007.
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 December 31, 2007 and 2006. The Company does not
expect the unrecognized tax benefits to change significantly over the next twelve months.
6. Preferred Stock
The Board of Directors has the authority to designate authorized preferred shares in one or
more series and to fix the relative rights and preferences without vote or action by the
stockholders. The Board of Directors has no present plans to designate or issue any shares of
preferred stock.
7. Stock-Based Awards
On March 22, 2006 the Company adopted a new stock-based plan (the 2006 Equity Incentive
Plan) for officers, directors, employees and consultants, which was approved by the Companys
shareholders at the 2006 Annual Shareholders meeting. The 2006 Equity Incentive Plan provides for
grants of options with terms of up to ten years, grants of restricted stock, issuances of stock
bonuses or grants other stock-based awards, covering up to 250,000 shares of common stock. As of
December 31, 2007, 191,300 shares remained available for grant under the 2006 Equity Incentive
Plan.
The Company granted 26,700 SUAs to certain members of management and its directors on May 11,
2006. The fair value of the SUAs was $16.70 per share, which was the closing price of the Companys
stock on May 11, 2006. The SUAs vest over a period of two to four years and are convertible into
an equivalent number of shares of the Companys common stock provided that the awardee remains
continuously employed throughout the vesting periods. Of these 26,700 units, 2,000 were cancelled
upon employee termination, 1,950 units vested and were issued on April 30, 2007 and 5,200 units
vested and were issued, net of tax withholdings, on May 11, 2007.
On May 10, 2007 the Company granted 34,000 SUAs to certain members of management and its
directors. The fair value of the SUAs was $18.41 per share, which was the closing price of the
Companys stock on May 10, 2007. The SUAs vest over a period of two to four years and are
convertible into an equivalent number of shares of the Companys common stock provided that the
awardee remains continuously employed throughout the vesting periods.
The Company also has stock option plans that have expired or have been terminated, but shares
can be issued upon exercise of outstanding options that were granted prior to such expiration or
termination. No additional grants of options or other stock-based awards may be made under such
expired or terminated plans. Activity for these plans is included in this footnote. Options
granted under the plans consisted of both non-qualified and incentive stock options and were
granted in each case at a price that was not less than the fair market value of the common stock at
the date of grant. These options generally have lives of ten years and vest either immediately or
over periods up to four years.
35
PSYCHEMEDICS CORPORATION
NOTES TO FINANCIAL STATEMENTS
7. Stock-Based Awards (Continued)
A summary of stock option activity for the Companys expired stock option plans is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted |
|
|
Weighted |
|
|
|
|
|
|
|
|
|
|
Average |
|
|
Average |
|
|
Aggregate |
|
|
|
Number |
|
|
Exercise Price |
|
|
Remaining |
|
|
Intrinsic Value |
|
|
|
of Shares |
|
|
Per Share |
|
|
Contractual Life |
|
|
(1) |
|
Outstanding, December 31, 2004 |
|
|
403,420 |
|
|
|
17.23 |
|
|
|
|
|
|
|
|
|
Granted |
|
|
241,850 |
|
|
|
14.40 |
|
|
|
|
|
|
|
|
|
Exercised |
|
|
(44,548 |
) |
|
|
11.02 |
|
|
|
|
|
|
|
|
|
Terminated |
|
|
(43,776 |
) |
|
|
22.47 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding, December 31, 2005 |
|
|
556,946 |
|
|
|
16.09 |
|
|
|
|
|
|
|
|
|
Granted |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercised |
|
|
(5,150 |
) |
|
|
11.67 |
|
|
|
|
|
|
|
|
|
Terminated |
|
|
(23,938 |
) |
|
|
23.47 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding, December 31, 2006 |
|
|
527,858 |
|
|
$ |
15.79 |
|
|
|
|
|
|
|
|
|
Granted |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercised |
|
|
(50,479 |
) |
|
|
13.79 |
|
|
|
|
|
|
|
|
|
Terminated |
|
|
(27,345 |
) |
|
|
20.65 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding, December 31, 2007 |
|
|
450,034 |
|
|
$ |
15.63 |
|
|
5.0 years |
|
$ |
737,274 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercisable, December 31, 2007 |
|
|
450,034 |
|
|
$ |
15.63 |
|
|
5.0 years |
|
$ |
737,274 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Available for grant, December 31, 2007 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
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 December 31, 2007 ($16.05) exceeded the
exercise price of the underlying options, multiplied by the number of shares subject to each
option. |
The total intrinsic value of stock options exercised, calculated based on the amount by which
the market value of the Companys stock at the time of exercise exceeded the exercise price, was
$212,071, $86,520 and $114,213 for the years 2007, 2006 and 2005, respectively.
A summary of activity for SUAs under the Companys 2006 Equity Incentive Plan is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Aggregate |
|
|
|
Number |
|
|
Intrinsic Value |
|
|
|
of Shares |
|
|
(2) |
|
Outstanding, December 31, 2005 |
|
|
|
|
|
|
|
|
Granted |
|
|
26,700 |
|
|
|
|
|
Vested |
|
|
|
|
|
|
|
|
Terminated |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding, December 31, 2006 |
|
|
26,700 |
|
|
|
|
|
Granted |
|
|
34,000 |
|
|
|
|
|
Converted to common stock |
|
|
(7,150 |
) |
|
|
|
|
Terminated |
|
|
(2,000 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding, December 31, 2007 |
|
|
51,550 |
|
|
$ |
827,378 |
|
|
|
|
|
|
|
|
Available for grant, December 31, 2007 |
|
|
191,300 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(2) |
|
The aggregate intrinsic value on this table was calculated based on the closing market value
of the Companys stock on December 31, 2007 ($16.05). |
36
PSYCHEMEDICS CORPORATION
NOTES TO FINANCIAL STATEMENTS
7. Stock-Based Awards (Continued)
As of December 31, 2007, a total of 692,884 shares of common stock were reserved for issuance
under the various stock option and stock-based plans. As of December 31, 2007, the unamortized
fair value of awards relating to SUAs was $725,350.
The following table summarizes information about stock options outstanding at December 31,
2007:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Options Outstanding |
|
|
Options Exercisable |
|
|
|
|
|
|
|
Weighted Average |
|
|
Weighted |
|
|
|
|
|
|
Weighted |
|
|
|
Number |
|
|
Remaining |
|
|
Average |
|
|
Number |
|
|
Average |
|
Exercise Price |
|
of |
|
|
Contractual Life |
|
|
Exercise Price |
|
|
of |
|
|
Exercise Price |
|
Range |
|
Shares |
|
|
(in years) |
|
|
Per Share |
|
|
Shares |
|
|
Per Share |
|
$ 8.18 - 11.85 |
|
|
48,288 |
|
|
|
|
|
|
|
6.06 |
|
|
$ |
|
|
|
|
10.80 |
|
|
|
48,288 |
|
|
$ |
|
|
|
|
10.80 |
|
13.60 - 20.24 |
|
|
386,296 |
|
|
|
|
|
|
|
5.00 |
|
|
|
|
|
|
|
16.02 |
|
|
|
386,296 |
|
|
|
|
|
|
|
16.02 |
|
20.52 - 22.36 |
|
|
15,450 |
|
|
|
|
|
|
|
1.54 |
|
|
|
|
|
|
|
21.13 |
|
|
|
15,450 |
|
|
|
|
|
|
|
21.13 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
450,034 |
|
|
|
|
|
|
|
4.99 |
|
|
$ |
|
|
|
|
15.63 |
|
|
|
450,034 |
|
|
$ |
|
|
|
|
15.63 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8. Employee Benefit Plan
The Psychemedics Corporation 401(k) Savings and Retirement Plan (the 401(k) Plan) is a
qualified defined contribution plan in accordance with Section 401(k) of the Internal Revenue Code.
All employees over the age of 21 who have completed one year of service are eligible to make
pre-tax contributions up to a specified percentage of their compensation. Under the 401(k) Plan,
the Company may, but is not obligated to, match a portion of the employees contributions up to a
defined maximum. Matching contributions of $118,141, $118,101 and $98,289 were made in the years
ended December 31, 2007, 2006 and 2005, respectively.
9. Royalty Agreements
The Company has a royalty-free license from its founder, which was received in a fair market
value exchange in connection with the formation of the Company, for the proprietary rights to
certain patented hair analysis technology used by the Company in its drug testing services. The
Company has two agreements to sublicense its technology, which have not generated significant
royalties to date.
10. Commitments and Contingencies
Commitments
The Company leases certain of its facilities and equipment under operating lease agreements
expiring on various dates through December 2012. Total minimum lease payments, including scheduled
increases, are charged to operations on the straight-line basis over the life of the respective
lease. Rent expense was approximately $501,000, $506,000 and $467,000 in 2007, 2006 and 2005,
respectively.
37
PSYCHEMEDICS CORPORATION
NOTES TO FINANCIAL STATEMENTS
10. Commitments and Contingencies (Continued)
At December 31, 2007, minimum commitments remaining under lease agreements were approximately
as follows:
|
|
|
|
|
|
|
Amount |
|
Years Ending December 31: |
|
|
|
2008 |
|
$ |
516,000 |
|
2009 |
|
|
532,000 |
|
2010 |
|
|
455,000 |
|
2011 |
|
|
314,000 |
|
2012 |
|
|
289,000 |
|
|
|
|
|
|
|
$ |
2,106,000 |
|
|
|
|
|
Purchase Commitment
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 $587,964 in 2007, $543,832
in 2006 and $494,302 in 2005. The Company expects to purchase approximately $606,000 in 2008. In
exchange for exclusivity, 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 both 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.
Contingencies
The Company is subject to legal proceedings and claims, which arise in the ordinary course of
its business. The Company believes that although there can be no assurance as to the disposition
of these proceedings, 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.
38
11. Selected Quarterly Financial Data (Unaudited)
The following are selected quarterly financial data for the years ended December 31, 2007 and
2006:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Quarter Ended |
|
|
March 31, |
|
June 30, |
|
September 30, |
|
December 31, |
|
|
2007 |
|
2007 |
|
2007 |
|
2007 |
Revenues |
|
$ |
5,716,606 |
|
|
$ |
6,497,290 |
|
|
$ |
6,463,516 |
|
|
$ |
5,891,412 |
|
Gross profit |
|
|
3,262,125 |
|
|
|
4,109,577 |
|
|
|
3,910,158 |
|
|
|
3,394,738 |
|
Income from operations |
|
|
1,630,105 |
|
|
|
2,112,989 |
|
|
|
1,914,529 |
|
|
|
1,481,417 |
|
Net income |
|
|
1,034,909 |
|
|
|
1,332,352 |
|
|
|
1,209,609 |
|
|
|
906,817 |
|
Basic net income per share |
|
|
0.20 |
|
|
|
0.26 |
|
|
|
0.23 |
|
|
|
0.17 |
|
Diluted net income per share |
|
|
0.20 |
|
|
|
0.25 |
|
|
|
0.23 |
|
|
|
0.17 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Quarter Ended |
|
|
March 31, |
|
June 30, |
|
September 30, |
|
December 31, |
|
|
2006 |
|
2006 |
|
2006 |
|
2006(1) |
Revenues |
|
$ |
5,066,730 |
|
|
$ |
6,181,386 |
|
|
$ |
6,379,962 |
|
|
$ |
5,797,012 |
|
Gross profit |
|
|
2,950,581 |
|
|
|
3,849,985 |
|
|
|
3,855,736 |
|
|
|
3,399,531 |
|
Income from operations |
|
|
1,408,455 |
|
|
|
2,165,627 |
|
|
|
2,188,181 |
|
|
|
1,800,902 |
|
Net income |
|
|
922,165 |
|
|
|
1,401,120 |
|
|
|
1,402,953 |
|
|
|
1,175,963 |
|
Basic net income per share |
|
|
0.18 |
|
|
|
0.27 |
|
|
|
0.27 |
|
|
|
0.23 |
|
Diluted net income per share |
|
|
0.18 |
|
|
|
0.27 |
|
|
|
0.27 |
|
|
|
0.22 |
|
|
|
|
(1) |
|
In the fourth quarter of 2006, the Company recorded $244,000 of revenue related to test kits
that were previously sold for which the Companys obligations to provide service were deemed
remote. During 2007, such revenue was recorded on a quarterly basis, which amounted to $189,628
for the full year 2007. |
39
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE
None.
ITEM 9A. CONTROLS AND PROCEDURES
Disclosure Controls and Procedures
The Company maintains disclosure controls and procedures (as defined in Exchange Act Rules
13a-15(e) and 15d-15(e)) that are designed to ensure that information required to be disclosed in
reports filed with the SEC are recorded, processed, summarized and reported within the time period
specified by the SECs rules and forms and that such information is accumulated and communicated to
our management, including to our Chief Executive Office and Principal Financial Officer, as
appropriate, to allow for timely decisions regarding required disclosure.
As required by Rule 13a-15 under the Exchange Act, the Companys management, with the
participation of the Companys Chief Executive Officer and its Principal Financial Officer, has
evaluated the effectiveness of our disclosure controls and procedures as of December 31, 2007.
Based on this evaluation, our Chief Executive Officer and Principal Financial Officer have
concluded that the Companys disclosure controls and procedures are effective for ensuring that
information required to be disclosed by the Company in the reports that it files or submits under
the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time
periods specified in the SECs rules and forms.
Changes in Internal Control Over Financial Reporting
There were no changes in the Companys internal control over financial reporting that occurred
during the Companys last fiscal quarter that have materially affected, or are reasonably likely to
materially affect, the Companys internal control over financial reporting.
Managements Report on Internal Control Over Financial Reporting
The Companys management is responsible for establishing and maintaining adequate internal
control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange
Act). Under the supervision and with the participation of management, including our Chief
Executive Office and Principal Financial Officer, the Company conducted an evaluation of the
effectiveness of our internal control over financial reporting based on the framework in Internal
Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway
Commission. Based on the Companys evaluation under the framework in Internal Control-Integrated
Framework, the Companys management concluded that our internal control over financial reporting
was effective as of December 31, 2007.
This annual report does not include an attestation report of our independent registered public
accounting firm regarding internal control over financial reporting. Managements report was not
subject to attestation by our registered public accounting firm pursuant to temporary rules of the
Securities and Exchange Commission that permit us to provide only managements report in this
annual report.
Inherent Limitations on Effectiveness of Controls
The Companys management, including its Chief Executive Office and Principal Financial
Officer, does not expect that the Companys disclosure controls and procedures or the Companys
internal controls will prevent all error and all fraud. A control system, no matter how well
conceived and operated, can provide only reasonable, not absolute, assurance that the objectives
for the control system are met. Further, the design of a control system must reflect the fact that
there are resource constraints, and the benefits of controls must be considered relative to their
costs. Because of the inherent limitations in all control systems, no evaluation of controls can
provide absolute assurance that all control issues, misstatements, errors and instances of fraud,
if any, within our company have been or will be prevented or detected. Further, internal controls
may become inadequate as a result of changes in conditions, or through the deteriorations of the
degree of compliance with policies or procedures.
40
ITEM 9B. OTHER INFORMATION
None.
41
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Following is a list that sets forth as of March 18, 2008 the names, ages and positions within
the Company of all of the Executive Officers of the Company and the Directors of the Company. Each
such director has been nominated for reelection at the Companys 2008 Annual Meeting, to be held on
May 15, 2008 at 3:00 P.M. at the Seaport Hotel, 200 Seaport Boulevard, Boston, Massachusetts.
|
|
|
|
|
|
|
NAME |
|
AGE |
|
POSITION |
Raymond C. Kubacki, Jr.
|
|
|
63 |
|
|
Chairman of the Board, Chief Executive Officer, President,Director |
|
|
|
|
|
|
|
Jennifer Chmieleski
|
|
|
35 |
|
|
Vice President, Controller |
|
|
|
|
|
|
|
William Thistle, Esq.
|
|
|
58 |
|
|
Senior Vice President, General Counsel |
|
|
|
|
|
|
|
Michael I. Schaffer, Ph.D.
|
|
|
63 |
|
|
Vice President, Laboratory Operations |
|
|
|
|
|
|
|
Harry Connick
|
|
|
82 |
|
|
Director, Audit Committee member, Compensation Committee member, Nominating Committee member |
|
|
|
|
|
|
|
Walter S. Tomenson, Jr.
|
|
|
61 |
|
|
Director, Audit Committee member, Compensation Committee
member, Nominating Committee member |
|
|
|
|
|
|
|
Fred J. Weinert
|
|
|
60 |
|
|
Director, Audit Committee member, Compensation Committee
member, Nominating Committee member |
All Directors hold office until the next annual meeting of stockholders or until their
successors are elected. Officers serve at the discretion of the Board of Directors.
Mr. Kubacki has been the Companys President and Chief Executive Officer and has served as a
director of the Company since 1991. On November 30, 2003 he was elected Chairman of the Board. He
is a Director of Protection One, Inc. He is also a trustee of the Center for Excellence in
Education based in Washington, DC.
Ms. Chmieleski joined the Company as Vice President and Controller in October 2007. Prior to
joining the Company, she served as Controller and Assistant Controller of Edgewater Technology,
Inc. from 1999 to 2007.
Mr. Thistle joined the Company in 1995 as Vice President and General Counsel and was made a
Senior Vice President in September of 2001. Prior to joining the Company, he served as Associate
General Counsel for MGM Grand in Las Vegas from 1993 to 1995. Mr. Thistle is a board member of the
Drug and Alcohol Testing Industry Association (DATIA).
Dr. Schaffer joined the Company in 1999 as Vice President of Laboratory Operations. Prior to
joining the Company, he served as Director of Toxicology, Technical Manager and Responsible Person
for the Leesburg, Florida laboratory of SmithKline Beecham Clinical Laboratories, from 1990 to
1999. Dr. Schaffer has been an inspector for the Substance Abuse and Mental Health Services
Administrations National Laboratory Certification Program since 1989. Dr. Schaffer was also a
member of the Board of Directors of the American Board of Forensic Toxicologists from 1990 to 1999.
Mr. Connick was District Attorney for Orleans Parish (New Orleans, LA) from 1974 to 2003,
having been elected five times. Mr. Connick has also been a national leader in the war on drugs.
His national leadership was prominent in advocating drug testing to help high school students
remain drug-free and establishing model programs in a number of schools. In December 2002, Mr.
Connick received from Drug Czar John P. Walters the Directors Award for Distinguished Service in recognition of exemplary accomplishment and
distinguished service in the fight against illegal drugs. Mr. Connick has been a director of the
Company since 2003.
42
Mr. Tomenson is a Senior Advisor to Integro Ltd. Mr. Tomenson was Managing Director and
Chairman of Client Development of Marsh, Inc. from 1998 until December 31, 2004. From 1993 to
1998, he was chairman of FINPRO, the financial services division of Marsh, Inc. Mr. Tomenson is a
Director of the Trinity College School Fund, Inc. He also serves on the Executive Council of the
Inner-City Scholarship Fund. Mr. Tomenson has been a director of the Company since 1999.
Mr. Weinert is an entrepreneur whose current business activities are concentrated in real
estate development, theatre and film development. He is the Chief Executive Officer and Chairman
of Bella Media Inc. He also serves as the Chief Executive Officer of Bella Cinema LLC, Barrington
Services Group, Inc., and San Telmo, Inc. He has served on the Business Advisory Council for the
University of Dayton for over 20 years. Mr. Weinert has been a director of the Company since 1991.
The information required by Item 405 of Regulation S-K will be set forth in the Proxy
Statement of the Company relating to the 2008 Annual Meeting of Stockholders to be held on May 15,
2008 and is incorporated herein by reference.
The Company has a code of ethics that applies to all employees and non-employee directors.
This code satisfies the requirements set forth in Item 406 of Regulation S-K and applies to all
relevant persons set forth therein. The Company will mail to interested parties a copy of the Code
of Ethics upon written request and without charge. Such request shall be made to our General
Counsel, 125 Nagog Park, Acton, Massachusetts 01720.
ITEM 11. EXECUTIVE COMPENSATION
The information required by this item will be set forth in the Proxy Statement of the Company
relating to the 2008 Annual Meeting of Stockholders to be held on May 15, 2008 and is incorporated
herein by reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
STOCKHOLDER MATTERS
The information required by this item will be set forth in the Proxy Statement of the Company
relating to the 2008 Annual Meeting of Stockholders to be held on May 15, 2008 and is incorporated
herein by reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE
The information required by this item will be set forth in the Proxy Statement of the Company
relating to the 2008 Annual Meeting of Stockholders to be held on May 15, 2008 and is incorporated
herein by reference.
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
The information required by this item will be set forth in the Proxy Statement of the Company
relating to the 2008 Annual Meeting of Stockholders to be held on May 15, 2008 and is incorporated
herein by reference.
43
PART IV
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
(a) |
1. |
Financial Statements required by Item 15 are included and indexed in Part II, Item 8 |
|
(a) |
2. |
Financial Statement Schedules included in Part IV of this report. Schedule II is omitted because information is
included in Notes to Financial Statements. All other schedules under the accounting regulations of the SEC are
not required under the related instructions and are inapplicable and, thus have been omitted. |
|
(a) |
3. |
See Exhibit Index included elsewhere in this Report. |
44
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.
|
|
|
|
|
|
PSYCHEMEDICS CORPORATION
|
|
|
By: |
/s/ Raymond C. Kubacki, Jr.
|
|
|
|
Raymond C. Kubacki, Jr. |
|
|
|
Chairman, President and Chief Executive Officer |
|
|
Date: March 24, 2008
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.
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below appoints jointly
and severally, Raymond C. Kubacki, Jr. and Jennifer Chmieleski and each one of them, his
attorneys-in-fact, each with the power of substitution for him in any and all capacities, to sign
any and all amendments to this Annual Report on Form 10-K and to file the same, with exhibits
thereto and other documents in connection therewith, with the SEC, hereby ratifying and confirming
all that each attorneys-in-fact, or his substitute or substitutes, may do or cause to be done by
virtue hereof.
|
|
|
/s/ Raymond C. Kubacki, Jr.
|
|
March 24, 2008 |
|
|
|
Raymond C. Kubacki, Jr. |
|
|
Chairman, President and Chief Executive Officer, Director |
|
|
(Principal Executive Officer) |
|
|
|
|
|
/s/ Jennifer Chmieleski
|
|
March 24, 2008 |
|
|
|
Jennifer Chmieleski |
|
|
Vice President, Controller |
|
|
(Principal Financial and Accounting Officer) |
|
|
|
|
|
/s/ Harry Connick
|
|
March 24, 2008 |
|
|
|
Harry Connick |
|
|
Director |
|
|
|
|
|
/s/ Walter S. Tomenson, Jr.
|
|
March 24, 2008 |
|
|
|
Walter S. Tomenson, Jr. |
|
|
Director |
|
|
|
|
|
/s/ Fred J. Weinert
|
|
March 24, 2008 |
|
|
|
Fred J. Weinert |
|
|
Director |
|
|
45
EXHIBIT INDEX
|
|
|
|
|
Exhibit Number |
|
Description |
|
3.1 |
|
|
Amended and Restated Certificate of Incorporation filed on
August 1, 2002 (Incorporated by reference from the
Registrants Quarterly Report on Form 10-Q for the Quarter
ended September 30, 2002). |
|
|
|
|
|
|
3.2 |
|
|
By-Laws of the Company (Incorporated by reference from
the Registrants Annual Report on Form 10-K for the fiscal
year ended December 31, 2001). |
|
|
|
|
|
|
4.1 |
|
|
Specimen Stock Certificate (Incorporated by reference
from the Registrants Registration Statement on Form 8-A
filed on July 31, 2002). |
|
|
|
|
|
|
10.1 |
|
|
License Agreement with Werner Baumgartner, Ph.D. and
Annette Baumgartner dated January 17, 1987 (Incorporated
by reference from the Registrants Registration Statement
on Form S-18, File No. 33-10186 LA). |
|
|
|
|
|
|
10.2* |
|
|
1989 Employee Stock Option Plan, as amended (Incorporated
by reference from the Registrants 1997 Annual Proxy
Statement). |
|
|
|
|
|
|
10.3* |
|
|
1989 Non-Qualified Stock Option Plan, as amended
(Incorporated by reference from the Registrants Annual
Report on Form 10-K for the fiscal year ended December 31,
1996. |
|
|
|
|
|
|
10.4* |
|
|
1991 Non-Qualified Stock Option Plan (Incorporated by
reference from the Registrants Annual Report on Form 10-K
for the fiscal year ended December 31, 1991). |
|
|
|
|
|
|
10.5 |
|
|
Lease dated October 6, 1992 with Mitchell H. Hersch, et. al
with respect to premises in Culver City, California -
(Incorporated by reference from the Registrants Annual
Report on Form 10-KSB for the fiscal year ended December
31, 1992). |
|
|
|
|
|
|
10.5.1 |
|
|
Security Agreement dated October 6, 1992 with Mitchell H.
Hersch et. al (Incorporated by reference from the
Registrants Annual Report on Form 10-KSB for the fiscal
year ended December 31, 1992). |
|
|
|
|
|
|
10.5.2 |
|
|
First Amendment to Lease dated with Mitchell H. Hersch,
et.al California (Incorporated by reference from the
Registrants Annual Report on Form 10-K for the fiscal year
ended December 31, 1997). |
|
|
|
|
|
|
10.5.3 |
|
|
Second Amendment to Lease dated with Mitchell H. Hersch,
et.al. California (Incorporated by reference from the
Registrants Annual Report on Form 10-K for the fiscal year
ended December 31, 1997). |
|
|
|
|
|
|
10.5.4 |
|
|
Third Amendment to Lease dated December 31, 1997 with
Mitchell H. Hersch, et.al. California (Incorporated by
reference from the Registrants Annual Report on Form 10-K
for the fiscal year ended December 31, 1997). |
|
|
|
|
|
|
10.5.5 |
|
|
Fourth Amendment to Lease dated May 24, 2005 with Mitchell
H. Hersch, et.al. California (Incorporated by reference
from the Registrants Annual Report on Form 10-K for the
fiscal year ended December 31, 2005). |
|
|
|
|
|
|
10.6* |
|
|
2000 Stock Option Plan, (Incorporated by reference from
the Registrants Quarterly Report on Form 10-Q for the
Quarter ended September 30, 2002). |
|
|
|
|
|
|
10.7* |
|
|
Change in Control Severance Agreement with Raymond C.
Kubacki, Jr. dated November 17, 2003 (Incorporated by
reference from the Registrants Annual Report on Form 10-K
for the fiscal year ended December 31, 2003). |
|
|
|
|
|
|
10.8* |
|
|
Change in Control Severance Agreement with William R.
Thistle dated March 28, 2005- (Incorporated by reference
from the Registrants Current Report on Form 8-K filed on
March 30, 2005). |
|
|
|
|
|
|
10.9* |
|
|
2006 Equity Incentive Plan (Incorporated by reference
from the Registrants Current Report on Form 8-K filed on
May 17, 2006). |
|
|
|
|
|
|
10.10* |
|
|
Form of Stock Unit Award used with employees and
consultants under the 2006 Equity Incentive Plan -
(Incorporated by reference from the Registrants Current
Report on Form 8-K filed on May 17, 2006). |
|
|
|
|
|
|
10.11* |
|
|
Form of Stock Unit Award used with non-employee directors
under the 2006 Equity Incentive Plan (Incorporated by
reference from the Registrants Current Report on Form 8-K
filed on May 17, 2006.). |
46
EXHIBIT INDEX
|
|
|
|
|
Exhibit Number |
|
Description |
|
23.1 |
|
|
Consent of BDO Seidman LLP, Independent Registered Public Accounting Firm |
|
|
|
|
|
|
31.1 |
|
|
Certification of Chief Executive Officer Pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002 |
|
|
|
|
|
|
31.2 |
|
|
Certification of Chief Financial 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 Chief Financial Officer Pursuant to 18 U.S.C. Section
1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of
2002 |
|
|
|
* |
|
management compensation plan or arrangement |
47