10-K 1 f10k_032621p.htm FORM 10-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K

☒

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Fiscal Year Ended December 31, 2020

☐

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number: 1-13738

PSYCHEMEDICS CORPORATION

(Exact Name of Registrant as Specified in Its Charter)

Delaware		58-1701987
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification No.)

289 Great Road
Acton, Massachusetts

01720

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s Telephone Number Including Area Code: (978) 206-8220

Securities registered pursuant to Section 12(b) of the Act:

Title of Class	Trading Symbol(s)	Name of each exchange on which registered
Common stock. $0.005 par value	PMD	The Nasdaq Stock Market, LLC.

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by a check mark if the registrant is a well-known seasoned issuer (as defined in Rule 405 of the Securities Exchange Act of 1934). Yes ☐ No ☒

Indicate by a check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934). Yes ☐ No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files.) Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or emerging growth company. See definitions of “accelerated filer”, “large accelerated filer”, “non-accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Securities Exchange Act of 1934.

Large Accelerated Filer	☐	Accelerated Filer	☐	Non-Accelerated Filer	☒
Smaller Reporting Company	☒	Emerging Growth Company	☐

If an emerging growth company, indicate by check mark 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 a check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Securities and Exchange Act of 1934). Yes ☐ No ☒

As of June 30, 2020, there were 5,526,493 shares of Common Stock of the Registrant outstanding. The aggregate market value of the Common Stock of the Registrant held by non-affiliates (assuming for these purposes, but not conceding, that all executive officers, directors and 5% shareholders are “affiliates” of the Registrant) as of June 30, 2020 was approximately $22 million, computed based upon the closing price of $5.55 per share on June 30, 2020.

As of March 26, 2021, there were 5,536,493 shares of Common Stock of the Registrant outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

Part III of this Annual Report on Form 10-K incorporates by reference portions of the Registrant’s definitive proxy statement, to be filed with the Securities and Exchange Commission no later than 120 days after the close of its fiscal year; provided that if such proxy statement is not filed with the Commission in such 120-day period, an amendment to this Form 10-K shall be filed no later than the end of the 120-day period.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

Some of the statements under “Business,” “Risk Factors,” “Legal Proceedings,” “Market for Registrant’s Common Stock and Related Stockholder Matters” and “Management Discussion and Analysis of Financial Condition and Results of Operations” and elsewhere in this Annual Report on Form 10-K (this “Form 10-K”) constitute forward-looking statements under Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, including statements made with respect to future earnings, earnings per share, revenues, operating income, cash flows, competitive and strategic initiatives, potential stock repurchases, liquidity needs, dividends, future business, growth opportunities, profitability, pricing, new accounts, customer base, market share, test volume, sales volume, sales and marketing strategies, repayment under the Paycheck Protection Program (“PPP”) Loan, U.S. and foreign drug testing laws and regulations and the enforcement of such laws and regulations, required investments in plant, equipment and people, new test development, and contingencies, including litigation results. These statements involve known and unknown risks, uncertainties and other factors that may cause results, levels of activity, growth, performance, earnings per share or achievements to be materially different from any future results, levels of activity, growth, performance, earnings per share or achievements expressed or implied by such forward-looking statements.

The forward-looking statements included in this Form 10-K and referred to elsewhere are related to future events or our strategies or future financial performance. In some cases, you can identify forward-looking statements by terminology such as “may,” “should,” “believe,” “anticipate,” “future,” “potential,” “estimate,” “encourage,” “opportunity,” “growth,” “leader,” “could”, “expect,” “intend,” “plan,” “expand,” “focus,” “through,” “strategy,” “provide,” “offer,” “allow,” “commitment,” “implement,” “result,” “increase,” “establish,” “perform,” “make,” “continue,” “can,” “ongoing,” “include” or the negative of such terms or comparable terminology. All forward-looking statements included in this Form 10-K are based on information available to us as of the filing date of this report, and the Company assumes no obligation to update any such forward-looking statements. Our actual results could differ materially from the forward-looking statements.

Factors that may cause such differences include but are not limited to: (1) intense competition in the drug testing industry, particularly among companies that test utilizing hair samples; (2) risks associated with the development of markets for new products and services offered; (3) pricing policies; (4) risks associated with capacity expansion; (5) risks associated with U.S. government regulations, including, but not limited to, Food and Drug Administration (the “FDA”) regulations, (6) risks associated with our international operations, including, but not limited to, Brazilian laws, proposed laws and regulations, market development and currency risks; (7) Psychemedics' ability to maintain its reputation and brand image; (8) the ability of Psychemedics to achieve its business plans, productivity improvements, cost controls, leveraging of its global operating platform, and acceleration of the rate of innovation; (9) the direct and indirect impact of coronavirus (“COVID-19”) pandemic on our business and operations; (10) information technology system failures and data security breaches; (11) the uncertain global economy; (12) our ability to attract, develop and retain executives and other qualified employees and independent contractors, including distributors; (13) Psychemedics' ability to obtain and protect intellectual property rights; (14) litigation risks; and (15) changes in economic conditions which affect demand for our products and services.

Additional important factors that could cause actual results to differ materially from expectations reflected in our forward-looking statements include those described in Item 1A, “Risk Factors.”

	PSYCHEMEDICS CORPORATION

	FORM 10-K ANNUAL REPORT
	For the Year Ended December 31, 2020 TABLE OF CONTENTS

PART I		Page
Item 1.	Business	1
Item 1A.	Risk Factors	6
Item 1B.	Unresolved Staff Comments	11
Item 2.	Properties	11
Item 3.	Legal Proceedings	11
Item 4.	Mine Safety Disclosures	11
PART II
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	12
Item 6.	Selected Financial Data	13
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	14
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	18
Item 8.	Financial Statements and Supplementary Data	19
Item 9.	Changes in and Disagreements With Accountants on Accounting and Financial Disclosure	38
Item 9A.	Controls and Procedures	38
Item 9B.	Other Information	39
PART III
Item 10.	Directors, Executive Officers and Corporate Governance	39
Item 11.	Executive Compensation	40
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	40
Item 13.	Certain Relationships and Related Transactions, and Director Independence	40
Item 14.	Principal Accountant Fees and Services	40
PART IV
Item 15.	Exhibits and Financial Statement Schedules	40
Item 16.	Form 10-K Summary	40
	Signatures	41
	Power of Attorney	48

	High		Low		Dividends
Fiscal 2020:
First Quarter	$	10.69	$	4.54	$	0.18
Second Quarter		6.79		4.89		-
Third Quarter		6.35		4.33		-
Fourth Quarter		5.44		3.58		-
Fiscal 2019:
First Quarter	$	19.64	$	13.68	$	0.18
Second Quarter		14.67		9.25		0.18
Third Quarter		10.36		7.12		0.18
Fourth Quarter		9.80		8.30		0.18

	2015	2016	2017	2018	2019	2020
PSYCHEMEDICS CORPORATION	100.00	249.31	214.60	175.15	115.98	77.71
RUSSELL 2000 INDEX	100.00	119.48	135.18	118.72	146.89	173.86
NASDAQ COMPOSITE INDEX	100.00	107.50	137.86	132.51	179.19	257.38

	Year Ended December 31,
	2020			2019		2018		2017		2016
	(In thousands, except for per share data)
Revenue	$	21,360		$	37,678	$	42,674	$	39,701	$	38,980
Gross profit		4,886			16,444		20,618		19,822		21,450
(Loss) income from operations		(6,066	)		2,998		7,610		8,157		10,110
Net (loss) income		(3,859	)		1,542		4,584		6,121		6,678
Total assets		24,003			27,531		24,974		26,508		25,032
Working capital		5,657			7,016		9,810		9,640		6,359
Shareholders’ equity		12,512			16,820		18,747		18,620		15,607
Basic net (loss) income per share	$	(0.70	)	$	0.28	$	0.83	$	1.12	$	1.23
Diluted net (loss) income per share	$	(0.70	)	$	0.28	$	0.83	$	1.10	$	1.22
Cash dividends declared per common share	$	0.18		$	0.72	$	0.69	$	0.60	$	0.60

	2020			2019		Change			%
Revenues	$	21,360		$	37,678	$	(16,318	)		-43	%
Cost of revenues		16,474			21,234		(4,760	)		-22	%
Gross profit		4,886			16,444		(11,558	)		-70	%

Operating Expenses:
General & administrative		6,095			7,221		(1,126	)		-16	%
Marketing & selling		3,577			4,658		(1,081	)		-23	%
Research & development		1,280			1,567		(287	)		-18	%
Total Operating Expenses		10,952			13,446		(2,494	)		-19	%
Operating (loss) income		(6,066	)		2,998		(9,064	)		-302	%
Other (expense) income		(140	)		58		(198	)		-341	%
Net (loss) income before provision for income taxes		(6,206	)		3,056		(9,262	)		-303	%
(Benefit from) provision for income taxes		(2,347	)		1,514		(3,861	)		-255	%
Net (loss) income	$	(3,859	)	$	1,542	$	(5,401	)		-350	%

	Page
Report of Independent Registered Public Accounting Firm		20
Consolidated Balance Sheets as of December 31, 2020 and 2019		21
Consolidated Statements of Operations and Comprehensive Income (Loss) for the Years Ended December 31, 2020, 2019 and 2018		22
Consolidated Statements of Shareholders’ Equity for the Years Ended December 31, 2020, 2019 and 2018		23
Consolidated Statements of Cash Flows for the Years Ended December 31, 2020, 2019 and 2018		24
Notes to Consolidated Financial Statements		25

	December 31,			December 31,
	2020			2019
ASSETS
Current Assets:
Cash and cash equivalents	$	2,833		$	7,283
Accounts receivable, net of allowance for doubtful accounts of $37 and $45 at December 31, 2020 and 2019, respectively		3,356			3,780
Prepaid expenses and other current assets		914			1,306
Income tax receivable		2,495			482

Total Current Assets		9,598			12,851

Property and equipment:
Computer software		4,422			4,166
Office furniture and equipment		2,139			2,124
Laboratory equipment		15,978			16,195
Leasehold improvements		3,629			4,574
		26,168			27,059
Accumulated depreciation and amortization		(16,937	)		(16,197	)
		9,231			10,862
Other assets		888			943
Operating lease right-of-use assets		4,286			2,875

Total Assets	$	24,003		$	27,531

LIABILITIES AND SHAREHOLDERS' EQUITY

Current Liabilities:
Accounts payable	$	577		$	617
Accrued expenses		1,801			3,577
Current portion of long-term debt		688			678
Current portion of operating lease liabilities		875			963

Total Current Liabilities		3,941			5,835

Long-term debt		3,444			1,951
Deferred tax liabilities, long-term		211			550
Long-term portion of operating lease liabilities		3,895			2,375
Total Liabilities		11,491			10,711

Commitments and Contingencies (Note 9)
Shareholders' Equity:
Preferred stock, $0.005 par value, 873 shares authorized,no shares issued or outstanding		-			-
Common stock, $0.005 par value; 50,000 shares authorized 6,205 shares and 6,185 shares issued at December 31, 2020 and 2019, respectively, 5,537 shares outstanding and 5,517 shares outstanding at December 31, 2020 and 2019, respectively		31			31
Additional paid-in capital		32,803			32,249
Less - Treasury stock, at cost, 668 shares		(10,082	)		(10,082	)
Accumulated deficit		(8,606	)		(3,754	)
Accumulated other comprehensive loss		(1,634	)		(1,624	)

Total Shareholders' Equity		12,512			16,820

Total Liabilities and Shareholders' Equity	$	24,003		$	27,531

	Year Ended December 31,
	2020			2019			2018

Revenues	$	21,360		$	37,678		$	42,674
Cost of revenues		16,474			21,234			22,056
Gross profit		4,886			16,444			20,618

Operating Expenses:
General & administrative		6,095			7,221			6,430
Marketing & selling		3,577			4,658			5,027
Research & development		1,280			1,567			1,551
Total Operating Expenses		10,952			13,446			13,008
Operating (loss) income		(6,066	)		2,998			7,610
Other (expense) income		(140	)		58			43
Net (loss) income before provision for income taxes		(6,206	)		3,056			7,653
(Benefit from) provision for income taxes		(2,347	)		1,514			3,069
Net (loss) income	$	(3,859	)	$	1,542		$	4,584

Other Comprehensive (Loss) Income:
Foreign currency translation, net of taxes		(10	)		(225	)		(1,161	)
Total Comprehensive (Loss) Income	$	(3,869	)	$	1,317		$	3,423

Basic net (loss) income per share	$	(0.70	)	$	0.28		$	0.83

Diluted net (loss) income per share	$	(0.70	)	$	0.28		$	0.83

Dividends declared per share	$	0.18		$	0.72		$	0.69

Weighted average common shares outstanding:
Basic		5,524			5,514			5,502
Diluted		5,524			5,525			5,547

	Common Stock							Treasury Stock								Accumulated Other
			$0.005		Paid-In								Accumulated			Comprehensive
	Shares		par Value		Capital			Shares		Cost			Deficit			Income (loss)			Total

BALANCE, December 31, 2017		6,160	$	31	$	31,022			668	$	(10,082	)	$	(2,113	)	$	(238	)	$	18,620
Shares issued – vested		15		-		-			-		-			-			-			-
Tax withholding related to vested shares from employee stock plans		-		-		(93	)		-		-			-			-			(93	)
Stock compensation expense		-		-		594			-		-			-			-			594
Cash dividends declared ($0.69 per share)		-		-		-			-		-			(3,797	)		-			(3,797	)
Net income		-		-		-			-		-			4,584			-			4,584
Foreign currency translation, net of taxes		-		-		-			-		-			-			(1,161	)		(1,161	)
BALANCE, December 31, 2018		6,175		31		31,523			668		(10,082	)		(1,326	)		(1,399	)		18,747
Shares issued – vested		10		-		-			-		-			-						-
Tax withholding related to vested shares from employee stock plans		-		-		(33	)		-		-			-			-			(33	)
Stock compensation expense		-		-		759			-		-			-			-			759
Cash dividends declared ($0.72 per share)		-		-		-			-		-			(3,970	)		-			(3,970	)
Net income		-		-		-			-		-			1,542			-			1,542
Foreign currency translation, net of taxes		-		-		-			-		-			-			(225	)		(225	)
BALANCE, December 31, 2019		6,185		31		32,249			668		(10,082	)		(3,754	)		(1,624	)		16,820
Shares issued – vested		20		-		-			-		-			-						-
Tax withholding related to vested shares from employee stock plans		-		-		(9	)		-		-			-			-			(9	)
Stock compensation expense		-		-		563			-		-			-			-			563
Cash dividends declared ($0.18 per share)		-		-		-			-		-			(993	)		-			(993	)
Net loss		-		-		-			-		-			(3,859	)		-			(3,859	)
Foreign currency translation, net of taxes		-		-		-			-		-			-			(10	)		(10	)
BALANCE, December 31, 2020		6,205	$	31	$	32,803			668	$	(10,082	)	$	(8,606	)	$	(1,634	)	$	12,512

Computer software (years)	3	to	5
Office furniture and equipment (years)	3	to	7
Laboratory equipment (years)	5	to	7
Leasehold improvements	Lesser of estimated useful life or lease term

Stock-Based Compensation
	Year Ended December 31,
	2020		2019		2018
Cost of revenues	$	50	$	59	$	62
General & administrative		380		579		436
Marketing & selling		74		54		29
Research & development		59		67		67
Total stock compensation	$	563	$	759	$	594

	As of December 31,
		2020			2019
Balance, beginning of period	$	45		$	67
Provision for doubtful accounts		22			11
Write-offs		(30	)		(33	)
Balance, end of period	$	37		$	45

Grant Date	Type	Shares		Fair Value Per Share⁽¹⁾
December 16, 2020	SUA	5	$	4.71
November 11, 2020	Options	40	$	1.13
November 11, 2020	SUA	190	$	4.07
May 3, 2019	Options	192	$	2.99
May 3, 2019	SUA	18	$	10.60
July 24, 2018	Options	2	$	5.49
May 3, 2018	SUA	6	$	21.04
May 3, 2018	Options	117	$	5.69

	Number of Shares			Weighted Average Exercise Price Per Share		Weighted Average Remaining Contractual Life (years)		Aggregate Intrinsic Value⁽²⁾
Outstanding, December 31, 2019		584		$	14.94		7.9	$	-
Granted		40		$	4.14
Exercised		-							-
Forfeited		(20	)	$	3.21
Outstanding, December 31, 2020		604		$	14.31		7.0	$	-

Exercisable, December 31, 2020		424		$	14.55		6.7	$	35

				Weighted		Weighted
	Number of			Average Price		Average Fair
	Shares			per Share⁽³⁾		Value⁽³⁾
Outstanding & Unvested, December 31, 2019		24		$	12.84	$	311
Granted		195		$	4.07	$	794
Converted to common stock		(20	)	$	13.00	$	(254	)
Cancelled		(1	)	$	20.24	$	(20	)
Forfeited		(32	)	$	5.12	$	(162	)
Outstanding & Unvested, December 31, 2020		166		$	4.50	$	745

2021	$	1,041
2022		1,028
2023		1,096
2024		1,035
2025		593
2026		458
Total Lease Payments		5,251
Less Interest:		(481	)
Present value of lease liabilities	$	4,770

Current operating lease liabilities	$	875
Long-term operating lease liabilities		3,895
Total	$	4,770

	Quarter Ended - 2020
	MAR 31			JUN 30			SEP 30			DEC 31
Revenues	$	7,537		$	3,314		$	5,174		$	5,335
Gross profit		2,728			(252	)		1,133			1,277
Loss from operations		(242	)		(3,306	)		(1,409	)		(1,109	)
Net loss		(159	)		(2,050	)		(1,107	)		(543	)
Basic net loss per share	$	(0.03	)	$	(0.37	)	$	(0.20	)	$	(0.10	)
Diluted net loss per share	$	(0.03	)	$	(0.37	)	$	(0.20	)	$	(0.10	)

	Quarter Ended - 2019
	MAR 31		JUN 30		SEP 30		DEC 31
Revenues	$	9,822	$	9,289	$	9,852	$	8,715
Gross profit		4,408		4,169		4,382		3,485
Income (loss) from operations		944		1,326		1,334		(606	)
Net income (loss)		627		768		677		(530	)
Basic net income (loss) per share	$	0.11	$	0.14	$	0.12	$	(0.09	)
Diluted net income (loss) per share	$	0.11	$	0.14	$	0.12	$	(0.09	)

	As of December 31,
Assets:		2020		2019
United States	$	24,003	$	27,091
Brazil		-		440
Total Assets	$	24,003	$	27,531

Name	Age	Position
Raymond C. Kubacki	76	Chairman, Chief Executive Officer, President, Director
Charles Doucot	55	Executive Vice President
Andrew Limbek	35	Vice President, Controller
Michael I. Schaffer, Ph.D.	76	Vice President, Laboratory Operations
Harry Connick	95	Director, Audit Committee Member, Compensation Committee Member, Nominating Committee Member
Walter S. Tomenson, Jr.	74	Director, Audit Committee Member, Compensation Committee Member, Nominating Committee Member
Robyn C. Davis	59	Director, Audit Committee Member, Compensation Committee Member, Nominating Committee Member
Fred J. Weinert	73	Director, Audit Committee Member, Compensation Committee Member, Nominating Committee Member, Brazil Oversight Committee Member, Lead Independent Director

/s/ RAYMOND C. KUBACKI Raymond C. Kubacki	Chairman, President and Chief Executive Officer, Director (Principal Executive Officer)	March 26, 2021

/s/ ANDREW LIMBEK Andrew Limbek	Vice President, Controller (Principal Financial and Accounting Officer)	March 26, 2021

HARRY CONNICK* Harry Connick	Director

WALTER S. TOMENSON, JR* Walter S. Tomenson, Jr.	Director

FRED J. WEINERT* Fred J. Weinert	Director

ROBYN C. DAVIS* Robyn C. Davis	Director

*By: /s/ RAYMOND C. KUBACKI Raymond C. Kubacki	Attorney-in-Fact	March 26, 2021

Exhibit Number		Description
3.1		Amended and Restated Certificate of Incorporation filed with the State of Delaware on August 1, 2002 — (Incorporated by reference from the Registrant’s Quarterly Report on Form 10-Q for the Quarter ended September 30, 2002).
3.2		Amended and Restated By-Laws of the Company — (Incorporated by reference from the Registrant’s Current Report on Form 8-K filed on July 31, 2015).
4.1		Specimen Stock Certificate — (Incorporated by reference from the Registrant’s Registration Statement on Form 8-A filed on July 31, 2002).
10.2.1P		Lease dated October 6, 1992 with Mitchell H. Hersch, et. Al with respect to premises in Culver City, California — (Incorporated by reference from the Registrant’s Annual Report on Form 10-KSB for the fiscal year ended December 31, 1992).
10.2.2P		Security Agreement dated October 6, 1992 with Mitchell H. Hersch et. Al — (Incorporated by reference from the Registrant’s Annual Report on Form 10-KSB for the fiscal year ended December 31, 1992).
10.2.3		First Amendment to Lease dated with Mitchell H. Hersch, et.al California — (Incorporated by reference from the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 1997).
10.2.4		Second Amendment to Lease dated with Mitchell H. Hersch, et.al. California — (Incorporated by reference from the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 1997).
10.2.5		Third Amendment to Lease dated December 31, 1997 with Mitchell H. Hersch, et.al. California — (Incorporated by reference from the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 1997).
10.2.6		Fourth Amendment to Lease dated May 24, 2005 with Mitchell H. Hersch, et.al. California — (Incorporated by reference from the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2005).
10.2.7		Sixth Amendment to Lease dated October 13, 2015 with Mitchell H. Hersch, et.al. California — Supersedes the Fifth amendment in its entirety (Incorporated by reference from the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2015)
10.3*		2006 Incentive Plan, as amended — (Incorporated by reference from the Registrant’s Current Report on Form 8-K filed on May 19, 2016).
10.4*		Form of Stock Unit Award used with employees and consultants under the 2006 Incentive Plan — (Incorporated by reference from the Registrant’s Current Report on Form 8-K filed on May 19, 2016).
10.5*		Form of Stock Unit Award used with non-employee directors under the 2006 Equity Incentive Plan — (Incorporated by reference from the Registrant’s Current Report on Form 8-K filed on May 19, 2016).
10.6*		Form of Incentive Stock Option Agreement used with employees under the 2006 Incentive Plan (Incorporated by reference from the Registrant’s Current Report on Form 8-K filed on May 19, 2016)
10.7*		Form of Non Qualified Stock Option Agreement used with employees and consultants under the 2006 Incentive Plan (Incorporated by reference from the Registrant’s Current Report on Form 8-K filed on May 19, 2016)
10.8*		Form of Non Qualified Stock Option Agreement used with non-employee directors under the 2006 Incentive Plan (Incorporated by reference from the Registrant’s Current Report on Form 8-K filed on May 19, 2016)
10.9*		Change in control severance agreement with Ray Kubacki dated February 20, 2018 — (Incorporated by reference from the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2019)
10.10*		Change in control severance agreement with Michael Schaffer dated February 20, 2018 — (Incorporated by reference from the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2019)
10.11*		Change in control severance agreement with Charles Doucot dated May 1, 2018 — (Incorporated by reference from the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2019)
10.12*		Severance agreement with Charles Doucot dated February 26, 2019 — (Incorporated by reference from the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2019)
10.13		Lease dated March 12, 2014 with Bristol-Culver Associates, LLC and Mountain Organic Farms, LLC with respect to 6100 Bristol parkway premises in Culver City, CA — (Incorporated by reference from the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2014)
10.13.1		Second Amendment dated December 26, 2018 to Lease dated March 12, 2014 with Bristol-Culver Associates, LLC and Mountain Organic Farms, LLC with respect to 6100 Bristol parkway premises in Culver City, CA
10.13.2		Lease dated July 29, 2019 with Culver City/Hannum, LLC with respect to 5750 Hannum premises in Culver City, CA — (Incorporated by reference from the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2019)
10.14		Loan agreement dated March 20, 2014 with Banc of America Leasing and Capital, LLC — (Incorporated by reference from the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2014)
10.14.1		Letter Agreement dated September 15, 2015 with Banc of America Leasing and Capital, LLC, together with Equipment Security Note dated September 15, 2015 and Proposal Letter dated August 19, 2015 — (Incorporated by reference from the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2015)
10.14.2		Letter Agreement dated October 30, 2017 with Banc of America Leasing and Capital, LLC, together with Equipment Security Note dated November 10, 2017 — (Incorporated by reference from the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2017)
10.14.3		Letter Agreement dated December 3, 2019 with Banc of America Leasing and Capital, LLC, together with Equipment Security Note dated December 4, 2019 — (Incorporated by reference from the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2019)
10.14.4		Conditional Waiver and Amendment No 1. To Master Loan and Security Agreement dated November 4, 2020 with Banc of America Leasing & Capital, LLC — (Incorporated by reference from the Registrant’s Current Report on Form 8-K filed on November 9, 2020)
21.1		Subsidiaries of the Registrant
23.1		Consent of BDO USA, LLP, Independent Registered Public Accounting Firm
24		Power of Attorney
31.1		Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2		Certification of Vice President, Controller 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 Vice President, Controller Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS		XBRL Instance Document.
101.SCH		XBRL Taxonomy Extension Schema Document.
101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF		XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB		XBRL Taxonomy Extension Labels Linkbase Document.
101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document

P Indicates a filing submitted in paper * Management compensation plan or arrangement