UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
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Quarterly report pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 |
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For the quarterly period ended |
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Transition report pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 |
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for the transition period from _________ to __________ |
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Commission file number:
(Exact Name of Registrant as Specified in its Charter)
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(State or Other Jurisdiction of Incorporation or Organization) |
(I.R.S. Employer Identification No.) |
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Registrant's telephone number including area code: ( |
Securities registered pursuant to section 12(b) of the act:
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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.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See Rule 12b-2 of the Exchange Act.
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Large accelerated filer |
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Accelerated filer |
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Emerging growth company |
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If an emerging growth company, indicate by checkmark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes
The number of shares of Common Stock of the Registrant, par value $0.005 per share, outstanding at August 5, 2024, was
PSYCHEMEDICS CORPORATION
FORM 10-Q FOR THE QUARTER ENDED JUNE 30, 2024
INDEX
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| 8 | |
| 9 | |
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Item 2 - Management's Discussion and Analysis of Financial Condition and Results of Operations |
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| 14 | |
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| 19 |
PART I – FINANCIAL INFORMATION
Item 1. Financial Statements (unaudited)
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands, except par value)
(UNAUDITED)
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June 30, |
December 31, |
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2024 |
2023 |
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ASSETS |
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Current Assets: |
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Cash and cash equivalents |
$ | $ | ||||||
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Accounts receivable, net of allowance for credit losses of $ |
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Prepaid expenses and other current assets |
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Income tax receivable |
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Total Current Assets |
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Fixed assets, net of accumulated amortization and depreciation of $ |
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Other assets |
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Operating lease right-of-use assets, net |
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Total Assets |
$ | $ | ||||||
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LIABILITIES AND SHAREHOLDERS' EQUITY |
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Current Liabilities: |
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Accounts payable |
$ | $ | ||||||
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Accrued expenses |
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| Insurance note payable | ||||||||
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Equipment financing debt |
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Current portion of operating lease liabilities |
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Total Current Liabilities |
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Long-term portion of operating lease liabilities |
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Total Liabilities |
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Commitments and Contingencies (Note 6) |
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Shareholders' Equity: |
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Preferred stock, $ |
- | - | ||||||
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Common stock, $ |
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Additional paid-in capital |
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Accumulated deficit |
( |
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Less - Treasury stock, at cost, |
( |
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Accumulated other comprehensive loss |
( |
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Total Shareholders' Equity |
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Total Liabilities and Shareholders' Equity |
$ | $ | ||||||
See accompanying notes to unaudited condensed consolidated financial statements.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share amounts)
UNAUDITED
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Three Months Ended June 30, |
Six Months Ended June 30, |
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2024 |
2023 |
2024 |
2023 |
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Revenues |
$ | $ | $ | $ | ||||||||||||
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Cost of revenues |
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Gross profit |
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Operating expenses: |
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General & administrative |
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Marketing & selling |
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Research & development |
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Total Operating expenses |
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Operating loss |
( |
) | ( |
) | ( |
) | ( |
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Other income (expense): |
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Settlements |
( |
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Other income (expense) |
( |
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Total other income (expense) |
( |
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Loss before provision (benefit from) income taxes |
( |
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Provision for (benefit from) income taxes |
( |
) | ( |
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Net loss |
$ | ( |
) | $ | ( |
) | $ | ( |
) | $ | ( |
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Basic and Diluted net loss per share |
$ | ( |
) | $ | ( |
) | $ | ( |
) | $ | ( |
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Weighted average common shares outstanding, basic and diluted |
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See accompanying notes to unaudited condensed consolidated financial statements.
CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
(in thousands, except per share amounts)
(UNAUDITED)
For the Three Months Ended June 30, 2024
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Common Stock, $0.005 par value |
Additional |
Accumulated | ||||||||||||||||||||||||||||||
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Common Shares |
Common |
Paid-In |
Treasury Stock |
Accumulated |
Other |
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Outstanding |
Stock |
Capital |
Shares |
Cost |
Deficit |
Comprehensive Loss |
Total |
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BALANCE, March 31, 2024 |
$ | $ | $ | ( |
) | $ | ( |
) | $ | ( |
) | $ | ||||||||||||||||||||
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Exercise of stock options |
- | - | - | - | - | - | - | |||||||||||||||||||||||||
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Shares issued – vested |
- | - | - | - | - | |||||||||||||||||||||||||||
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Stock-based compensation |
- | - | - | - | - | - | ||||||||||||||||||||||||||
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Net loss |
- | - | - | - | - | ( |
) | - | ( |
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BALANCE, June 30, 2024 |
$ | $ | $ | ( |
) | $ | ( |
) | $ | ( |
) | $ | ||||||||||||||||||||
For the Six Months Ended June 30, 2024
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Common Stock, $0.005 par value |
Additional |
Accumulated | ||||||||||||||||||||||||||||||
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Common Shares |
Common |
Paid-In |
Treasury Stock |
Accumulated |
Other |
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Outstanding |
Stock |
Capital |
Shares |
Cost |
Deficit |
Comprehensive Loss |
Total |
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BALANCE, December 31, 2023 |
$ | $ | $ | ( |
) | $ | ( |
) | $ | ( |
) | $ | ||||||||||||||||||||
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Exercise of stock options |
- | - | - | - | - | - | - | |||||||||||||||||||||||||
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Shares issued – vested |
18 | - | - | - | - | - | ||||||||||||||||||||||||||
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Stock-based compensation |
- | - | - | - | - | - | ||||||||||||||||||||||||||
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Net loss |
- | - | - | - | - | ( |
) | - | ( |
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BALANCE, June 30, 2024 |
$ | $ | $ | ( |
) | $ | ( |
) | $ | ( |
) | $ | ||||||||||||||||||||
See accompanying notes to unaudited condensed consolidated financial statements.
For the Three Months Ended June 30, 2023
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Common Stock, $0.005 par value |
Additional |
Accumulated | ||||||||||||||||||||||||||||||
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Common Shares |
Common |
Paid-In |
Treasury Stock |
Accumulated |
Other |
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Outstanding |
Stock |
Capital |
Shares |
Cost |
Deficit |
Comprehensive Loss |
Total |
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BALANCE, March 31, 2023 |
$ | $ | $ | ( |
) | $ | ( |
) | $ | ( |
) | $ | ||||||||||||||||||||
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Shares issued – vested |
( |
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Tax withholding related to vested shares from employee stock plans |
- | ( |
) | ( |
) | |||||||||||||||||||||||||||
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Stock-based compensation |
- | |||||||||||||||||||||||||||||||
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Cash dividends ($ |
- | ( |
) | ( |
) | |||||||||||||||||||||||||||
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Net loss |
- | ( |
) | ( |
) | |||||||||||||||||||||||||||
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BALANCE, June 30, 2023 |
$ | $ | $ | ( |
) | $ | ( |
) | $ | ( |
) | $ | ||||||||||||||||||||
For the Six Months Ended June 30, 2023
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Common Stock, $0.005 par value |
Additional |
Accumulated | ||||||||||||||||||||||||||||||
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Common Shares |
Common |
Paid-In |
Treasury Stock |
Accumulated |
Other |
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Outstanding |
Stock |
Capital |
Shares |
Cost |
Deficit |
Comprehensive Loss |
Total |
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BALANCE, December 31, 2022 |
$ | $ | $ | ( |
) | $ | ( |
) | $ | ( |
) | $ | ||||||||||||||||||||
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Shares issued – vested |
( |
) | ||||||||||||||||||||||||||||||
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Tax withholding related to vested shares from employee stock plans |
- | ( |
) | ( |
) | |||||||||||||||||||||||||||
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Stock-based compensation |
- | |||||||||||||||||||||||||||||||
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Cash dividends ($ |
- | ( |
) | ( |
) | |||||||||||||||||||||||||||
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Net loss |
- | ( |
) | ( |
) | |||||||||||||||||||||||||||
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BALANCE, June 30, 2023 |
$ | $ | $ | ( |
) | $ | ( |
) | $ | ( |
) | $ | ||||||||||||||||||||
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(UNAUDITED)
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Six Months Ended June 30, |
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2024 |
2023 |
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CASH FLOWS FROM OPERATING ACTIVITIES: |
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Net loss |
$ | ( |
) | $ | ( |
) | ||
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Adjustments to reconcile net loss to net cash (used in) provided by operating activities: |
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Depreciation and amortization |
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ROU asset amortization |
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Deferred income taxes |
( |
) | ||||||
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Stock-based compensation |
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Changes in operating assets and liabilities: |
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Accounts receivable |
( |
) | ||||||
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Prepaid expenses and other current assets |
( |
) | ||||||
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Income tax receivable |
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Accounts payable |
( |
) | ||||||
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Operating lease liabilities |
( |
) | ( |
) | ||||
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Accrued expenses |
( |
) | ( |
) | ||||
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Net cash (used in) provided by operating activities |
( |
) | ( |
) | ||||
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CASH FLOWS FROM INVESTING ACTIVITIES: |
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Other assets |
( |
) | ||||||
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Purchases of fixed assets |
( |
) | ( |
) | ||||
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Cost of internally developed software |
( |
) | ( |
) | ||||
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Net cash used in investing activities |
( |
) | ||||||
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CASH FLOWS FROM FINANCING ACTIVITIES: |
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| Principal payment of financed insurance | ( |
) | ||||||
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Proceeds from issuance of stock, net of tax withholding |
( |
) | ||||||
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Payments of equipment debt financing |
( |
) | ( |
) | ||||
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Cash dividends paid |
( |
) | ||||||
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Net cash used in financing activities |
( |
) | ( |
) | ||||
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Net decrease in cash and cash equivalents |
( |
) | ( |
) | ||||
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Cash and cash equivalents, beginning of period |
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Cash and cash equivalents, end of period |
$ | $ | ||||||
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Supplemental Disclosures of Cash Flow Information: |
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Cash paid for interest |
$ | $ | ||||||
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Cash paid for operating leases |
$ | $ | ||||||
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Cash received on disposal on fully depreciated assets |
$ | $ | ||||||
| Non-cash investing and financing activities: | ||||||||
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Right-of-use assets acquired through operating leases |
$ | $ | ||||||
|
Prepaid insurance financed through note payable |
$ | $ | ||||||
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Purchases of equipment through accounts payable and accrued liabilities |
$ | $ | ||||||
See accompanying notes to unaudited condensed consolidated financial statements.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
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1. |
Basis of Presentation |
The interim condensed consolidated financial statements of Psychemedics Corporation (the “Company”) presented herein, have been prepared pursuant to the rules of the Securities and Exchange Commission (“SEC”) for quarterly reports on Form 10-Q and do not include all the information and note disclosures required by accounting principles generally accepted in the United States of America. These statements should be read in conjunction with the consolidated financial statements and notes thereto for the year ended December 31, 2023, included in the Company's 2023 Annual Report on Form 10-K (“10-K”), as filed with the SEC.
The accompanying condensed consolidated financial statements are unaudited but, in the opinion of management, include all adjustments necessary for a fair presentation of results for these interim periods. Except as otherwise disclosed, all such adjustments are of a normal recurring nature. The condensed consolidated balance sheet as of December 31, 2023, has been derived from the Company’s annual financial statements that were audited by an independent registered public accounting firm, but does not include all the information and footnotes required for complete annual financial statements. The Company’s comprehensive (loss)/income is equal to its net (loss)/income for all periods presented.
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates 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. The results of operations for the three and six months ended June 30, 2024, may not be indicative of the results that may be expected for the year ending December 31, 2024, or any other period.
Unless the context requires otherwise, the terms “we”, “us”, “our”, or “the Company” refer to Psychemedics Corporation and its wholly-owned consolidated subsidiaries.
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2. |
Financial Information |
Liquidity and Management’s Plans
At June 30, 2024, our principal sources of liquidity from operations included $
Accounts Receivable
The Company believes its allowance for credit losses related to its accounts receivable remained adequate as of June 30, 2024, due to the diversity of its large customer base. While the Company anticipates there could be an increase in the aging of its accounts receivable, the Company does not anticipate a significant increase in default risk.
Recently Adopted Accounting Pronouncements
In November 2023, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. The ASU requires disclosures to include significant segment expenses that are regularly provided to the chief operating decision maker, among other provisions. The ASU is effective for fiscal year periods beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted and the ASU requires retrospective application to all prior periods presented in the financial statements. We are currently evaluating the standard to determine the impact of adoption to our consolidated financial statements and disclosures.
In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvement to Income Tax Disclosures to enhance the transparency and decision usefulness of income tax disclosures. The ASU primarily enhances and expands both the income tax rate reconciliation disclosure and the income taxes paid disclosure. The ASU is effective for annual periods beginning after December 15, 2024 on a prospective basis. Early adoption is permitted. We are currently evaluating the standard to determine the impact of adoption to our consolidated financial statements and disclosures.
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3. |
Stock-Based Compensation |
The Company’s 2006 Incentive Plan (the “Plan”) and a separate individual equity compensation arrangement outside of the Plan provide for cash-based awards or the grant or issuance of stock-based awards. As of June 30, 2024,
Stock-based compensation is measured at the grant date based on the fair value of the award and is recognized as an expense over the requisite service period (generally the vesting period of the equity grant). The compensation cost charged against income is included in cost of revenues and operating expenses as follows (in thousands):
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Three Months Ended June 30, |
Six Months Ended June 30, |
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2024 |
2023 |
2024 |
2023 |
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Stock-based compensation related to: |
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Stock option grants |
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Stock unit awards |
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Total |
$ | $ | $ | $ | ||||||||||||
There was no income tax benefit recognized in the condensed consolidated statements of operations for stock-based compensation arrangements for the three and six months ended June 30, 2024 and 2023.
A summary of the Company’s stock option activity for the six months ended June 30, 2024, is as follows (in thousands except per share amounts and years):
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Weighted Average |
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Weighted Average |
Remaining |
Aggregate |
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Number of |
Exercise Price |
Contractual Life |
Intrinsic |
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Shares |
Per Share |
(years) |
Value (1) |
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Outstanding, December 31, 2023 |
$ | |||||||||||||||
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Granted |
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Canceled |
( |
) | ||||||||||||||
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Forfeited |
( |
) | ||||||||||||||
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Outstanding, June 30, 2024 |
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Exercisable, June 30, 2024 |
$ | |||||||||||||||
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(1) |
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A summary of the Company’s stock unit award (“SUA”) activity for the six months ended June 30, 2024, is as follows (in thousands except per share amounts):
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Number of Shares |
Weighted Average Grant-Date |
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Outstanding & unvested, December 31, 2023 |
$ | |||||||
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Granted |
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Converted to common stock |
( |
) | ||||||
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Cancelled |
( |
) | ||||||
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Forfeited |
( |
) | ||||||
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Outstanding & unvested, June 30, 2024 |
$ | |||||||
As of June 30, 2024, the unamortized fair value of awards relating to outstanding SUAs and options was $
|
4. |
Income Taxes |
Our effective tax rate for the three and six months ended June 30, 2024, differs from the statutory rate primarily due to a valuation allowance recorded against our U.S. federal and state deferred tax assets. We recorded a full valuation allowance on our net deferred tax assets based on an assessment of available positive and negative evidence, including being in a three-year cumulative loss position in the U.S., projections of future taxable income, and other quantitative and qualitative information. We intend to maintain a full valuation allowance on our U.S. federal and state net deferred tax assets until there is sufficient positive evidence to support the reversal of all or some portion of the valuation allowance.
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5. |
Net Loss Per Share |
Basic net loss per share is computed by dividing net loss by the weighted average number of common shares outstanding during each period. Diluted loss per share includes the effect, if any, from the potential exercise or conversion of securities, such as stock options and stock unit awards, that would result in the issuance of incremental shares of common stock. In computing the basic and diluted net loss per share, the weighted average number of shares remains the same for both calculations due to the fact that when a net loss exists, dilutive shares are not included in the calculation as the impact is anti-dilutive.
The following potentially dilutive securities outstanding for the six months and three months as of June 30, 2024 and 2023 have been excluded from the computation of diluted weighted average shares outstanding, as they would be anti-dilutive:
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Three Months Ended June 30, |
Six Months Ended June 30, |
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2024 |
2023 |
2024 |
2023 |
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Options |
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SUAs |
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Total |
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|
6. |
Commitments and Contingencies |
From time to time, the Company is a party to various lawsuits, claims and other legal proceedings that arise in the ordinary course of business. When the Company becomes aware of a claim or potential claim, it assesses the likelihood of any loss or exposure. In accordance with authoritative guidance, the Company records loss contingencies in its financial statements only for matters in which losses are probable and can be reasonably estimated. The Company continuously assesses the potential liability related to the Company’s pending litigation and revises its estimates when additional information becomes available. Although it is difficult to predict the ultimate outcome of these cases, management believes that any ultimate liability would not have a material adverse effect on the consolidated statements of operations. However, an unforeseen unfavorable development in any of these cases could have a material adverse effect on the statements of operations or cash flows in the period in which it is recorded. Developments in legal proceedings and other matters that could cause changes in the amounts previously accrued are evaluated each reporting period.
Settlements
As previously reported in the 10-K, as of December 31, 2023, we had paid $
|
7. |
Operating Leases |
The Company has three operating leases for office and laboratory space used to conduct business. The exercise of lease renewal options is at our discretion. There is one lease which contains renewal options to extend the lease terms included in our Right-Of-Use (“ROU”) assets and lease liabilities as they are reasonably certain of exercise. The Company regularly evaluates the renewal options and when they are reasonably certain of exercise. As most of the Company’s leases do not provide an implicit rate, the Company uses the incremental borrowing rate based on the information available at the lease commencement date in determining the net present value of the lease payments.
As of June 30, 2024, the Company recognized a “ROU” asset of $
|
8. |
Debt |
On March 20, 2014, the Company entered into an equipment financing arrangement (“Loan Agreement”) with Banc of America Leasing & Capital LLC., which it amended on August 8, 2014, September 15, 2015, October 30, 2017, and December 2, 2019. The terms of the arrangement are detailed in the 10-K.
The weighted average interest rate on outstanding debt under the Loan Agreement was
In May 2024, the Company entered into a note agreement to finance certain insurance policy premiums of $
The Company accrued $
|
9. |
Revenue |
The table below disaggregates our external revenue by major source (in thousands):
|
Three Months Ended June 30, |
Six Months Ended June 30, |
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2024 |
2023 |
2024 |
2023 |
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Consolidated Revenue: |
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Testing |
$ | $ | $ | $ | ||||||||||||
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Shipping / Collection (hair) |
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Other |
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Total Revenue |
$ | $ | $ | $ | ||||||||||||
|
10. |
Significant Customers |
The Company had customers that represented over 10% of revenue during either of the six months ended June 30, 2024, or 2023. We had customers that represented
|
11. |
Subsequent Events |
On August 12, 2024, the board of directors of the Company (other than Peter H. Kamin and Darius Nevin, each a director of the Company, who were not in attendance and had recused themselves from the meeting) (the “Board”), upon the recommendation of a transaction committee of the Board consisting of independent directors, unanimously approved a transaction whereby the Company would effect a reverse/forward stock split of the Company’s common stock, par value $
Specifically, the participating members of the Board recommended and approved a transaction whereby the Company would effect a reverse stock split of the Common Stock at a ratio between 1-for-
On August 12, 2024, in connection with the Transaction, the Company entered into a stock purchase agreement (the “Purchase Agreement”) with 3K Limited Partnership, a Delaware limited partnership (“3K”), Peter H. Kamin, a natural person in his individual capacity (“Mr. Kamin”), the Peter H. Kamin Revocable Trust dated February 2003 (the “2003 Trust”), the Peter H. Kamin Children’s Trust dated March 1997 (the “1997 Trust”), the Peter H. Kamin GST Trust (the “GST”) and the Peter H. Kamin Family Foundation (the “Foundation”). 3K, Mr. Kamin, the 2003 Trust, the 1997 Trust, the GST and the Foundation (together, the “Investors”). Pursuant to the Purchase Agreement, the Investors have agreed to purchase, subject to the terms and conditions thereof, up to
The Company is taking these steps to avoid the substantial cost and expense of being a public reporting company and to focus the Company's resources on enhancing long-term stockholder value. The Company anticipates savings exceeding $
The Board has determined the Transaction is in the best interests of all of the Company’s stockholders. The Company currently realizes none of the traditional benefits of public company status, yet incurs all of the significant annual expenses and indirect costs associated with being a public company. Without its public company status, the Company would have an ongoing cost structure befitting its current and foreseeable scale of operations and its management would be able to have an increased focus on core operations.
Subject to the filing of the Company’s proxy statement relating to the Transaction and stockholder approval thereof, it is anticipated that the Transaction would become effective after the Annual Meeting. Subject to receiving such stockholder approval, as soon as practicable after the meeting, the Company expects to terminate the registration of its Common Stock with the SEC and de-list its Common Stock from the Nasdaq Capital Market. As a result, at such time, (i) the Company would cease to file annual, quarterly, current, and other reports and documents with the SEC, and stockholders would cease to receive annual reports and proxy statements, and (ii) the Company’s Common Stock would no longer be listed on the Nasdaq Capital Market.
The Board may abandon the proposed transaction and terminate the Purchase Agreement at any time prior to the filing and effectiveness of the applicable amendments to the Company’s certificate of incorporation, even after stockholder approval.
The Company has evaluated subsequent events through the date the financial statements were released.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
FACTORS THAT MAY AFFECT FUTURE RESULTS
From time to time, information provided by the Company or statements made by its employees may contain forward-looking information that involves risks and uncertainties. In particular, statements contained in this report that are not historical facts (including but not limited to statements concerning earnings, earnings per share, revenues, cash flows, dividends, future business, growth opportunities, profitability, pricing, new accounts, customer base, market share, test volume, sales and marketing strategies, market demand for drug testing services in the U.S. and foreign drug testing laws and regulations, required investments in plant, equipment, and people and new test development, the perceived benefits and costs of the Transaction (as defined below), the number of fractional shares of the Company’s Common Stock that are expected to be cashed out in the Transaction, the timing and stockholder approval of the Transaction, the timing and closing of the transactions contemplated by the Purchase Agreement (as defined below) and the Company’s intended use of proceeds from the Purchase Agreement) may be “forward looking” statements. Actual results may differ from those stated in any forward-looking statements. Factors that may cause such differences include but are not limited to risks associated with the changes in U.S. and foreign government regulations, including but not limited to FDA regulations, R&D spending, competition (including, without limitation, competition from other companies pursuing the same growth opportunities), the Company’s ability to maintain its reputation and brand image, the ability of the Company to achieve its business plans, cost controls, the continued labor shortage, leveraging of its global operating platform, risks of information technology system failures and data security breaches, the uncertain global economy, the Company’s ability to attract, develop and retain executives and other qualified employees and independent contractors, including distributors, the Company’s ability to obtain and protect intellectual property rights, litigation risks, and general economic conditions. In addition, the forward-looking statements relating to the Transaction discussed below are based on the Company’s current expectations, assumptions, estimates and projections about the Company and involve significant risks and uncertainties, including the many variables that may impact the Company’s projected cost savings, variables and risks related to consummation of the Transaction, regulatory review of the Company’s filings related to the Transaction by the U.S. Securities and Exchange Commission (the “SEC”), the potential failure to satisfy the conditions to the consummation of the Transaction, including obtaining stockholder approval, and the continuing determination of the Board and Transaction Committee that the Transaction is in the best interests of all stockholders.
Given these uncertainties, you should not place undue reliance on these forward-looking statements. Forward-looking statements represent the Company’s estimates and assumptions only as of the filing date of this Report. The Company expressly disclaims any duty to provide updates to forward-looking statements, and the estimates and assumptions associated with them, after the filing date of this Report, in order to reflect changes in circumstances or expectations, or the occurrence of unanticipated events, except to the extent required by applicable securities laws. All of the forward-looking statements are qualified in their entirety by reference to the factors discussed above and under “Risk Factors” set forth in Part I Item 1A of the 10-K, as well as the risks and uncertainties discussed elsewhere in this Report. The Company qualifies all of its forward-looking statements with these cautionary statements. The Company cautions you that these risks are not exhaustive. The Company operates in a continually changing business environment and new risks emerge from time to time.
RECENT BUSINESS DEVELOPMENTS
On August 12, 2024, the board of directors of the Company (other than Peter H. Kamin and Darius Nevin, each a director of the Company, who were not in attendance and had recused themselves from the meeting) (the “Board”), upon the recommendation of a transaction committee of the Board consisting of independent directors (the “Transaction Committee”), unanimously approved a transaction whereby the Company would effect a reverse/forward stock split of the Company’s common stock, par value $0.005 per share (the “Common Stock”), in conjunction with terminating the Company’s public company reporting obligations and delisting the Common Stock from the Nasdaq Capital Market (the “Transaction”), subject to obtaining the requisite approval of the Company’s stockholders at the Company’s 2024 Annual Meeting of Stockholders (the “Annual Meeting”), which is currently expected to occur in the fall of 2024.
Specifically, the participating members of the Board recommended and approved a transaction whereby the Company would effect a reverse stock split of the Common Stock at a ratio between 1-for-4,000 and 1-for-6,000 (the “Reverse Stock Split”), followed immediately by a forward stock split of the Common Stock (the “Forward Stock Split,” and together with the Reverse Stock Split, the “Stock Split”). Stockholders owning fewer shares of Common Stock than the Reverse Stock Split ratio denominator at the effective time of the Reverse Stock Split would receive $2.35 in cash, without interest, for each share of Common Stock held by them at the effective time of the Reverse Stock Split, and thereafter they would no longer be stockholders of the Company. Stockholders owning more shares of Common Stock than the Reverse Stock Split ratio denominator at the effective time of the Reverse Stock Split (“Continuing Stockholders”) would not be entitled to receive any cash for their fractional share interests resulting from the Reverse Stock Split, if any. The Forward Stock Split, which would immediately follow the Reverse Stock Split, would reconvert whole shares and fractional share interests held by the Continuing Stockholders back into the same number of shares of the Common Stock held by such Continuing Stockholders immediately before the effective time of the Reverse Stock Split. As a result of the Forward Stock Split, the total number of shares of Common Stock held by a Continuing Stockholder would not change as a result of the Reverse Stock Split. The Company estimates that, based on a mid-point Reverse Stock Split ratio of 1-for-5,000, approximately 1.2 million shares of Common Stock (or approximately 21% of the Common Stock currently outstanding) would be cashed out in the Transaction and the aggregate cost to the Company of the Transaction would be approximately $2.8 million, plus transaction expenses, which are estimated to be approximately $700,000. The Company expects to fund such costs using the proceeds from the Stock Sale (defined below) and cash-on-hand.
On August 12, 2024, in connection with the Transaction, the Company entered into a stock purchase agreement (the “Purchase Agreement”) with 3K Limited Partnership, a Delaware limited partnership (“3K”), Peter H. Kamin, a natural person in his individual capacity (“Mr. Kamin”), the Peter H. Kamin Revocable Trust dated February 2003 (the “2003 Trust”), the Peter H. Kamin Children’s Trust dated March 1997 (the “1997 Trust”), the Peter H. Kamin GST Trust (the “GST”) and the Peter H. Kamin Family Foundation (the “Foundation”). 3K, Mr. Kamin, the 2003 Trust, the 1997 Trust, the GST and the Foundation (together, the “Investors”). Pursuant to the Purchase Agreement, the Investors have agreed to purchase, subject to the terms and conditions thereof, up to 1,595,744 shares (the “Shares”) of the Company’s Common Stock, at a purchase price of $2.35 per share, for an aggregate purchase price of up to $3,750,000 (the “Stock Sale”). The Company intends to use the proceeds from the Stock Sale to purchase fractional shares of Common Stock resulting from the proposed Reverse Stock Split and for working capital and general corporate purposes. Prior to the closing of the Stock Sale (the “Closing Date”), the Company will determine the number of Shares to be issued (not to exceed 1,595,744 shares) so as to provide the Company with (i) proceeds sufficient to purchase the fractional shares of Common Stock resulting from the proposed Reverse Stock Split and (ii) an additional $500,000 designated for working capital and general corporate purposes. The consummation of the Stock Sale is subject to the satisfaction of customary closing conditions, including receiving the requisite approval by the Company’s stockholders of (i) the terms and conditions of the Purchase Agreement and the proposed Reverse Stock Split and (ii) the filing of a certificate of amendment to the Company’s certificate of incorporation to effect the Reverse Stock Split on the basis of the final split ratio, which final split ratio will be determined by the Board prior to the closing.
In addition, under the terms of the Purchase Agreement, in connection with each annual or special meeting of stockholders of the Company occurring after the Closing Date at which directors of the Company are to be elected, (i) the Company shall include two individuals designated by 3K and satisfying certain eligibility criteria (each, a “3K Director Nominee”) as nominees for election to the Company’s board of directors (the “Board”) in its proxy materials and (ii) the Board shall recommend to the stockholders of the Company the election of such 3K Director Nominees to the Board in the same manner as it recommends the election of the Company’s other director nominees. Additionally, pursuant to the terms of the Purchase Agreement, from and after the Closing Date, the Company shall not, without 3K’s prior written consent, increase the size of the Board to more than five directors. In the event the Company’s stockholders are permitted to elect directors by action by written consent pursuant to the Company’s bylaws and applicable law, the foregoing provisions shall be applied mutatis mutandis in connection with any such action. The Company has also granted the Investors certain indemnification rights with respect to the transactions contemplated by the Purchase Agreement. The Shares will be issued and sold without registration under the Securities Act of 1933, as amended (the “Securities Act”), in reliance on the exemptions provided by Section 4(a)(2) of the Securities Act and/or Regulation D promulgated thereunder and in reliance on similar exemptions under applicable state laws.
The Transaction will be submitted to a vote of the Company’s stockholders at the Annual Meeting pursuant to the terms of the Purchase Agreement and in accordance with the Company’s amended and restated certificate of incorporation. The Board has instructed the Company’s management to prepare and file a preliminary proxy statement with respect to the Transaction. The terms and contemplated timeline of the Transaction, including the manner of determining the fair value for fractional share interests to be cashed out in the Transaction, will be set forth in the preliminary proxy statement and a transaction statement on Schedule 13E-3 filed by the Company outlining the Transaction. The Transaction may be considered a “going private” transaction as defined in Rule 13e-3 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as it is part of a plan to terminate the registration of the Common Stock under Sections 12(b) and 15(d) of the Exchange Act and suspend the Company’s duty to file periodic reports and other information with the SEC under Section 13(a) thereunder, and to delist the Common Stock from the Nasdaq Capital Market. The Board may abandon the Transaction and terminate the Purchase Agreement at any time prior to the filing and effectiveness of the applicable amendments to the Company’s certificate of incorporation, even after stockholder approval.
Revenue decreased 15% for the three months ended June 30, 2024, compared to the same period in 2023, primarily due to a decrease in volumes from the Company’s base business. The Company’s revenues were impacted by lower volumes from customers experiencing the effects of the general economic conditions, continued labor shortage related to hiring and changing customer priorities. For the six months ended June 30, 2024, revenue decreased 12% primarily due to decrease in volumes from the Company’s base business.
Gross profit decreased 25% to $1.6 million for the three months ended June 30, 2024, compared to $2.1 million for the same period in 2023. Cost of revenues decreased by $302 thousand or 9% for the three months ended June 30, 2024, compared to the same period in 2023. Gross profit decreased 14% to $3.7 million for the six months ended June 30, 2024, compared to $4.3 million for the same period in 2023. Cost of revenues decreased by $720 thousand or 10% for the six months ended June 30, 2024, compared to the same period in 2023. The gross profit percentage was 36% for the six months ended June 30, 2024, compared to 37% in the same period in 2023. The decrease was primarily due to increased costs relating to supplies and decreased revenue for the six months ended June 30, 2024.
General and administrative (“G&A”) expenses increased 10% or $150 thousand to $1.6 million for the three months ended June 30, 2024, compared to $1.4 million for the same period in 2023. As a percentage of revenue, G&A expenses were 34% and 26% for the three months ended June 30, 2024, and 2023, respectively. The increase in G&A expenses for the three months ended June 30, 2024, was primarily due to business tax expenses. G&A expenses increased 9% or $288 thousand to $3.4 million for the six months ended June 30, 2024, compared to $3.1 million for the same period in 2023. As a percentage of revenue, G&A expenses were 33% and 27% for the six months ended June 30, 2024, and 2023, respectively. The increase in G&A expenses for the six months ended June 30, 2024, was primarily due to higher costs associated with legal, accounting, consulting fees, and business tax expenses.
Marketing and selling expenses decreased 10% or $75 thousand to $671 thousand for the three months ended June 30, 2024, compared to $746 thousand for the same period in 2023. Total marketing and selling expenses represented 14% and 13% of revenue for the three months ended June 30, 2024, and 2023, respectively. The decrease in marketing and selling was primarily driven by lower personnel costs. Total marketing and selling expenses decreased 11% or $172 thousand to $1.4 million for the six months ended June 30, 2024, compared to $1.5 million for the same period in 2023. Total marketing and selling expenses represented 14% and 13% of revenue for the six months ended June 30, 2024, and 2023, respectively. The decrease in marketing and selling was primarily driven by lower personnel costs.
Research and development (“R&D”) expenses decreased 34% or $97 thousand to $189 thousand for the three months ended June 30, 2024, compared to $286 thousand for the same period in 2023. R&D expenses represented 4% and 5% of revenue for the three months ended June 30, 2024, and 2023, respectively. R&D expenses decreased 32% or $186 thousand to $398 thousand for the six months ended June 30, 2024, compared to $584 thousand for the same period in 2023. R&D expenses represented 4% and 5% of revenue for the six months ended June 30, 2024, and 2023, respectively.
Provision for (benefit from) income taxes consisted primarily of federal and state income taxes in the United States. We estimate income taxes in each of the jurisdictions in which we operate. During the three months ended June 30, 2024, the Company recorded a tax benefit of $71 thousand (effective tax rate of 8%) and a tax benefit of $196 thousand (effective tax rate of 21%) for the comparable period in 2023. During the six months ended June 30, 2024, the Company recorded a provision of $45 thousand (effective tax rate of -0.3%) and a tax benefit of $345 thousand (effective tax rate of 24%) for the comparable period in 2023.
LIQUIDITY AND CAPITAL RESOURCES
At June 30, 2024, the Company had approximately $1.4 million of cash and cash equivalents. The Company's operating activities used net cash of $353 thousand for the six months ended June 30, 2024. Investing activities provided $32 thousand of net cash while financing activities used $209 thousand of net cash for the six months ended June 30, 2024.
Cash used in operating activities of $353 thousand reflected net loss of $1.5 million adjusted for depreciation and amortization of $625 thousand, ROU asset amortization of $590 thousand and stock-based compensation of $584 thousand offset by a net change in operating assets and liabilities of $637 thousand.
Cash provided by investing activities of $32 thousand was primarily related to rent deposit used to offset the lease termination.
Cash used in financing activities of $209 thousand was primarily related to payments on equipment debt financing.
Contractual obligations and other commercial commitments as of June 30, 2024, included legal settlement commitments, operating lease commitments, and outstanding debt, described in Notes 6, 7, and 8, respectively of the Notes to Condensed Consolidated Financial Statements.
While management currently believes that its existing funds and cash flow from operations should be adequate to fund the Company’s business for at least the next 12 months, economic conditions could adversely affect the Company’s future operating results and cash flows. Depending upon the Company’s 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 but are not limited to, issuance of common stock or debt financing, lines of credit, or equipment leasing, although there is no assurance that such financings will be available to the Company on terms it deems acceptable, if at all.
Item 4. Controls and Procedures
As of the end of the period covered by this report (the “evaluation date”) the Company’s management under the supervision and with the participation of the Company’s Chief Executive Officer and the Company’s Vice President of Finance performed an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act. Based upon that evaluation, the Chief Executive Officer and the Vice President of Finance concluded as of the evaluation date, that the Company’s disclosure controls and procedures were 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 SEC’s rules and forms, and that its disclosure controls and procedures were also effective to ensure that information required to be disclosed in the reports that it files or submits under the Exchange Act is accumulated and communicated to management, including the Company’s principal executive and principal financial officers, to allow timely decisions regarding required disclosure.
There has been no significant change in the Company’s internal control over financial reporting during the most recent fiscal quarter that has materially affected or is reasonably likely to materially affect the Company’s internal control over financial reporting.
Information pertaining to legal proceedings can be found in Item 1. Financial Statements and Supplementary Data – Note 6 “Commitments and Contingencies”.
Item 1A. of our Annual Report on Form 10-K for the year ended December 31, 2023, includes a discussion of our risk factors. There have been no material changes in the risk factors described in such report.
Risks Related to the Company’s Stock
Subject to stockholder approval, the board of directors of the Company has approved a plan to effectuate a reverse/forward stock split to reduce the number of record holders of the Company’s Common Stock and to terminate the registration of the Company’s Common Stock under the Exchange Act.
If the proposed reverse/forward stock split is effected, the Company intends to terminate the registration of its Common Stock under the Exchange Act. Following deregistration, the Company will no longer file annual reports on Form 10-K, quarterly reports on Form 10-Q, and current reports on Form 8-K. Accordingly, there will be significantly less information regarding the Company available to stockholders and potential investors. In addition, the Company will no longer be subject to the provisions of the Sarbanes-Oxley Act and certain of the liability provisions of the Exchange Act, although the Company will still be subject to the antifraud provisions of the Exchange Act and any applicable state securities laws. Following deregistration, the Company’s executive officers, directors and 10% stockholders will no longer be required to file reports relating to their transactions in the Common Stock with the SEC. In addition, the Company’s executive officers, directors and 10% stockholders will no longer be subject to the recovery of short-swing profits provision of the Exchange Act, and persons acquiring 5% of the Common Stock will no longer be required to report their beneficial ownership under the Exchange Act. In addition, as soon as practicable following the effective time of the reverse/forward stock split, the Company plans to delist its Common Stock from the Nasdaq Stock Market. Any trading in our common stock after the deregistration and delisting would only occur in privately negotiated sales or potentially on the OTC Pink Market, if one or more brokers chooses to make a market for our Common Stock there and complies with applicable regulatory requirements; however, there can be no assurances regarding any such trading. The lack of public information and increased illiquidity will make trading in our shares of Common Stock more difficult, which may cause the value of our Common Stock to decrease.
The Company will file a preliminary proxy statement that includes important information regarding the foregoing. Stockholders are urged to read the definitive proxy statement carefully.
Item 2. Unregistered Sales of Equity Securities, Use of Proceeds and Issuer Purchases of Equity Securities
There were no purchases of treasury stock in the first six months of 2024.
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Certification of Vice President of Finance Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
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101.INS |
Inline XBRL Instance Document |
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101.SCH |
Inline XBRL Taxonomy Extension Schema |
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101.CAL |
Inline XBRL Taxonomy Extension Calculation Linkbase |
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101.DEF |
Inline XBRL Taxonomy Extension Definition Linkbase |
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101.LAB |
Inline XBRL Taxonomy Extension Label Linkbase |
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101.PRE |
Inline XBRL Taxonomy Extension Presentation Linkbase |
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104 |
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |
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.
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PSYCHEMEDICS CORPORATION |
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Date: August 13, 2024 |
By: /s/ Brian Hullinger |
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Brian Hullinger |
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President and Chief Executive Officer (Principal Executive Officer) |
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Date: August 13, 2024 |
By: /s/ Daniella Mehalik |
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Daniella Mehalik |
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Vice President of Finance (Principal Financial and Accounting Officer) |