PSYCHEMEDICS CORP - Quarter Report: 2005 June (Form 10-Q)
Table of Contents
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q
(Mark One)
þ | QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For quarterly period ended June 30, 2005
o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For
the transition period from ________________ to ________________
Commission
file number 1-13738
PSYCHEMEDICS CORPORATION
(exact name of Issuer as specified in its charter)
Delaware | 58-1701987 | |
(State or other jurisdiction of | (I.R.S. Employer | |
incorporation of organization) | Identification No.) |
125 Nagog Park, Acton, MA | 01720 | |
(Address of principal executive offices) | (Zip Code) |
Issuers telephone number, including area code (978) 206-8220
Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15 (d) of the
Exchange Act during the past 12 months (or for such shorter period that the registrant
was required to file such reports), and (2) has been subject to such filing requirements
for the past 90 days.
Yes þ No o
Indicate by check mark whether the registrant is an accelerated filer.
YES o NO þ
Number of shares outstanding of only class of Issuers Common Stock as of
August 15, 2005: Common Stock $.005 par value (5,167,097 shares).
PSYCHEMEDICS CORPORATION
Page No. | ||||||||
Part I FINANCIAL INFORMATION |
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Item 1 Financial Statements (Unaudited) |
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3 | ||||||||
4 | ||||||||
5 | ||||||||
6 | ||||||||
7-10 | ||||||||
11-16 | ||||||||
16 | ||||||||
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17 | ||||||||
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18 | ||||||||
19 | ||||||||
EX-31.1 Section 302 Certification of CEO | ||||||||
EX-31.2 Section 302 Certification of CFO | ||||||||
EX-32.1 Section 906 Certification of CEO | ||||||||
EX-32.2 Section 906 Certification of CFO |
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PSYCHEMEDICS CORPORATION
CONDENSED BALANCE SHEETS
JUNE 30, | DECEMBER 31, | |||||||
2005 | 2004 | |||||||
(Unaudited) | ||||||||
ASSETS |
||||||||
CURRENT ASSETS: |
||||||||
Cash and cash equivalents |
$ | 2,433,196 | $ | 3,260,178 | ||||
Short-term investments |
2,000,000 | | ||||||
Accounts receivable, net of allowance for doubtful
accounts of $483,230 in 2005 and 2004 |
3,562,190 | 3,289,863 | ||||||
Prepaid expenses and other current assets |
597,351 | 246,372 | ||||||
Deferred tax assets |
529,752 | 529,752 | ||||||
Total current assets |
9,122,489 | 7,326,165 | ||||||
PROPERTY AND EQUIPMENT: |
||||||||
Equipment and leasehold improvements, at cost |
9,939,266 | 9,960,831 | ||||||
Less-accumulated depreciation and amortization |
(9,163,472 | ) | (9,099,472 | ) | ||||
775,794 | 861,359 | |||||||
DEFERRED TAX ASSETS |
166,583 | 166,583 | ||||||
OTHER ASSETS, NET |
43,624 | 79,529 | ||||||
$ | 10,108,490 | $ | 8,433,636 | |||||
LIABILITIES AND SHAREHOLDERS EQUITY |
||||||||
CURRENT LIABILITIES: |
||||||||
Accounts payable |
$ | 205,921 | $ | 554,214 | ||||
Accrued expenses |
1,296,559 | 1,157,740 | ||||||
Deferred revenue |
577,553 | 487,633 | ||||||
Total current liabilities |
2,080,033 | 2,199,587 | ||||||
SHAREHOLDERS EQUITY: |
||||||||
Preferred stock, $0.005 par value; 872,521
shares authorized; none issued or outstanding |
| | ||||||
Common stock; $0.005 par value; 50,000,000
shares authorized; 5,750,894 shares and 5,710,704 shares
issued in 2005 and 2004, respectively |
28,754 | 28,554 | ||||||
Paid-in capital |
25,446,781 | 24,978,039 | ||||||
Accumulated deficit |
(8,324,387 | ) | (9,649,853 | ) | ||||
Less Treasury stock, at cost; 583,797 shares |
(9,122,691 | ) | (9,122,691 | ) | ||||
Total shareholders equity |
8,028,457 | 6,234,049 | ||||||
$ | 10,108,490 | $ | 8,433,636 | |||||
See accompanying notes to financial statements and managements discussion and
analysis of financial condition and results of operations.
analysis of financial condition and results of operations.
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PSYCHEMEDICS CORPORATION
CONDENSED STATEMENTS OF INCOME
(UNAUDITED)
THREE MONTHS | ||||||||
ENDED JUNE 30, | ||||||||
2005 | 2004 | |||||||
REVENUE |
$ | 5,615,329 | $ | 5,347,049 | ||||
COST OF REVENUE |
2,224,449 | 2,252,240 | ||||||
Gross profit |
3,390,880 | 3,094,809 | ||||||
EXPENSES: |
||||||||
General and administrative |
755,974 | 869,055 | ||||||
Marketing and selling |
678,168 | 613,624 | ||||||
Research and development |
73,854 | 73,319 | ||||||
1,507,996 | 1,555,998 | |||||||
OPERATING INCOME |
1,882,884 | 1,538,811 | ||||||
INTEREST INCOME |
26,962 | 6,979 | ||||||
OTHER INCOME |
| 3,750 | ||||||
26,962 | 10,729 | |||||||
NET INCOME BEFORE INCOME TAXES |
1,909,846 | 1,549,540 | ||||||
PROVISION FOR INCOME TAXES |
709,000 | 585,500 | ||||||
NET INCOME |
$ | 1,200,846 | $ | 964,040 | ||||
BASIC NET INCOME PER SHARE |
$ | 0.23 | $ | 0.19 | ||||
DILUTED NET INCOME PER SHARE |
$ | 0.23 | $ | 0.19 | ||||
DIVIDENDS DECLARED PER SHARE |
$ | 0.08 | $ | 0.08 | ||||
WEIGHTED AVERAGE COMMON
SHARES OUTSTANDING, BASIC |
5,163,506 | 5,126,907 | ||||||
WEIGHTED AVERAGE COMMON
SHARES OUTSTANDING, DILUTED |
5,173,941 | 5,130,138 | ||||||
See accompanying notes to financial statements and managements discussion and
analysis of financial condition and results of operations.
analysis of financial condition and results of operations.
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PSYCHEMEDICS CORPORATION
CONDENSED STATEMENTS OF INCOME
(UNAUDITED)
SIX MONTHS | ||||||||
ENDED JUNE 30, | ||||||||
2005 | 2004 | |||||||
REVENUE |
$ | 10,953,079 | $ | 9,502,921 | ||||
COST OF REVENUE |
4,389,279 | 4,256,946 | ||||||
Gross profit |
6,563,800 | 5,245,975 | ||||||
EXPENSES: |
||||||||
General and administrative |
1,628,612 | 1,612,856 | ||||||
Marketing and selling |
1,407,249 | 1,220,153 | ||||||
Research and development |
145,801 | 150,338 | ||||||
3,181,662 | 2,983,347 | |||||||
OPERATING INCOME |
3,382,138 | 2,262,628 | ||||||
INTEREST INCOME |
39,598 | 14,900 | ||||||
OTHER INCOME |
1,250 | 7,500 | ||||||
40,848 | 22,400 | |||||||
INCOME BEFORE PROVISION FOR INCOME TAXES |
3,422,986 | 2,285,028 | ||||||
PROVISION FOR INCOME TAXES |
1,274,000 | 868,000 | ||||||
NET INCOME |
$ | 2,148,986 | $ | 1,417,028 | ||||
BASIC NET INCOME PER SHARE |
$ | 0.42 | $ | 0.28 | ||||
DILUTED NET INCOME PER SHARE |
$ | 0.42 | $ | 0.28 | ||||
DIVIDENDS DECLARED PER SHARE |
$ | 0.16 | $ | 0.16 | ||||
WEIGHTED AVERAGE COMMON
SHARES OUTSTANDING, BASIC |
5,146,103 | 5,126,907 | ||||||
WEIGHTED AVERAGE COMMON
SHARES OUTSTANDING, DILUTED |
5,158,159 | 5,131,470 | ||||||
See accompanying notes to financial statements and managements discussion and
analysis of financial condition and results of operations.
analysis of financial condition and results of operations.
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PSYCHEMEDICS CORPORATION
CONDENSED STATEMENTS OF CASH FLOWS
(UNAUDITED)
SIX MONTHS | ||||||||
ENDED JUNE 30, | ||||||||
2005 | 2004 | |||||||
CASH FLOWS FROM OPERATING ACTIVITIES: |
||||||||
Net income |
$ | 2,148,986 | $ | 1,417,028 | ||||
Adjustments to reconcile net income to net
cash provided by operating activities: |
||||||||
Depreciation and amortization |
219,321 | 273,263 | ||||||
Tax benefit associated with exercise of options |
35,503 | | ||||||
Changes in operating assets and liabilities: |
||||||||
Accounts receivable |
(272,327 | ) | (1,203,036 | ) | ||||
Prepaid expenses and other assets |
(350,979 | ) | (130,122 | ) | ||||
Accounts payable |
(348,294 | ) | (3,744 | ) | ||||
Accrued expenses |
138,819 | (87,741 | ) | |||||
Deferred revenue |
89,920 | 25,896 | ||||||
Net cash provided by operating activities |
1,660,949 | 291,544 | ||||||
CASH FLOWS FROM INVESTING ACTIVITIES: |
||||||||
Purchases of short-term investments |
(2,000,000 | ) | | |||||
Purchases of property and equipment |
(100,078 | ) | (118,081 | ) | ||||
Decrease (Increase) in other assets net |
2,228 | (5,772 | ) | |||||
Net cash used in investing activities |
(2,097,850 | ) | (123,853 | ) | ||||
CASH FLOWS FROM FINANCING ACTIVITIES: |
||||||||
Cash dividends paid |
(823,520 | ) | (820,306 | ) | ||||
Net proceeds from the issuance of common stock |
433,439 | | ||||||
Net cash used in financing activities |
(390,081 | ) | (820,306 | ) | ||||
NET DECREASE IN CASH AND CASH EQUIVALENTS |
(826,982 | ) | (652,615 | ) | ||||
CASH AND CASH EQUIVALENTS, beginning of period |
3,260,178 | 3,022,467 | ||||||
CASH AND CASH EQUIVALENTS, end of period |
$ | 2,433,196 | $ | 2,369,852 | ||||
See accompanying notes to financial statements and managements discussion and
analysis of financial condition and results of operations.
analysis of financial condition and results of operations.
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PSYCHEMEDICS CORPORATION
NOTES TO CONDENSED FINANCIAL STATEMENTS
(UNAUDITED)
June 30, 2005
1. Interim Financial Statements
The accompanying unaudited interim financial statements have been prepared in accordance with
generally accepted accounting principles for interim financial information and pursuant to the
rules and regulations of the Securities and Exchange Commission for reporting on Form 10-Q.
Accordingly, certain information and footnote disclosure required for complete financial statements
are not included herein. It is recommended that these financial statements be read in conjunction
with the financial statements and related notes of Psychemedics Corporation (the Company) as
reported in the Companys Annual Report on Form 10-K for the year ended December 31, 2004. In the
opinion of management, all adjustments (consisting of normal recurring adjustments) considered
necessary for a fair presentation of financial position, results of operations, and cash flows at
the dates and for the periods presented have been included. The results of operations for the
three months and the six months ended June 30, 2005 may not be indicative of the results that may
be expected for the year ending December 31, 2005, or any other period.
2. Stock-Based Compensation
The Company accounts for its stock compensation arrangements with employees under the provisions of
Accounting Principles Board (APB) Opinion No. 25, Accounting for Stock Issued to Employees. The
Company has adopted the disclosure-only provisions of SFAS No. 123, Accounting for Stock-Based
Compensation, as amended by SFAS No. 148, Accounting for Stock-Based Compensation Transition and
Disclosure.
Statement of Financial Accounting Standards, (SFAS) No. 123, Accounting for Stock-Based
Compensation, requires the measurement of the fair value of stock options or warrants to be
included in the statement of income or disclosed in the notes to financial statements. The Company
has computed the value of options using the Black-Scholes option pricing model prescribed by SFAS
No. 123.
The assumptions used and the weighted average information are as follows:
Three Months Ended | Six Months Ended | |||||||
June 30, 2005 | June 30, 2004 | June 30, 2005 | June 30, 2004 | |||||
Risk-free interest rates range |
3.8% | 3.9% | 3.8% | 2.7 3.9% | ||||
Expected dividend yield range |
2.3% | 2.7% | 2.3% | 2.7% | ||||
Expected lives |
5 years | 5 years | 5 years | 5 years | ||||
Expected volatility range |
30.09% | 23.99% | 30.09% | 23.99 27.94% |
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PSYCHEMEDICS CORPORATION
NOTES TO CONDENSED FINANCIAL STATEMENTS (Continued)
Consistent with SFAS No. 123, net income and basic and diluted net income per share would have been
as follows:
Three Months Ended | Six Months Ended | |||||||||||||||
June 30, | June 30, | June 30, | June 30, | |||||||||||||
2005 | 2004 | 2005 | 2004 | |||||||||||||
Net income, as reported |
$ | 1,200,846 | $ | 964,040 | $ | 2,148,986 | $ | 1,417,028 | ||||||||
Less: Total stock
based compensation
cost determined under
the fair value based
method for all
employee awards |
(919,325 | ) | (82,266 | ) | (928,882 | ) | (107,937 | ) | ||||||||
Pro forma net income |
$ | 281,521 | $ | 881,774 | $ | 1,220,104 | $ | 1,309,091 | ||||||||
Income per share: |
||||||||||||||||
Basic and diluted, as
reported |
$ | 0.23 | $ | 0.19 | $ | 0.42 | $ | 0.28 | ||||||||
Basic and diluted,
pro forma |
$ | 0.05 | $ | 0.17 | $ | 0.24 | $ | 0.26 | ||||||||
The weighted average fair value of options granted for the three months ended June 30, 2005 and
2004 was $3.76 per share and $1.88 per share, respectively. The weighted average fair value of
options granted for the six months ended June 30, 2005 and 2004 was $3.76 per share and $2.19 per
share, respectively.
3. Basic and Diluted Net Income Per Share
Basic net income per share was computed by dividing net income by the weighted average number of
common shares outstanding during the period. Diluted net income per share was computed by dividing
net income by the weighted average number of common and dilutive common equivalent shares
outstanding during the period. The number of dilutive common equivalent shares outstanding during
the period has been determined in accordance with the treasury-stock method. Common equivalent
shares consist of common stock issuable upon the exercise of outstanding options.
Basic and diluted weighted average common shares outstanding were as follows:
Three Months Ended | Six Months Ended | |||||||||||||||
June 30, | June 30, | June 30, | June 30, | |||||||||||||
2005 | 2004 | 2005 | 2004 | |||||||||||||
Weighted average common shares |
5,163,506 | 5,126,907 | 5,146,103 | 5,126,907 | ||||||||||||
Dilutive common stock options |
10,435 | 3,231 | 12,056 | 4,563 | ||||||||||||
Weighted average common shares
outstanding, assuming dilution |
5,173,941 | 5,130,138 | 5,158,159 | 5,131,470 |
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PSYCHEMEDICS CORPORATION
NOTES TO CONDENSED FINANCIAL STATEMENTS (Continued)
For the three months ended June 30, 2005 and 2004, options to purchase 522,833 and 462,217 common
shares, respectively, were outstanding but not included in the diluted weighted average common
share calculation as the effect would have been antidilutive. For the six months ended June 30,
2005 and 2004, options to purchase 533,133 and 405,437 common shares, respectively, were
outstanding but not included in the diluted weighted average common share calculation as the effect
would have been antidilutive.
4. Revenue Recognition
The Company performs drug testing as well as provides training for collection of samples and
storage of positive samples for its customers for an agreed-upon fee per unit tested of samples.
Revenues are recognized when the predominant deliverable, drug testing, is provided 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.
In 2003, the Company adopted Emerging Issue Task Force 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 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.
At June 30, 2005 and December 31, 2004, the Company had deferred revenue of approximately
$578,000 and $488,000, respectively, reflecting sales of its personal drug testing service for
which the performance of the related test had not yet occurred.
5. Recent Accounting Pronouncements
In December 2004, the Financial Accounting Standards Board (FASB) issued SFAS No. 123 (revised
2004), Share-Based Payment, which is a revision of SFAS No. 123, Accounting for Stock-Based
Compensation. SFAS No. 123(R) supersedes APB Opinion No. 25, Accounting for Stock Issued to
Employees, and amends SFAS No. 95, Statement of Cash Flows. Generally, the approach in SFAS No.
123(R) is similar to the approach described in SFAS No. 123. However, SFAS No. 123(R) requires all
share-based payments to employees, including grants of employee stock options, to be recognized in
the income statement based on their fair values. Pro forma disclosure is no longer an alternative.
The provisions of SFAS No. 123(R) are effective for all employee equity awards granted and to any
unvested awards outstanding as of January 1, 2006. The Company has not yet assessed the impact of
adopting this new standard.
In December 2004, the FASB issued SFAS No. 153, Exchanges of Nonmonetary Assets, an amendment of
APB Opinion No. 29, Accounting for Nonmonetary Transactions. The amendments made by SFAS No. 153
are based on the principle
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PSYCHEMEDICS CORPORATION
NOTES TO CONDENSED FINANCIAL STATEMENTS (Continued)
that exchanges of nonmonetary assets should be measured based on the fair value of the assets
exchanged. Further, the amendments eliminate the narrow exception for nonmonetary exchanges of
similar productive assets and replace it with a broader exception for exchanges of nonmonetary
assets that do not have commercial substance. Previously, Opinion No. 29 required that the
accounting for an exchange of a productive asset for a similar productive asset or an equivalent
interest in the same or similar productive asset should be based on the recorded amount of the
asset relinquished. The new standard will be effective for nonmonetary asset exchanges occurring
in fiscal periods beginning after June 15, 2005. The Company has not yet assessed the impact of
adopting this new standard.
6. Contingencies
The Company is subject to legal proceedings and claims, which arise in the ordinary course of its
business. The Company believes that based upon information available to the Company at this time,
the expected outcome of these matters would not have a material impact on the Companys results of
operations or financial condition.
7. Subsequent Event Dividends
On August 3, 2005, the Company declared a quarterly dividend of $.10 per share, which will be paid
on September 23, 2005 to shareholders of record on September 9, 2005.
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Item 2
MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
OVERVIEW
Psychemedics Corporation was incorporated in 1986. The Company utilizes a patented hair analysis
method involving radioimmunoassay technology to analyze human hair to detect abused substances.
Revenue for the second quarter of 2005 was $5.6 million and was 5% above revenue of $5.3 million
for the second quarter of 2004. Revenue for the first two quarters of 2005 was $11.0 million and
was 15% above revenue of $9.5 million for the first two quarters of 2004. Due to the increase in
revenue and gross profit, the Company reported net income of $0.23 per share in the quarter ended
June 30, 2005 and net income of $0.42 per share for the six months ended June 30, 2005. At June
30, 2005, the Company had $4.4 million of cash, cash equivalents and short-term investments. The
Company distributed $0.4 million, or $0.08 per share, of cash dividends to its shareholders in both
the first and second quarters of 2005, which represented year to date totals of $0.8 million, or
$0.16 per share. As of the date of this Report, the Company has paid thirty-five consecutive
quarterly cash dividends.
RESULTS OF OPERATIONS
Revenue was $5,615,329 for the three month period ended June 30, 2005 as compared to $5,347,049 for
the comparable period of 2004, representing an increase of 5%. Revenue was $10,953,079 for the six
month period ended June 30, 2005 as compared to $9,502,921 for the comparable period of 2004,
representing an increase of 15%. The increase in revenue for the second quarter of 2005 was due to
an increase of 4% in testing volume from both new and existing clients, while the average revenue
per sample increased by 1% as compared to the comparable period of 2004. The increase in revenue
for the six months ended June 30, 2005 was due to an increase of 15% in testing volume from both
new and existing clients, while the average revenue per sample remained constant as compared to the
comparable period of 2004. The Company continued to add approximately the same number of new
clients in the first and second quarter of 2005 as it did in the comparable period of 2004.
Gross margin was 60% of revenue for the three month period ended June 30, 2005, as compared to 58%
for the comparable period of 2004. Gross margin was 60% of revenue for the six month period ended
June 30, 2005, as compared to 55% for the comparable period of 2004. Fixed and semi-variable
direct costs were spread over a greater number of tests performed for the three month period and
the six month period ended June 30, 2005, as compared to the same periods of 2004. Also, reduced
depreciation and amortization expense contributed to a decline in fixed costs for the three month
period and the six month period ended June 30, 2005 as compared to the year earlier periods.
General and administrative (G&A) expenses were $755,974 for the three month period ended June 30,
2005 as compared to $869,055 for the comparable period of 2004, representing a decrease of 13%.
G&A expenses were $1,628,612 for the six month period ended June 30, 2005 as compared to $1,612,856
for the comparable
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period of 2004, representing an increase of 1%. The decrease in general and administrative
expenses for the three month period ended June 30, 2005 as compared to the comparable period of
2004 was due primarily to reduced professional fees related to legal services and a decrease in
rent expense pertaining to the Companys headquarters. All other general and administrative
expenses remained relatively constant. The increase in general and administrative expenses for the
six month period ended June 30, 2005 as compared to the comparable period of 2004 was due primarily
to greater professional fees related to accounting services and Sarbanes-Oxley compliance along
with an increase in personnel expenses, partially offset by reduced professional fees related to
legal services and a decrease in rent expense pertaining to the Companys headquarters. All other
general and administrative expenses remained relatively constant. As a percentage of revenue, G&A
expenses decreased to 14% for the three month period ended June 30, 2005 from 16% for the
comparable period of 2004 and decreased to 15% for the six months ended June 30, 2005 from 17% for
the comparable period of 2004. The Company expects general and administrative expenses to increase
in absolute dollars and decrease as a percentage of revenue during the remainder of 2005 primarily
due to increased professional fees and costs related to corporate governance and Sarbanes-Oxley
compliance.
Marketing and selling expenses were $678,168 for the three month period ended June 30, 2005 as
compared to $613,624 for the comparable period of 2004, an increase of 11%. Marketing and selling
expenses were $1,407,249 for the six month period ended June 30, 2005 as compared to $1,220,153 for
the comparable period of 2004, an increase of 15%. The increase for both the three month and the
six month periods ended June 30, 2005 as compared to the comparable periods of 2004 was due
primarily to an increase in personnel expenses pertaining to the Companys sales and support staff.
Total marketing and selling expenses represented 12% of revenue in the second quarter of 2005 and
11% of revenue in the second quarter of 2004. Total marketing and selling expenses represented 13%
of revenue for both of the six month periods ended June 30, 2005 and June 30, 2004. The Company
expects marketing and selling expenses to increase in absolute dollars and decrease as a percentage
of revenue during the remainder of 2005 as resources are committed to direct selling efforts to
aggressively promote its drug testing services in order to expand its client base.
Research and development (R&D) expenses for the three month period ended June 30, 2005 increased
by $535 from the comparable period of the prior year to $73,854, an increase of 1%. Research and
development (R&D) expenses for the six month period ended June 30, 2005 decreased by $4,537 from
the comparable period of the prior year to $145,801, a decrease of 3%. This decrease was primarily
due to reduced consumables costs. R&D expenses represented 1% of revenue for both of the three
month periods ended June 30, 2005 and June 30, 2004. R&D expenses represented 1% of revenue for
both of the six month periods ended June 30, 2005 and June 30, 2004.
Interest income for the three month period ended June 30, 2005 increased by $19,983 and increased
by $24,698 for the six month period ended June 30, 2005 as compared to the comparable year earlier
periods and 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 2005 as compared to 2004 caused the increase in interest income.
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During the three month period ended June 30, 2005, the Company recorded a tax provision of $709,000
reflecting an effective tax rate of 37.1% as compared to a tax provision of $585,500 reflecting an
effective tax rate of 37.8% for the three month period ended June 30, 2004. During the six months
ended June 30, 2005 and June 30, 2004, the Company recorded tax provisions of $1,274,000 and
$868,000 representing effective tax rates of 37.2% and 38.0%, respectively. The variation in the
effective tax rate was due primarily to reduced state income taxes.
LIQUIDITY AND CAPITAL RESOURCES
At June 30, 2005, the Company had approximately $4.4 million of cash, cash equivalents and
short-term investments. The Companys operating activities generated net cash of $1,660,949 in the
six months ended June 30, 2005. Investing activities used $2,097,850 in the six month period while
financing activities used a net amount of $390,081 during the period.
Operating cash flow of $1,660,949 for the six months ended June 30, 2005 principally reflected net
income of $2,148,986 adjusted for depreciation and amortization of $219,321 offset partially by the
growth in accounts receivable and prepaid expenses along with the decrease in accounts payable.
Capital expenditures in the first two quarters of 2005 were $100,078. The expenditures primarily
consisted of new equipment, including laboratory and computer equipment. The Company currently
plans to make additional capital expenditures of approximately $550,000 during the balance of 2005,
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 $4 million.
During the six month period ended June 30, 2005, the Company distributed $823,520 in cash dividends
to its shareholders. The Company did not repurchase any shares for treasury during the six month
period ended June 30, 2005. The Company has authorized 500,000 shares for repurchase since June of
1998 of which 466,351 shares have been repurchased as of June 30, 2005.
Contractual obligations as of June 30, 2005 were as follows:
Less Than | 1-3 | 4-5 | After 5 | |||||||||||||||||
One Year | Years | years | Years | Total | ||||||||||||||||
Operating leases |
$ | 484,000 | $ | 922,000 | $ | 893,000 | $ | 783,000 | $ | 3,082,000 | ||||||||||
Purchase commitment |
247,000 | 247,000 | ||||||||||||||||||
$ | 731,000 | $ | 922,000 | $ | 893,000 | $ | 783,000 | $ | 3,329,000 |
The Company signed a seven year extension in May of 2005 with an option to renew for an additional
three years on the space leased for laboratory purposes in Culver City, California. This extension
commences on January 1, 2006. The Company also signed a five year lease extension in May of 2005
with an option to renew for an additional two
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years on the space leased for customer service and information technology purposes in Culver City,
California. This extension also commences on January 1, 2006. The lease obligations are reflected
in the above table.
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 $247,151 for the six months ended
June 30, 2005 as compared to $219,510 for the comparable period of 2004. The Company expects to
purchase approximately $247,000 for the remainder of 2005. 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.
At June 30, 2005, the Companys principal sources of liquidity included an aggregate of
approximately $4.4 million of cash, cash equivalents and short-term investments. Management
currently believes that such funds, together with cash generated from operations, should be
adequate to fund anticipated working capital requirements and capital expenditures in the near
term. Depending upon the Companys results of operations, its future capital needs and available
marketing opportunities, the Company may use various financing sources to raise additional funds.
Such sources could potentially include joint ventures, issuances of common stock or debt financing,
although the Company does not have any such plans at this time. At June 30, 2005, the Company had
no long-term debt.
CRITICAL ACCOUNTING POLICIES
Management believes the most critical accounting policies include revenue recognition and income
taxes.
Revenue Recognition
The Company is in the business of performing drug testing and reporting the results thereof. The
Company performs drug testing which includes training for collection of samples and storage of
positive samples for its customers for an agreed-upon fee per unit tested of samples. The revenues
are recognized when the predominant deliverable, drug testing, is provided and reported to the
customer. The Company also provides expert testimony, when and if necessary, to support the test
results, which is generally billed separately and recognized as the services are provided.
In 2003, the Company adopted Emerging Issue Task Force 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 do not have stand-alone value to the customer. The
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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.
Deferred revenue represents payments received in advance of the performance of drug testing
procedures. Deferred revenue is reclassified 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 (referred to as breakage). Revenue is then
recognized (as other income) when the Company can reasonably, reliably and objectively determine
the breakage has occurred. Breakage is deemed to occur only at the point it becomes remote that
performance will be required. The Company has not recorded any breakage in the first two quarters
of 2005 and during 2004. The Company continues to monitor this to determine whether breakage can
be reasonably, reliably and objectively determined.
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.
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 and the
issuance of credit memos have 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 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.
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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.
FACTORS THAT MAY AFFECT FUTURE RESULTS
From time to time, information provided by the Company or statements made by its employees may
contain forward-looking information which involves risks and uncertainties. In particular,
statements contained in this report which are not historical facts (including, but not limited to,
the Companys expectations regarding revenues, business strategy, anticipated operating results,
strategies with respect to governmental agencies and regulations, cash dividends, capital
expenditures and anticipated cash requirements) may be forward-looking statements. The Companys
actual results may differ from those stated in any forward-looking statements. Factors that may
cause such differences include, but are not limited to, employee hiring practices of the Companys
principal customers, development of markets for new products and services offered by the Company,
the economic health of principal customers of the Company, financial and operational risks
associated with possible expansion of testing facilities used by the Company, government regulation
(including, but not limited to, Food and Drug Administration regulations), competition and general
economic conditions. With respect to the continued payment of cash dividends, factors include, but
are not limited to, available surplus, cash flow, capital expenditure reserves required, and other
factors that the Board of Directors of the Company may take into account.
Item 3. Quantitative and Qualitative Disclosures about Market Risk
Interest Rate Sensitivity. The Company maintains a short-term investment portfolio consisting
principally of money market securities and Taxable Auction Rate Preferred, 7 and 28 day Dutch
Auction securities that are not sensitive to sudden interest rate changes. The Company does not
use derivative financial instruments for speculative or trading purposes.
Item 4. Controls and Procedures
As of the date of this report, our Chief Executive Officer and Chief Financial Officer performed an
evaluation of the effectiveness of the design and operation of the Companys disclosure controls
and procedures pursuant to Exchange Act Rule 13a-14. Based upon that evaluation, the Chief
Executive Officer and Chief Financial Officer concluded that the Companys disclosure controls and
procedures are effective in ensuring the reporting of material information required to be included
in the Companys periodic filings with the Securities and Exchange Commission. There were no
significant changes in the Companys internal controls over financial reporting or in other factors
that could significantly affect these internal controls over financial reporting subsequent to the
date of the most recent evaluation.
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PART II OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders
The Annual Meeting of Shareholders of Psychemedics Corporation was held on May 24, 2005 for the
purpose of electing a board of directors. Proxies for the meeting were solicited pursuant to
Section 14(a) of the Securities Exchange Act of 1934 and there was no solicitation in opposition to
managements solicitations.
Description and tabulation by the Companys transfer agent of each matter voted upon at the Annual
Meeting of Shareholders of Psychemedics Corporation held on May 24, 2005:
All of managements nominees for directors, as listed in the proxy statement, were elected with the
following votes:
Election of Directors.
Number of Shares | ||||||||
For | Withheld | |||||||
Raymond C. Kubacki, Jr. |
4,708,453 | 180,966 | ||||||
Harry F. Connick |
4,710,388 | 179,031 | ||||||
Walter S. Tomenson, Jr. |
4,712,344 | 177,075 | ||||||
Fred J. Weinert |
4,708,520 | 180,899 |
Item 6. Exhibits
See Exhibit Index included in this Report
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused
this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Psychemedics
Corporation |
||||
Date: August 15, 2005
|
By: | /s/ Raymond C. Kubacki, Jr. | ||
Raymond C. Kubacki, Jr. | ||||
Chairman and Chief Executive Officer | ||||
Date: August 15, 2005
|
By: | /s/ Peter C. Monson | ||
Peter C. Monson | ||||
Vice President, Treasurer & | ||||
Chief Financial Officer |
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PSYCHEMEDICS CORPORATION
FORM 10-Q
June 30, 2005
FORM 10-Q
June 30, 2005
EXHIBIT INDEX
Page No. | ||||||
31.1
|
Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | 20 | ||||
31.2
|
Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | 22 | ||||
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 | 24 | ||||
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 | 25 |
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