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x
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Quarterly
report pursuant to Section 13 or 15 (d) of the Securities Exchange Act of
1934
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¨
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Transition
report pursuant to Section 13 or 15 (d) of the Securities Exchange Act of
1934
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Delaware
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58-1701987
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(State
or Other Jurisdiction of
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(I.R.S.
Employer Identification No.)
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Incorporation
or Organization)
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125
Nagog Park
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Acton,
MA
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01720
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(Address
of Principal Executive Offices)
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(Zip
Code)
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Large
accelerated filer
¨
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Accelerated
filer
¨
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Non-accelerated
filer
¨
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Smaller
Reporting Company
x
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(Do
not check if smaller reporting
Company)
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Page
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Condensed
Balance Sheets as of June 30, 2010 and December 31,
2009
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3
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Condensed
Statements of Income for the Three and Six Months Ended June 30, 2010 and
2009
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4
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Condensed
Statements of Cash Flows for the Six Months Ended June 30, 2010 and
2009
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5
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Notes
to Condensed Financial Statements
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6
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Overview
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12
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Results
of Operations
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13
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Liquidity
and Capital Resources
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14
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Critical
Accounting Policies and Estimates
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16
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18
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18
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19
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19
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19
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19
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Signatures
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20
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Exhibit
Index
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June 30,
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December 31,
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|||||||
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2010
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2009
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|||||||
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ASSETS
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||||||||
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Current
Assets:
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||||||||
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Cash
and cash equivalents
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$ | 2,674,364 | $ | 4,840,367 | ||||
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Short-term
investments
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2,016,078 | 1,006,436 | ||||||
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Accounts
receivable, net of allowance for doubtful accounts
$98,937 in 2010 and $134,282 in 2009 |
4,268,329 | 3,016,084 | ||||||
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Prepaid
expenses
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656,584 | 573,191 | ||||||
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Other
current assets
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247,418 | 90,242 | ||||||
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Deferred
tax assets
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265,826 | 253,221 | ||||||
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Total
Current Assets
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10,128,599 | 9,779,541 | ||||||
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Fixed
Assets:
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||||||||
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Equipment
& leasehold improvements
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11,148,837 | 10,912,906 | ||||||
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Less
accumulated depreciation
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(10,505,375 | ) | (10,381,599 | ) | ||||
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Net
Fixed Assets
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643,462 | 531,307 | ||||||
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Deferred
tax asset, long term
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204,764 | 204,764 | ||||||
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Other
assets
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85,556 | 86,814 | ||||||
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Total
Assets
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$ | 11,062,381 | $ | 10,602,426 | ||||
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LIABILITIES
AND SHAREHOLDERS' EQUITY
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||||||||
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Current
Liabilities:
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||||||||
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Accounts
payable
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$ | 269,682 | $ | 180,784 | ||||
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Accrued
expenses
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910,283 | 759,067 | ||||||
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Accrued
income taxes
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262,649 | 331,831 | ||||||
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Deferred
revenue
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22,275 | 36,360 | ||||||
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Total
Current Liabilities
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1,464,889 | 1,308,042 | ||||||
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Commitments
and Contingencies
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||||||||
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Shareholders'
Equity:
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||||||||
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Preferred-stock,
$0.005 par value, 872,521 shares authorized,
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||||||||
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no
shares issued or outstanding
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— | — | ||||||
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Common stock, $0.005
par value, 50,000,000 shares authorized,
5,877,358 shares issued in 2010 and 5,861,872 shares issued in 2009 |
29,387 | 29,309 | ||||||
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Paid-in
capital
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27,592,248 | 27,419,359 | ||||||
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Less
- Treasury stock, at cost, 664,523 shares
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(10,053,364 | ) | (10,053,364 | ) | ||||
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Accumulated
deficit
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(7,970,779 | ) | (8,100,920 | ) | ||||
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Total
Shareholders' Equity
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9,597,492 | 9,294,384 | ||||||
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Total
Liabilities & Shareholders' Equity
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$ | 11,062,381 | $ | 10,602,426 | ||||
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3 Months Ended
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6 Months Ended
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|||||||||||||||
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June 30,
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June 30,
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June 30,
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June 30,
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|||||||||||||
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2010
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2009
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2010
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2009
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|||||||||||||
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Revenues
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$ | 5,422,120 | $ | 3,934,923 | $ | 9,886,363 | $ | 8,013,760 | ||||||||
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Costs
of revenues
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2,042,225 | 1,829,097 | 3,952,879 | 3,816,008 | ||||||||||||
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Gross
profit
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3,379,895 | 2,105,826 | 5,933,484 | 4,197,752 | ||||||||||||
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Operating
expenses:
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||||||||||||||||
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General
& administrative
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938,269 | 879,367 | 1,909,883 | 1,921,861 | ||||||||||||
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Marketing
& selling
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751,746 | 810,934 | 1,375,377 | 1,682,399 | ||||||||||||
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Research
& development
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125,429 | 117,517 | 247,911 | 242,563 | ||||||||||||
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Total
operating expenses
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1,815,444 | 1,807,818 | 3,533,171 | 3,846,823 | ||||||||||||
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Operating
income
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1,564,451 | 298,008 | 2,400,313 | 350,929 | ||||||||||||
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Interest
income
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6,306 | 7,083 | 14,482 | 22,589 | ||||||||||||
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Net
income before provision for income taxes
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1,570,757 | 305,091 | 2,414,795 | 373,518 | ||||||||||||
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Provision
for income taxes
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697,817 | 130,710 | 1,035,432 | 160,613 | ||||||||||||
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Net
income
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$ | 872,940 | $ | 174,381 | $ | 1,379,363 | $ | 212,905 | ||||||||
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Basic
net income per share
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$ | 0.17 | $ | 0.03 | $ | 0.27 | $ | 0.04 | ||||||||
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Diluted
net income per share
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$ | 0.17 | $ | 0.03 | $ | 0.26 | $ | 0.04 | ||||||||
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Dividends
declared per share
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$ | 0.12 | $ | 0.12 | $ | 0.24 | $ | 0.29 | ||||||||
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Weighted
average common shares outstanding, basic
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5,206,085 | 5,178,545 | 5,201,741 | 5,184,612 | ||||||||||||
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Weighted
average common shares outstanding, diluted
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5,219,845 | 5,190,632 | 5,212,949 | 5,197,487 | ||||||||||||
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Six Months Ended June 30,
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||||||||
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2010
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2009
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|||||||
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CASH
FLOWS FROM OPERATING ACTIVITIES:
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Net
income
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$ | 1,379,363 | $ | 212,905 | ||||
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Adjustments
to reconcile net income to net cash provided by operating
activities:
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||||||||
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Depreciation
and amortization
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125,034 | 184,806 | ||||||
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Stock-based
compensation
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222,228 | 207,242 | ||||||
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Deferred
income tax
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(12,605 | ) | (81,685 | ) | ||||
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Changes
in assets and liabilities
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||||||||
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Accounts
receivable
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(1,252,245 | ) | 569,514 | |||||
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Prepaid
expenses and other current assets
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(240,569 | ) | (7,946 | ) | ||||
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Accounts
payable
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88,898 | (291,657 | ) | |||||
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Accrued
expenses
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151,216 | (486,369 | ) | |||||
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Accrued
income tax
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(69,182 | ) | — | |||||
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Deferred
revenue
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(14,085 | ) | (95,175 | ) | ||||
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Net
cash provided by operating activities
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378,053 | 211,635 | ||||||
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CASH
FLOWS USED IN INVESTING ACTIVITIES:
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||||||||
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Purchases
of short-term investments
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(1,009,642 | ) | — | |||||
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Purchases
of equipment and leasehold improvements
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(235,931 | ) | (30,495 | ) | ||||
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Other
assets
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— | (10,954 | ) | |||||
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Net
cash used in investing activities
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(1,245,573 | ) | (41,449 | ) | ||||
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CASH
FLOWS FROM FINANCING ACTIVITIES:
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||||||||
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Proceeds
from issuance of stock, net of tax withholding
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(49,261 | ) | — | |||||
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Acquisition
of treasury stock
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— | (79,407 | ) | |||||
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Cash
dividends paid
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(1,249,222 | ) | (1,766,776 | ) | ||||
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Net
cash used in financing activities
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(1,298,483 | ) | (1,846,183 | ) | ||||
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Net
decrease in cash
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(2,166,003 | ) | (1,675,997 | ) | ||||
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CASH
AND CASH EQUIVALENTS, beginning of period
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4,840,367 | 6,630,119 | ||||||
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CASH
AND CASH EQUIVALENTS, end of period
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$ | 2,674,364 | $ | 4,954,122 | ||||
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SUPPLEMENTAL
DISCLOSURES OF CASH FLOW INFORMATION:
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||||||||
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Cash
paid for income taxes
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$ | 615,000 | $ | — | ||||
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1.
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Interim
Financial Statements
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2.
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Cash,
Cash Equivalents & Short-Term
Investments
|
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3.
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Stock-Based
Compensation
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3
.
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Stock-Based Compensation
(continued)
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Number
of
Shares
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Aggregate
Intrinsic
Value (1)
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|||||||
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(000s)
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||||||||
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Unvested,
December 31, 2009
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42,600 | |||||||
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Granted
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94,000 | |||||||
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Forfeited/expired
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(6,064 | ) | ||||||
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Converted
to common stock
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(15,486 | ) | ||||||
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Unvested,
June 30, 2010
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115,050 | $ | 918 | |||||
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Available
for grant, June 30, 2010
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64,100 | |||||||
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(1)
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The
aggregate intrinsic value on this table was calculated based on the
closing market value of the Company’s stock on June 30, 2010
($7.98).
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3.
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Stock-Based
Compensation (continued)
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Number
of
Shares
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Weighted
Average
Exercise
Price Per
Share
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Weighted
Average
Remaining
Contractual
Life
|
Aggregate
Intrinsic
Value (2)
|
||||||||||
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(000s)
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|||||||||||||
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Outstanding,
December 31, 2009
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336,921 | $ | 14.80 | ||||||||||
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Granted
|
- | - | |||||||||||
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Exercised
|
- | - | |||||||||||
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Terminated/Expired
|
47,550 | $ | 19.92 | ||||||||||
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Outstanding,
June 30, 2010
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289,371 | $ | 13.96 |
4.2
years
|
$ | - | |||||||
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Exercisable,
June 30, 2010
|
289,371 | $ | 13.96 |
4.2
years
|
$ | - | |||||||
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Available
for grant, June 30, 2010
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- | ||||||||||||
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(2)
|
The
aggregate intrinsic value on this table was calculated based on the
amount, if any, by which the closing market value of the Company’s stock
on the June 30, 2010 ($7.98) exceeded the exercise price of the underlying
options, multiplied by the number of shares subject to each
option.
|
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4.
|
Basic
and Diluted Net Income Per Share
|
|
Three Months Ended
|
Six Months Ended
|
|||||||||||||||
|
June 30,
|
June 30,
|
June 30,
|
June 30,
|
|||||||||||||
|
2010
|
2009
|
2010
|
2009
|
|||||||||||||
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(in
thousands)
|
||||||||||||||||
|
Weighted
average common shares
|
5,206 | 5,179 | 5,202 | 5,185 | ||||||||||||
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Common
equivalent shares
|
14 | 12 | 11 | 12 | ||||||||||||
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Weighted
average common shares outstanding, assuming dilution
|
5,220 | 5,191 | 5,213 | 5,197 | ||||||||||||
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5.
|
Revenue
Recognition
|
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6.
|
Fair
Value Measurements
|
|
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·
|
Level
1 inputs are
unadjusted quoted prices in active markets that are accessible at the
measurement date for identical assets and
liabilities.
|
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·
|
Level 2
inputs are
quoted prices for similar assets and liabilities in markets that are not
active or for which all significant inputs are observable, either directly
or indirectly.
|
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·
|
Level 3
inputs are
prices or valuations that require inputs that are both significant to the
fair value measurement and
unobservable.
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7.
|
Recent
Accounting Pronouncements
|
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8.
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Commitments
and Contingencies
|
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9.
|
Subsequent
Event - Dividends
|
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Less Than
One Year
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1-3
Years
|
4-5
years
|
After 5
Years
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Total
|
||||||||||||||||
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(in
thousands)
|
||||||||||||||||||||
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Operating
leases
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$ | 471 | $ | 675 | $ | 137 | $ | - | $ | 1,283 | ||||||||||
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Purchase
commitment
|
235 | - | - | - | 235 | |||||||||||||||
| $ | 706 | $ | 675 | $ | 137 | $ | - | $ | 1,518 | |||||||||||
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(a)
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All
of management’s nominees for directors, as listed in the proxy statement,
were elected with the following
votes:
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Number of Shares
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||||||
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Name
|
For
|
Withheld
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Broker Non-
Votes
|
|||
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Raymond
C. Kubacki, Jr
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3,535,026
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132,987
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821,027
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|||
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Harry
F. Connick
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3,660,930
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7,623
|
821,027
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|||
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Walter
S. Tomenson, Jr.
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3,533,561
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134,452
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821,027
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|||
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Fred
J. Weinert
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3,454,115
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213,898
|
821,027
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|||
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(b)
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Management’s
proposal to ratify the appointment of BDO Seidman LLP as the Company’s
independent registered public accounting firm for 2010 was
approved.
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Number
of Shares
|
||||
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For
|
Against
|
Abstain
|
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4,471,981
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13,121
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3,938
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Psychemedics
Corporation
|
||
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Date: August
13, 2010
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By:
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/s/ Raymond C. Kubacki,
Jr.
|
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Raymond
C. Kubacki, Jr.
|
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|
Chairman
and Chief Executive Officer
|
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(principal
executive officer)
|
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Date: August
13, 2010
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By:
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/s/ Raymond J. Ruddy
|
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Raymond
J. Ruddy
|
||
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Vice
President of Finance and Controller
|
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(principal
accounting officer)
|
||
|
Page No.
|
||
|
10.1
|
Employment
offer letter with James Dyke dated April 7, 2010
|
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10.2
|
Change
in control severance agreement with James V. Dyke
|
|
|
dated
April 7, 2010
|
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31.1
|
Certification
of Chief Executive Officer Pursuant to
|
|
|
Section
302 of the Sarbanes-Oxley Act of 2002
|
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31.2
|
Certification
of Principal Accounting Officer Pursuant to
|
|
|
Section
302 of the Sarbanes-Oxley Act of 2002
|
|
|
|
32.1
|
Certification
of Chief Executive Officer Pursuant to
|
|
|
18
U.S.C. Section 1350 as Adopted Pursuant to
|
||
|
Section
906 of the Sarbanes-Oxley Act of 2002
|
|
|
|
32.2
|
Certification
of Principal Accounting Officer Pursuant to
|
|
|
18
U.S.C. Section 1350 as Adopted Pursuant to
|
||
|
Section
906 of the Sarbanes-Oxley Act of 2002
|
|
No information found
* THE VALUE IS THE MARKET VALUE AS OF THE LAST DAY OF THE QUARTER FOR WHICH THE 13F WAS FILED.
| FUND | NUMBER OF SHARES | VALUE ($) | PUT OR CALL |
|---|
| DIRECTORS | AGE | BIO | OTHER DIRECTOR MEMBERSHIPS |
|---|
No information found
No Customers Found
No Suppliers Found
Price
Yield
| Owner | Position | Direct Shares | Indirect Shares |
|---|