Annual Reports

 
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  • 10-Q (Jul 26, 2012)
  • 10-Q (Apr 26, 2012)
  • 10-Q (Oct 27, 2011)
  • 10-Q (Jul 28, 2011)
  • 10-Q (Apr 28, 2011)
  • 10-Q (Oct 28, 2010)

 
8-K

 
Other

Medtox Scientific 10-Q 2011

Documents found in this filing:

  1. 10-Q
  2. Ex-31.1
  3. Ex-31.2
  4. Ex-32.1
  5. Ex-32.2
  6. Ex-32.2
form10q3q11.htm


FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


(Mark One)
(X)
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2011
OR
(  )
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period   ___________________________   to     _______________________________   

Commission file number 1-11394

MEDTOX SCIENTIFIC, INC.
(Exact name of registrant as specified in its charter)

Delaware
95-3863205
(State or other jurisdiction of
(I.R.S. Employer
incorporation or organization)
Identification No.)

402 West County Road D, St. Paul, Minnesota
55112
(Address of principal executive offices)
(Zip Code)

Registrant's telephone number including area code:                                                                                        (651) 636-7466

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 [ X ]                      No [   ]
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 and post such files).
                                                                                                Yes [ X ]                      No [   ]                      
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer [   ]                Accelerated filer [ X ]              Non-accelerated filer [  ]   Smaller reporting company  [   ]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
                                                                                                  Yes [   ]                      No [ X ]
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date:

Class
 
Outstanding at October 14, 2011
Common Stock, $0.15 par value per share
 
8,931,723


 
 

 

MEDTOX SCIENTIFIC, INC.

INDEX

     
 Page
Part I
Financial Information:
 
       
 
Item 1:
Financial Statements (Unaudited)
 
       
   
Consolidated Statements of Income – Three and Nine
 
   
Months Ended September 30, 2011 and 2010
3
       
   
Consolidated Balance Sheets – September 30, 2011
 
   
and December 31, 2010
4
       
   
Consolidated Statements of Cash Flows – Nine Months
 
   
Ended September 30, 2011 and 2010
5
       
   
Notes to Consolidated Financial Statements
6
       
 
Item 2:
Management's Discussion and Analysis of
 
   
Financial Condition and Results of Operations
10
       
 
Item 3:
Quantitative and Qualitative Disclosures
 
   
About Market Risk
22
       
 
Item 4:
Controls and Procedures
22
       
Part II
Other Information
 
       
 
Item 1A:
Risk Factors
23
       
 
Item 6:
Exhibits
23
       
   
Signatures
24
       
   
Exhibit Index
25


 
- 2 -

 

PART I                 FINANCIAL INFORMATION
Item 1:                 FINANCIAL STATEMENTS (UNAUDITED)

MEDTOX SCIENTIFIC, INC.
CONSOLIDATED STATEMENTS OF INCOME
(In thousands, except share and per share data)
(Unaudited)

 
Three Months Ended
 
Nine Months Ended
 
 
September 30,
 
September 30,
 
 
2011
 
2010
 
2011
 
2010
 
                 
REVENUES:
               
   Laboratory services:
               
      Drugs-of-abuse testing services
  $           10,781
 
 $           10,390
 
 $          31,227
 
 $          29,346
 
      Clinical & other laboratory services
8,885
 
7,928
 
25,993
 
22,396
 
      Clinical trial services
2,375
 
2,358
 
7,234
 
5,228
 
   Product sales
5,537
 
5,123
 
16,781
 
15,175
 
 
27,578
 
25,799
 
81,235
 
72,145
 
                 
COST OF REVENUES:
               
  Cost of services
13,975
 
12,951
 
40,550
 
36,535
 
  Cost of sales
2,233
 
2,036
 
6,788
 
6,357
 
 
16,208
 
14,987
 
47,338
 
42,892
 
                 
GROSS PROFIT
11,370
 
10,812
 
33,897
 
29,253
 
                 
OPERATING EXPENSES:
               
   Selling, general and administrative
8,633
 
8,394
 
26,538
 
24,058
 
   Research and development
668
 
576
 
1,884
 
1,698
 
 
9,301
 
8,970
 
28,422
 
25,756
 
                 
INCOME FROM OPERATIONS
2,069
 
1,842
 
5,475
 
              3,497
 
                 
OTHER INCOME (EXPENSE):
               
   Interest expense
                  (7
)
                  (1
)
                 (49
)
                 (2
)
   Other income (expense)
16
 
(33
)
89
 
28
 
 
9
 
(34
)
40
 
26
 
                 
INCOME BEFORE INCOME TAX EXPENSE
2,078
 
1,808
 
5,515
 
3,523
 
                 
INCOME TAX EXPENSE
                 (758
)
                 (660
)
            (2,013
)
            (1,286
)
                 
NET INCOME
$              1,320
 
$              1,148
 
 $            3,502
 
 $            2,237
 
                 
BASIC EARNINGS PER COMMON SHARE
$                0.15
 
$                0.13
 
$              0.40
 
 $              0.26
 
                 
DILUTED EARNINGS PER COMMON SHARE
$                0.15
 
$                0.13
 
$              0.39
 
 $              0.25
 
                 
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING:
               
          Basic
8,851,511
 
8,718,772
 
8,849,874
 
8,686,962
 
          Diluted
9,040,569
 
8,963,969
 
9,045,038
 
8,922,443
 

See Notes to Consolidated Financial Statements (Unaudited).

 
- 3 -

 

MEDTOX SCIENTIFIC, INC.
CONSOLIDATED BALANCE SHEETS
(In thousands, except share and per share data)
(Unaudited)


 
September 30,
2011
 
December 31,
2010
 
ASSETS
           
CURRENT ASSETS:
           
   Cash and cash equivalents
$
1,604
 
$
1,285
 
   Accounts receivable:
           
         Trade, less allowance for doubtful accounts ($1,801 in 2011 and $1,592 in 2010)
 
19,532
   
18,618
 
         Other
 
387
   
957
 
             Total accounts receivable
 
19,919
   
19,575
 
   Inventories
 
4,542
   
3,902
 
   Prepaid expenses
 
1,048
   
1,532
 
   Deferred income taxes, net
 
1,889
   
3,765
 
             Total current assets
 
29,002
   
30,059
 
BUILDING, EQUIPMENT AND IMPROVEMENTS, net
 
28,574
   
28,164
 
GOODWILL
 
15,967
   
15,967
 
INTANGIBLE ASSETS, net
 
328
   
198
 
OTHER ASSETS
 
1,014
   
1,069
 
TOTAL ASSETS
$
74,885
 
$
75,457
 
             
LIABILITIES AND STOCKHOLDERS’ EQUITY
           
CURRENT LIABILITIES:
           
   Line of credit
$
-
 
$
2,725
 
   Accounts payable
 
5,204
   
4,079
 
   Accrued expenses
 
7,698
   
7,101
 
             Total current liabilities
 
12,902
   
13,905
 
LONG-TERM LIABILITIES
 
1,952
   
3,871
 
DEFERRED INCOME TAXES, net
 
3,562
   
3,562
 
             
STOCKHOLDERS' EQUITY:
           
   Preferred stock, $1.00 par value; authorized shares, 50,000; none issued and outstanding
 
-
   
-
 
   Common stock, $0.15 par value; authorized shares, 28,000,000; issued shares, 9,031,058 in
           
        2011 and 9,022,888 in 2010
 
1,355
   
1,353
 
   Additional paid-in capital
 
78,621
   
78,425
 
   Accumulated deficit
 
(16,404
)
 
(19,906
)
   Common stock held in trust, at cost, 512,372 shares in 2011 and 428,596 shares in 2010
 
(6,103
)
 
(4,753
)
   Treasury stock, at cost, 103,460 shares in 2011 and 2010
 
(1,000
)
 
(1,000
)
             Total stockholders' equity
 
56,469
   
54,119
 
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY
$
74,885
 
$
75,457
 

See Notes to Consolidated Financial Statements (Unaudited).

 
- 4 -

 

MEDTOX SCIENTIFIC, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)

 
Nine Months Ended
 
 
September 30, 2011
 
September 30, 2010
 
CASH FLOWS PROVIDED BY OPERATING ACTIVITIES:
           
   Net income
$
3,502
 
$
2,237
 
   Adjustments to reconcile net income to net cash provided by
           
           operating activities:
           
      Depreciation and amortization
 
4,478
   
4,316
 
      Provision for losses on accounts receivable
 
2,904
   
1,087
 
      Loss on sale of equipment
 
13
   
5
 
      Deferred and stock-based compensation
 
1,154
   
742
 
      Deferred income taxes
 
1,876
   
1,286
 
      Changes in operating assets and liabilities:
           
         Accounts receivable
 
(3,248
)
 
(7,880
)
         Inventories
 
(640
)
 
(167
)
         Prepaid expenses
 
484
   
370
 
         Other assets
 
(209
)
 
5
 
         Accounts payable and accrued expenses
 
(700
)
 
2,975
 
               Net cash provided by operating activities
 
9,614
   
4,976
 
             
CASH FLOWS USED IN INVESTING ACTIVITIES:
           
    Purchase of building, equipment and improvements
 
(4,850
)
 
(4,479
)
    Proceeds from the sale of equipment
 
-
   
2
 
                Net cash used in investing activities
 
(4,850
)
 
(4,477
)
             
CASH FLOWS (USED IN) PROVIDED BY FINANCING ACTIVITIES:
           
    Proceeds from line of credit
 
26,512
   
-
 
    Payments on line of credit
 
(29,237
)
 
-
 
    Principal payments on long-term debt
 
-
   
(302
)
    Purchase of common stock for incentive plans
 
(1,705
)
 
(289
)
    Net proceeds from the exercise of stock options
 
89
   
746
 
    Payment of taxes from traded shares
 
(104
)
 
-
 
              Net cash (used in) provided by financing activities
 
(4,445
)
 
155
 
             
INCREASE IN CASH AND CASH EQUIVALENTS
 
319
   
654
 
             
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD
 
1,285
   
4,165
 
             
CASH AND CASH EQUIVALENTS AT END OF PERIOD
$
1,604
 
$
4,819
 
             
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
           
   Cash paid for:
           
          Interest
$
57
 
$
2
 
          Income taxes
 
275
   
47
 
             
Supplemental noncash activities:
           
          Asset additions and related obligations in payables
$
518
 
$
153
 

See Notes to Consolidated Financial Statements (Unaudited).

 
- 5 -

 

MEDTOX SCIENTIFIC, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
September 30, 2011

1.  BASIS OF PRESENTATION

The accompanying unaudited consolidated financial statements of MEDTOX Scientific, Inc. (the Company) have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X.  Accordingly, they do not include all of the information and notes required by accounting principles generally accepted in the United States of America.  In the opinion of management, all adjustments (consisting only of normal recurring adjustments) considered necessary for a fair presentation of financial condition and results of operations have been included.  Operating results for the three and nine month periods ended September 30, 2011 are not necessarily indicative of the results that may be attained for the entire year. Results for the nine months ended September 30, 2011 include approximately $1.3 million of bad debt expense which related to a change in estimate in the allowance for doubtful accounts. These audited consolidated financial statements should be read in conjunction with the consolidated financial statements and the notes thereto included in the Company's Annual Report on Form 10-K for the year ended December 31, 2010.
 
New Accounting Standards:  In September 2011, the Financial Accounting Standards Board (FASB) issued updated guidance on the periodic testing of goodwill for impairment.  This guidance will allow companies to assess qualitative factors to determine if it is more-likely-than-not that goodwill might be impaired and whether it is necessary to perform the two-step goodwill impairment test required under current accounting standards.  This new guidance is effective for the Company beginning January 1, 2012, with early adoption permitted.  The Company is currently evaluating this guidance, but does not expect the adoption will have a material impact on its consolidated financial statements.
 
In July 2011, the FASB issued guidance on the presentation and disclosure of patient service revenue, provision for bad debts, and the allowance for doubtful accounts for certain health care entities.  This guidance requires certain health care entities to change the presentation of their statement of income by reclassifying the provision for bad debts associated with patient service revenue from an operating expense to a deduction from patient service revenue (net of contractual allowances and discounts).  Additionally, those health care entities are required to provide enhanced disclosure about their policies for recognizing revenue and assessing bad debts.  The guidance also requires disclosures of patient service revenue (net of contractual allowances and discounts by major payor source) as well as qualitative and quantitative information about changes in the allowance for doubtful accounts.  This new guidance is effective for the Company beginning January 1, 2012, with early adoption permitted.  The Company is currently evaluating the impact of adopting this guidance on its consolidated financial statements.

2.  SEGMENTS

The Company has two reportable segments:  Laboratory Services and Product Sales.  The Laboratory Services segment consists of MEDTOX Laboratories, Inc. and New Brighton Business Center, LLC (NBBC).  Services provided include drugs-of-abuse testing services; clinical & other laboratory services, which include clinical toxicology, clinical testing for occupational health clinics, clinical testing for physician offices, pediatric lead testing, heavy metals analyses, courier delivery, and medical surveillance; and clinical trial services which include central laboratory services, assay development, bio-analytical, bio-equivalence and pharmacokinetic testing.  The Product Sales segment, which includes POCT (point-of-collection testing) disposable diagnostic devices, consists of MEDTOX Diagnostics, Inc.  Products manufactured include easy to use, inexpensive, on-site drug tests such as PROFILE®-II, PROFILE®-II A, PROFILE®-III A, PROFILE-II ER®, PROFILE®-III ER, PROFILE®-IV, PROFILE®-V, MEDTOXScan®, VERDICT®-II and SURE-SCREEN®, and EZ-SCREEN® Cup, in addition to a variety of other diagnostic tests for the detection of alcohol.  MEDTOX Diagnostics also provides contract manufacturing services in its Food and Drug Administration (FDA) registered/ISO 13845 certified facility.

 
- 6 -

 

The Company’s reportable segments are strategic business units that offer different products and services. They are managed separately as each business requires different products, services and marketing strategies.

In evaluating financial performance, management focuses on income from operations as a segment’s measure of profit or loss.

(In thousands)
Three Months Ended
September 30,
 
Nine Months Ended
September 30,
 
2011
 
2010
 
2011
 
2010
     Laboratory Services:
                     
    Revenues
$
22,041
 
$
20,676
 
$
64,454
 
$
56,970
    Depreciation and amortization
 
1,285
   
1,279
   
3,852
   
3,720
    Income from operations
 
753
   
910
   
1,883
   
844
    Capital expenditures for segment assets
 
1,216
   
1,957
   
3,956
   
4,225
                       
     Product Sales:
 
                     
    Revenues
$
5,537
 
$
5,123
 
$
16,781
 
$
15,175
    Depreciation and amortization
 
221
   
197
   
626
   
596
    Income from operations
 
1,316
   
932
   
3,592
   
2,653
    Capital expenditures for segment assets
 
179
   
109
   
904
   
254
                       
     Corporate (unallocated):
                     
    Other income (expense)
$
9
 
$
(34)
 
$
40
 
$
26
                       
     Company:
                     
    Revenues
$
27,578
 
$
25,799
 
$
81,235
 
$
72,145
    Depreciation and amortization
 
1,506
   
1,476
   
4,478
   
4,316
    Income from operations
 
2,069
   
1,842
   
5,475
   
3,497
    Other income (expense)
 
9
   
(34)
   
40
   
26
    Income before income tax expense
 
2,078
   
1,808
   
5,515
   
3,523
    Capital expenditures for assets
 
1,395
   
2,066
   
4,860
   
4,479

(In thousands)
September 30,
2011
 
December 31,
2010
     Assets:
         
    Laboratory Services
$
64,397
 
$
64,193
    Product Sales
 
8,599
   
7,499
    Corporate (unallocated)
 
1,889
   
3,765
    Company
$
74,885
 
$
75,457
 
 
- 7 -

 
The following is a summary of revenues from external customers for each group of products and services provided within the Product Sales segment:

(In thousands)
Three Months Ended
September 30,
 
Nine Months Ended
September 30,
 
2011
 
2010
 
2011
 
2010
                       
POC on-site testing products
$
5,181
 
$
4,688
 
$
15,288
 
$
13,479
Contract manufacturing services
 
151
   
265
   
901
   
1,213
Other diagnostic products
 
205
   
170
   
592
   
483
 
$
5,537
 
$
5,123
 
$
16,781
 
$
15,175

3.  INVENTORIES

Inventories consisted of the following:

(In thousands)
September 30, 2011
  December 31, 2010 
           
Raw materials
$
994
 
$
786
Work in process
 
471
   
406
Finished goods
 
366
   
390
Supplies, including off-site inventory
 
2,711
   
2,320
 
$
4,542
 
$
3,902

4.  EARNINGS PER SHARE

The following table sets forth the computation of basic and diluted earnings per common share:

(In thousands, except share and
per share data)
Three Months Ended
September 30,
 
Nine Months Ended
September 30,
 
2011
 
2010
 
2011
 
2010
                       
Net income (A)
$
1,320
 
$
1,148
 
$
3,502
 
$
2,237
Weighted average number of basic common shares outstanding (B)
 
8,851,511
   
8,718,772
   
8,849,874
   
8,686,962
Dilutive effect of stock options  computed based on the treasury stock method
 
189,058
   
245,197
   
195,164
   
235,481
Weighted average number of diluted common shares outstanding (C)
 
9,040,569
   
8,963,969
   
9,045,038
   
8,922,443
Basic earnings per common share (A/B)
$
0.15
 
$
0.13
 
$
0.40
 
$
0.26
Diluted earnings per common share (A/C)
$
0.15
 
$
0.13
 
$
0.39
 
$
0.25


 
- 8 -

 

5.  INCOME TAXES

At December 31, 2010, the Company had federal net operating loss carryforwards (NOLs) of approximately $4.8 million, which are available to offset future taxable income.  The Company's federal NOLs expire in varying amounts each year from 2023 through 2029 in accordance with applicable federal tax regulations and the timing of when the NOLs were incurred.  Section 382 of the Internal Revenue Code restricts the annual utilization of certain NOLs incurred prior to a change in ownership.  However, such limitation is not expected to impair the realization of these NOLs.  In the future, subsequent revisions to the estimated net realizable value of these deferred tax assets could cause the provision for income taxes to vary significantly from period to period, although the Company’s cash payments would remain unaffected until the benefit of the NOLs is completely utilized or expires unused.

6.  CONTINGENCIES

Leases - The Company leases offices and facilities and office equipment under certain operating leases, which expire on various dates through October 2016.  Under the terms of the facility leases, a pro rata share of operating expenses and real estate taxes are charged as additional rent.

Legal - The Company is party to various legal proceedings arising in the normal course of business activities, none of which, in the opinion of management, are expected to have a material  impact on the Company's consolidated financial position or results of operations.


 
- 9 -

 

Item 2:  MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

This Form 10-Q contains certain forward looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, which are intended to be covered by the safe harbors created by such acts.  For this purpose, any statements that are not statements of historical fact may be deemed to be forward looking statements, including the statements under “Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding our strategy, future operations, future expectations and future estimates, future financial position or results, and future plans and objectives of management.  Those statements in this Form 10-Q containing the words “believes”, “anticipates”, “plans”, “expects”, and similar expressions constitute forward looking statements, although not all forward looking statements contain such identifying words.  Examples of forward looking statements include, but are not limited to (i) projections of, or statements regarding, future revenues, income or loss, earnings or loss per share, capital expenditures, dividends, inflation, capital structure, margins and other financial items, (ii) statements regarding our plans and objectives and the impacts thereof, including planned introductions of new products and services, planned exiting of lines of business and planned regulatory filings, or estimates or predictions of actions by customers, suppliers, competitors or regulatory authorities, (iii) estimates of market sizes and market opportunities, (iv) statements regarding economic conditions, (v) statements regarding our reliance on expected positive cash flow from operations and our Line of Credit to fund future working capital and asset purchases and the sufficiency of our capital resources to fund our planned operations through 2011, and (vi) statements of assumptions underlying other statements and statements about our business.

The forward looking statements contained in this Form 10-Q are based on our current expectations, assumptions, estimates and projections about our Company and its businesses.  All such forward looking statements involve significant risks and uncertainties, including those risks identified in the next paragraph, many of which are beyond our control.  Although we believe that the assumptions underlying our forward looking statements are reasonable, any of the assumptions could prove inaccurate.  Actual results may differ materially from those indicated by the forward looking statements included in this Form 10-Q.  In light of the significant uncertainties inherent in the forward looking statements included in this Form 10-Q, you should not consider the inclusion of such information as a representation by us or anyone else that we will achieve such results.  Moreover, we assume no obligation to update these forward looking statements to reflect actual results or changes in assumptions, expectations, or projections.  In addition, our financial and performance outlook concerning future revenues, margins, earnings, earnings per share, and other operating or performance results does not include the impact of any future acquisitions, future acquisition-related expenses or accruals, or any future restructuring or other charges that may occur from time to time due to management decisions and changing business circumstances and conditions.

The following is a listing of some of the important factors that could cause actual results to differ materially from those indicated by the forward looking statements contained in this Form 10-Q:

·  
changes in federal, state, local and third party payer regulations or policies or other future reforms in the health care system (or in the interpretation of current regulations), affecting governmental and third-party coverage or reimbursement for laboratory testing


 
- 10 -

 

·  
loss or suspension of a license or imposition of a fine or penalties under, or future changes in, or interpretations of, the law or regulations of the Clinical Laboratory Improvement Act of 1967, the Clinical Laboratory Improvement Amendments of 1988, the Substance Abuse and Mental Health Services Administration (SAMHSA), or those of Medicare, Medicaid, the False Claims Act or other federal, state or local agencies

·  
failure to comply with HIPAA (Health Insurance Portability and Accountability Act), including changes to federal and state privacy and security obligations and changes to HIPAA, including those changes included within HITECH (Health Information Technology for Economic and Clinical Health) and any subsequent amendments, which could result in increased costs, denial of claims and/or significant penalties

·  
failure to maintain the security of customer-related information could damage the Company’s reputation with customers, cause it to incur substantial additional costs and become subject to litigation

·  
changes in FDA (Food and Drug Administration) regulations or policies (or in the interpretation of current regulations) affecting laboratory developed tests and the 510(k) clearance process

·  
increased competition, including price competition

·  
changes in demand for our services and products by our customers

·  
changes in general economic and business conditions, both nationally and internationally, which can influence the level of job growth and, in turn, the level of pre-employment drug screening activity

·  
technological or regulatory developments, or evolving industry standards, that could affect or delay the sale of our products

·  
our ability to attract and retain experienced and qualified personnel

·  
risks and uncertainties with respect to our patents and proprietary rights, including:
o  
other companies challenging our patents
o  
patents issued to other companies that may harm our ability to do business
o  
other companies designing around technologies we have developed
o  
our inability to obtain appropriate licenses from third parties
o  
our inability to protect our trade secrets
o  
risk of infringement upon the proprietary rights of others
o  
our inability to prevent others from infringing on our proprietary rights

·  
our inability to control the costs in our business

·  
our inability to obtain sufficient financing to continue to sustain or expand our operations

·  
adverse results in litigation matters

·  
our inability to continue to develop innovative products and services

 
- 11 -

 

·  
our inability to provide our services in a timely manner

·  
an unforeseen decrease in the acceptance of current new products and services, including in the market for clinical laboratory testing for physicians’ offices and patients

·  
fluctuations in clinical trial activities

·  
inaccurate information regarding market opportunities

·  
failure to receive regulatory approvals and clearances

·  
other factors, including those set forth in Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2010

The above listing should not be construed as exhaustive; we cannot predict all the factors that could cause results to differ materially from those indicated by the forward looking statements.

Executive Overview

Our Business

We are engaged primarily in distinct, but very much related businesses, which for financial reporting purposes are divided into two reportable segments: Laboratory Services and Product Sales. For financial information relating to our segments, see Note 2 of Notes to the Consolidated Financial Statements (unaudited).

Laboratory Services

Our “Laboratory Services” business segment includes the activities of our wholly-owned subsidiary, MEDTOX Laboratories, Inc.  MEDTOX Laboratories, Inc. engages in drugs-of-abuse testing services, providing these services to private and public companies, drug treatment counseling centers, criminal justice facilities, occupational health clinics and hospitals, as well as third party administrators.

MEDTOX Laboratories, Inc. also provides clinical and other laboratory services which consist of clinical toxicology, clinical testing for occupational health clinics, and heavy metal, trace element and solvent analyses.  We provide these services to hospitals, clinics, HMOs and other laboratories.  Testing is conducted using methodologies that include various immunoassays, gas liquid chromatography, gas chromatography/mass spectrometry, and high performance liquid chromatography with tandem mass spectrometry.  We recently expanded our clinical & other laboratory services to include laboratory tests used by physicians and other healthcare providers for the purpose of diagnosing or treating disease or illness or the assessment of health in humans.  Testing is performed on blood, body fluids or tissues.  Our comprehensive clinical laboratory services include clinical chemistry, hematology, coagulation, urinalysis, immunology/serology (viruses, infectious diseases, immune system), immunohematology (blood typing, antibody screens), microbiology (bacteria, parasites), anatomical pathology/cytology (tissue biopsies, cancer), molecular diagnostics (infectious diseases, genetic disorders) and sub-specialties of these categories.  We also provide services in the areas of logistics management, data management and program management.  These services support our underlying business of laboratory analysis and provide added value to our clients.

 
- 12 -

 

MEDTOX Laboratories, Inc. also provides clinical trial services which includes central laboratory services, assay (test) development, bio-analytical, bio-equivalence and pharmacokinetic testing.  Central laboratory services include tests that are used to monitor the safety and efficacy of a drug.  These tests or “safety labs” include tests that are performed in our general clinical laboratory and pathology laboratory such as clinical chemistries (liver function, kidney function, cardiac and bone), hematology (blood count), immunology (immune status), and flow cytometry (cell identification).  Assay development, bio-analytical and bio-equivalence studies are performed in our bio-analytical laboratory.  These tests are conducted using methodologies such as immunoassay, gas chromatography, high performance liquid chromatography, gas chromatography/mass spectrometry and tandem mass spectrometry.  Clients for our clinical testing services include clinical trial sponsors (pharmaceutical and biotech companies), clinical research organizations (CROs), research organizations, and investigators with trial management, patient recruitment/enrollment and site management.

The New Brighton Business Center, LLC (NBBC) is a wholly-owned limited liability company formed for the sole purpose of acquiring the facilities in St. Paul, Minnesota, where our Laboratory Services administrative offices and laboratory operations are located.
 
Product Sales

Our “Product Sales” business segment consists of our wholly-owned subsidiary, MEDTOX Diagnostics, Inc.  MEDTOX Diagnostics, Inc. is engaged in the development, manufacturing, and distribution of a variety of POCT diagnostic drug screening devices, such as our PROFILE®-II, PROFILE®-II A, PROFILE®-III A, PROFILE-II ER®, PROFILE®-III ER, PROFILE®-IV, PROFILE®-V, MEDTOXScan®, VERDICT®-II and SURE-SCREEN®, and EZ-SCREEN® Cup, in addition to other diagnostic tests for the detection of alcohol.  MEDTOX Diagnostics, Inc. also provides contract manufacturing services, such as coagulation market controls.  The operations of the Product Sales segment are located in Burlington, North Carolina, where we maintain the offices, research and development laboratories, production operations, and warehouse/distribution facilities.

Key Trends Influencing Our Operating Results

Our management believes that there are several notable trends that are currently influencing, and are expected in the foreseeable future to continue to influence, our operating results.  These include:

Economic Uncertainties Causing Variability in Testing Volumes in the Drugs-of-Abuse Business

In the first three quarters of 2011, testing volume from our existing workplace drugs-of-abuse clients was lower than in the prior year periods, which we primarily attributed to lower new job creation and reduced employment levels and corresponding drops in hiring caused by economic uncertainties.  We feel economic uncertainties may continue to cause variability in our workplace drugs-of-abuse testing volume in the foreseeable future.

Increased POCT Diagnostic Device Test Competition

We have experienced increased competition with respect to our POCT diagnostic tests from systems and products developed by others, many of whom compete solely on price.  We have continued to experience increased price competition for certain diagnostic testing devices, particularly in the probation, parole and rehabilitation market.
 
 
- 13 -

 

Our Strategy

Our strategy is to drive profitable growth by building market share, leveraging our existing infrastructure and technical expertise, and driving innovation.  We maintain a disciplined culture, focused on the successful execution of our strategy and plans.

Building Market Share

We have solid niche positions in large markets, relative to our size, that allow us to build market share by offering high quality products and services that are delivered rapidly, priced competitively, and supported by excellent customer service and value-added services.  Our value-added services include data management, collection site management, training, technical support and expertise, as well as review of drug testing policies for clients.

Our success in penetrating new accounts has represented a significant component of our growth in market share.  Over the past few years, we have expanded our number of sales representatives which has increased our business from new accounts and helps offset risks from uncertain economic conditions that may cause lower activity from existing workplace drugs-of-abuse clients.

Leveraging Existing Infrastructure and Technical Expertise

We leverage our existing infrastructure and technical expertise to facilitate top line growth and improve operating margins.

We expanded our clinical laboratory capabilities to include clinical and anatomic pathology, microbiology, molecular diagnostics, and other specialized testing capabilities.  This expansion leverages existing capabilities and opens up new revenue opportunities by offering full-service testing capabilities to the physician office market.

Our LEAN and Six-Sigma initiatives support our effort to leverage existing infrastructure by improving quality and productivity, cutting costs, and increasing throughput.  LEAN is a highly disciplined process that helps us focus on reducing waste and eliminating unnecessary steps in our business processes.  Our Six-Sigma initiatives address quality and variability within processes. While all key departments in the Laboratory Services and Product Sales segments have now been through initial LEAN processes, as an organization we recognize that LEAN is an ongoing philosophy, not a project to be “finished.”

Driving Innovation

We have continuously introduced a number of innovative products and services, including:

In 2011, we introduced a new “self-contained” rapid drug testing device, the EZ-SCREEN® Cup.  This cup can be used in both the government and workplace markets.  Designed to meet the needs of non-laboratory personnel in order to easily run a drug test with minimal urine handling, the new cup also reduces the chance of specimens leaking during transit to the laboratory due to a new lid design.

In 2011 and 2010, we continued the expansion of our Prescription management business.  We offer a comprehensive testing program serving this market under the name ToxAssure®.

 
- 14 -

 

Critical Accounting Policies
 
There were no significant changes to our critical accounting policies during the three and nine-month periods ended September 30, 2011 from those disclosed in our Annual Report on Form 10-K for the year ended December 31, 2010.

Results of Operations

In evaluating our financial performance, our management has primarily focused on the following objectives: revenue growth, maximizing operating income, increasing our cash flows and strengthening our balance sheet.  The first two of these objectives are discussed in this section.  The other two are addressed under “Liquidity and Capital Resources.”

To maximize our operating income, we have sought revenue growth, improved gross margin and reduced selling, general and administrative (SG&A) expense as a percentage of revenues.  As discussed below, during the third quarter of 2011 and the first nine months of this year, we were able to achieve revenue growth and a reduction in SG&A expenses as a percentage of revenues.  During the first nine months of this year, we also achieved improved gross margin.

Revenues
 
Three Months Ended
 
Nine Months Ended
(In thousands, except percentages)
Sept 30,
2011
Sept 30,
2010
$
Change
%
Change
 
Sept 30,
2011
Sept 30,
2010
$
Change
%
Change
Revenues:
                 
                   
Laboratory Services
                 
   Drugs-of abuse testing  services
$  10,781
$  10,390
$     391
4%
 
$  31,227
$  29,346
$   1,881
7%
   Clinical & other laboratory services
8,885
7,928
957
12%
 
25,993
22,396
3,597
16%
   Clinical trial services
2,375
2,358
17
1%
 
7,234
5,228
2,006
38%
                   
Product Sales
5,537
5,123
414
8%
 
16,781
15,175
1,606
11%
                   
 
$  27,578
$  25,799
$   1,779
7%
 
$  81,235
$  72,145
$   9,090
13%

Our Laboratory Services segment includes revenues from workplace drugs-of-abuse testing, clinical and other laboratory services and clinical trial services.  Our revenues from drugs-of-abuse testing increased 4% to $10.8 million and 7% to $31.2 million for the three and nine month periods ended September 30, 2011, respectively.  The increase in both periods was primarily a result of an increase in new account revenues, which increased 13% and 15% for the three and nine month periods ended September 30, 2011, respectively.  The increase in both periods was mitigated by a 9% and 8% decrease in revenues from our existing client base for the three and nine month periods ended September 30, 2011, respectively.  Revenues from our existing client base continue to be negatively impacted by economic conditions.  While economic conditions may continue to have a negative impact on laboratory drugs-of-abuse testing volumes from our existing client base, we have demonstrated a consistent ability to add new business quarter over quarter.  We are currently in the process of formulating our operating plan for 2012.  In this process we will address increasing our sales resources to put more emphasis on new business development in the laboratory drugs-of-abuse testing market.  Pricing for our workplace drugs-of-abuse testing services tends to be fairly stable overall; however, the average price per testing specimen can vary slightly from quarter-to-quarter.  Test price can vary by client based on the percentage of samples that test positive for drugs-of-abuse and the average number of samples per shipment.

 
- 15 -

 

Revenues in our clinical and other laboratory services increased 12% to $8.9 million and 16% to $26.0 million for the three and nine month periods ended September 30, 2011, respectively.  The improvement in both periods was due to continued strong growth generated by our expanded clinical laboratory capabilities and diversification initiatives, including testing for prescription management.

Revenues in clinical trial services were $2.4 million for the three month period ended September 30, 2011, even with the same period of 2010.  For the nine month period ended September 30, 2011, revenues increased 38% to $7.2 million.  The significant increase in the first nine months of 2011 reflects the impact of the reversal of the slow-down of projects, which we experienced in the first quarter of 2010.  Revenues from clinical trial services can fluctuate from quarter-to-quarter based on the project nature, size, and the actual timing of clinical trials.

Our Product Sales segment includes revenues from point-of-collection on site testing products (POCT), contract manufacturing services and other diagnostic products.
 
Sales of POCT products, which consist of the PROFILE®-II, PROFILE®-II A, PROFILE®-III A, PROFILE-II ER®, PROFILE®-III ER, PROFILE®-IV, PROFILE®-V, MEDTOXScan®, VERDICT®-II and SURE-SCREEN®, and EZ-SCREEN® Cup on-site test kits and other ancillary products for the detection of abused substances, increased 11% to $5.2 million and 13% to $15.3 million for the three and nine month periods ended September 30, 2011, respectively.  The increase in both periods was due primarily to  increased sales of Profile®-V sold into the hospital market with our MEDTOXScan® Reader and increased sales into the government market with our SURE-SCREEN® devices.  The increase in the three month period ended September 30, 2011 was partially offset by  decreased sales of our Profile®-II A and Profile®-III A products in the workplace drugs-of-abuse market.  Overall, pricing for our POCT devices was fairly stable with the prior year periods.

Sales of contract manufacturing services decreased 43% to $0.2 million and 26% to $0.9 million for the three and nine month periods ended September 30, 2011, respectively, as we are phasing out of this business and expect the remaining client relationship to terminate within the next two quarters.

Cost of Revenues and Gross Margin

 
Three Months Ended
 
Quarter-over-Quarter
(In thousands, except percentages)
Sept 30,
2011
% of
Revenues
Sept 30,
2010
% of
Revenues
 
$
Change
%
Change
Cost of Revenues:
             
               
Cost of Services
$    13,975
63.4%*
$   12,951
62.6%*
 
$  1,024
8%
               
Cost of Sales
2,233
40.3%**
2,036
39.7%**
 
197
10%
               
 
$  16,208
58.8%
$   14,987
58.1%
 
$  1,221
8%



 
- 16 -

 


 
Nine Months Ended
 
Year-over-Year
(In thousands, except percentages)
Sept 30,
2011
% of
Revenues
Sept 30,
2010
% of
Revenues
 
$
Change
%
Change
Cost of Revenues:
             
               
Cost of Services
$    40,550
62.9%*
$   36,535
64.1%*
 
$  4,015
11%
               
Cost of Sales
6,788
40.5%**
6,357
41.9%**
 
431
7%
               
 
$    47,338
58.3%
$   42,892
59.5%
 
$  4,446
10%

*      Cost of services as a percentage of Laboratory Services revenues
**    Cost of sales as a percentage of Product Sales revenues

Consolidated gross margin was 41.2% and 41.7% of revenues for the three and nine months ended September 30, 2011, respectively, compared to 41.9% and 40.5% of revenues for the same periods in 2010.

Laboratory Services gross margin was 36.6% and 37.1% for the three and nine months ended September 30, 2011, respectively, compared to 37.4% and 35.9% for the same periods of 2010.  The decrease in the three month period ended September 30, 2011 was primarily due to increased transportation expenses as a result of higher fuel costs from our service providers.  The increase in the nine month period ended September 30, 2011 was primarily due to a change in test mix and an increase in volume, partially offset by increased transportation expenses experienced in the third quarter of 2011.

Gross margin from Product Sales was 59.7% and 59.5% for the three and nine months ended September 30, 2011, respectively, compared to 60.3% and 58.1% for the same periods of 2010.  The decrease in the three month period ended September 30, 2011 primarily reflects a shift in sales mix of POCT devices.  In the three month period ended September 30, 2011, gross margin was impacted by an increase in sales of our lower margin SURE-SCREEN® devices into the government market and a decrease in our higher margin Profile® devices sold into the workplace market, partially offset by increased sales of our higher margin PROFILE®-V devices into the hospital market.  The increase in the nine month period ended September 30, 2011 was primarily due to sales mix, with an increase in our higher margin PROFILE®-V devices sold into the hospital market, partially offset by an increase in sales of our lower margin SURE-SCREEN® devices into the government market.


 
- 17 -

 

Operating Expenses

 
Three Months Ended
 
Quarter-over-Quarter
(In thousands, except percentages)
Sept 30,
2011
% of
Revenues
Sept 30,
2010
% of
Revenues
 
$
Change
%
Change
Operating Expenses:
             
               
Selling, general and
   administrative
$   8,633
31.3%
$   8,394
32.5%
 
$         239
3%
               
Research and
   development
668
2.4%
576
2.2%
 
92
16%
               
 
$   9,301
33.7%
$   8,970
34.8%
 
$         331
4%

 
Nine Months Ended
 
Year-over-Year
(In thousands, except percentages)
Sept 30,
2011
% of
Revenues
Sept 30,
2010
% of
Revenues
 
$
Change
%
Change
Operating Expenses:
             
               
Selling, general and
   administrative
$   26,538
32.7%
$  24,058
33.3%
 
$        2,480
10%
               
Research and
   development
1,884
2.3%
1,698
2.4%
 
186
11%
               
 
$   28,422
35.0%
$  25,756
35.7%
 
$       2,666
10%

   Selling, General and Administrative Expenses>.  Selling, general and administrative (SG&A) expenses increased to $8.6 million, or 31.3% of revenues for the three months ended September 30, 2011, compared to $8.4 million, or 32.5% of revenues for the same period in 2010.  For the nine months ended September 30, 2011, SG&A expenses increased to $26.5 million, or 32.7% of revenues, compared to $24.1 million, or 33.3% of revenues for the same period in 2010.  The increase in both periods was primarily due to increased costs associated with the growth in our clinical & other laboratory services business, including an increase in bad debt and billing and collection expenses related to increased third party and patient billing.  We recognized approximately $1.3 million of bad debt expense for the nine months ended September 30, 2011 which related to a change in estimate of our allowance for doubtful accounts for patient and third party receivables at December 31, 2010.  The revision was based on our increased experience and the increased actual collection data that we obtained in 2011 relating to these receivables.The increase in the three month period ended September 30, 2011, was partially offset by decreased incentive-based compensation.

Research and Development Expenses.  Research and development expenses increased 16% to $0.7 million and 11% to $1.9 million for the three and nine months ended September 30, 2011, respectively.  The increase in both periods was primarily due to increased spending for on-going projects in our Product Sales segment.

Liquidity and Capital Resources

Our working capital requirements have been funded primarily by profitable operations and cash received from our revolving line of credit.  Cash and cash equivalents were $1.6 million at September 30, 2011, compared to $1.3 million at December 31, 2010.

 
- 18 -

 

We are focusing on increasing our cash flow, while continuing to fund our capital investment, sales and marketing, and research and development initiatives. Our intent is to maintain a solid liquidity position.

Net cash provided by operating activities was $9.6 million for the nine months ended September 30, 2011, compared to $5.0 million for the nine months ended September 30, 2010.  The increase was attributable to an increase in net income, excluding non-cash charges such as depreciation and amortization, deferred compensation, deferred income taxes and provision for losses on accounts receivable.

Net cash used in investing activities, consisting of capital expenditures, was $4.9 million for the nine months ended September 30, 2011, compared to $4.5 million for the same period of 2010.   In both periods, these expenditures included equipment purchased and costs incurred to upgrade equipment, improve efficiencies and increase service levels to our clients.

Net cash used in financing activities was $4.4 million for the nine months ended September 30, 2011 compared to net cash provided by financing activities of $0.2 million in the prior year period.  The change was primarily due to net payments on our line of credit, an increase in the repurchase of shares of our common stock, as well as a decrease in the net proceeds from the exercise of stock options.

In the first nine months of 2011, we repurchased 108,963 shares of our common stock in the open market for a cost of $1.7 million.  In the first nine months of 2010, we repurchased 23,290 shares of our common stock in the open market for a cost of $0.3 million. The shares repurchased were placed in trust to fund our Long-Term Incentive Plan and Supplemental Executive Retirement Plan.

We are a party to a credit security agreement (the "Wells Fargo Credit Agreement") with Wells Fargo Bank, National Association (the “Bank”) maturing on August 31, 2013.  The Wells Fargo Credit Agreement, as amended, consists of a revolving line of credit ("Line of Credit") of up to $12.0 million bearing interest at a fluctuating rate of 1.95% above the daily three month LIBOR, as defined and calculated by the Bank.

Subject to certain conditions, the Wells Fargo Credit Agreement also provides for the issuance of letters of credit which, if drawn upon, would be deemed advances under the Line of Credit.  We are required to pay a fee equal to 0.25% per annum on the average daily unused amount of the Line of Credit.  We have granted the Bank a first priority security interest in all of the Company’s accounts receivable, other rights to payment, general intangibles, inventory, and equipment to secure all indebtedness of the Company to the Bank.

Extensions of credit under the Wells Fargo Credit Agreement are subject to certain conditions.  The Wells Fargo Credit Agreement also requires us to comply with certain financial covenants, including maintaining, on a consolidated basis:

·  
Tangible Net Worth of not less than $35,000,000 at each month end, with “Tangible Net Worth” defined as the aggregate of total stockholders’ equity plus subordinated debt less any intangible assets.

·  
Current Ratio of not less than 1.45 to 1.0 at each month end, with “Current Ratio” defined as total current assets divided by total current liabilities.

 
- 19 -

 

·  
Pre-tax profit of not less than $1,500,000 on a rolling four-quarter basis, determined as of each fiscal quarter-end.

We were in compliance with all of the financial covenants under the Wells Fargo Credit Agreement at September 30, 2011.

We are relying on expected positive cash flow from operations and our Line of Credit to fund our future working capital and asset purchases.  At September 30, 2011, we had total borrowing capacity of $12.0 million on our Line of Credit.  We did not have an outstanding balance on our Line of Credit at September 30, 2011.

In the short term, we believe that the aforementioned resources will be sufficient to fund our planned operations through 2011.  While there can be no assurance that the available capital will be sufficient to fund our future operations beyond 2011, we believe that future profitable operations, as well as access to additional capital through debt or equity financings, will be the primary means for funding our operations for the long term.

We continue to follow a plan which includes (i) aggressively monitoring and controlling costs, (ii) increasing revenues from sales of our existing products and services, (iii) developing new products and services, as well as (iv) selectively pursuing synergistic acquisitions to increase our critical mass.  However, there can be no assurance that costs can be controlled, revenues can be increased, financing may be obtained, acquisitions successfully consummated, or that we will be profitable.

Off-Balance Sheet Transactions

The Company does not maintain any off-balance sheet transactions, arrangements, obligations or other relationships with unconsolidated entities or others that are expected to have a material current or future effect on the Company’s financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.

Impact of Inflation and Changing Prices

The impact of inflation and changing prices on the Company has been primarily limited to salary, laboratory and operating supplies and rent increases and has historically not been material to the Company’s operations.  In the future, the Company may not be able to increase the prices of laboratory testing by an amount sufficient to cover the cost of inflation, although the Company is responding to these concerns by refocusing the laboratory operations towards higher margin testing (including clinical and pharmaceutical trials) as well as emphasizing the marketing, sales and operations of the Product Sales business.


 
- 20 -

 

Seasonality

The Company believes that the laboratory testing business is subject to seasonal fluctuations in pre-employment screening.  These seasonal fluctuations include reduced volume in the year-end holiday periods and other major holidays.  In addition, inclement weather may have a negative impact on volume thereby reducing net revenues and cash flows.

Impact of New Accounting Standards
 
In September 2011, the Financial Accounting Standards Board (FASB) issued updated guidance on the periodic testing of goodwill for impairment.  This guidance will allow companies to assess qualitative factors to determine if it is more-likely-than-not that goodwill might be impaired and whether it is necessary to perform the two-step goodwill impairment test required under current accounting standards.  This new guidance is effective for us beginning January 1, 2012, with early adoption permitted.  We are currently evaluating this guidance, but do not expect the adoption will have a material impact on our consolidated financial statements.
 
In July 2011, the FASB issued guidance on the presentation and disclosure of patient service revenue, provision for bad debts, and the allowance for doubtful accounts for certain health care entities.  This guidance requires certain health care entities to change the presentation of their statement of income by reclassifying the provision for bad debts associated with patient service revenue from an operating expense to a deduction from patient service revenue (net of contractual allowances and discounts).  Additionally, those health care entities are required to provide enhanced disclosure about their policies for recognizing revenue and assessing bad debts.  The guidance also requires disclosures of patient service revenue (net of contractual allowances and discounts by major payor source) as well as qualitative and quantitative information about changes in the allowance for doubtful accounts.  This new guidance is effective for us beginning January 1, 2012, with early adoption permitted.  We are currently evaluating the impact of adopting this guidance on our consolidated financial statements.


 


 
- 21 -

 

Item 3:  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

There have been no material changes in our market risk during the quarter ended September 30, 2011.  For additional information refer to Item 7A of our Annual Report on Form 10-K for the year ended December 31, 2010.

Item 4:  CONTROLS AND PROCEDURES.

Evaluation of Disclosure Controls Procedures
 
As of the end of the period covered by this report, we conducted an evaluation under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, regarding the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934 (the "Exchange Act")), pursuant to Rule 13a-15(b) under the Exchange Act.  Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures are effective.
 
Changes in Internal Controls
 
There were no changes in our internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) that occurred during the period covered by this report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
 

 
- 22 -

 

PART II                      OTHER INFORMATION


ITEM 6
EXHIBITS.  See Exhibit Index on page following signature page.





 
- 23 -

 



SIGNATURES


Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
 
MEDTOX SCIENTIFIC, INC.

Signature
Title
Date
/s/ Richard J. Braun
President, Chief Executive Officer, and
October 27, 2011
Richard J. Braun
Chairman of the Board of Directors (Principal Executive Officer)
 
     
/s/ Kevin J. Wiersma
Vice President and Chief Financial Officer
October 27, 2011
Kevin J. Wiersma
(Principal Financial Officer)
 
     
/s/ Angela M. Lacis
Corporate Controller
October 27, 2011
Angela M. Lacis
(Principal Accounting Officer)
 
     






 
- 24 -

 

EXHIBIT INDEX
MEDTOX SCIENTIFIC, INC.
FORM 10-Q FOR QUARTER ENDED SEPTEMBER 30, 2011
 
 
Exhibit
Number                   Description

 
10.1
Sixth Amendment to Credit Agreement dated as of August 15, 2011, by and among MEDTOX Scientific, Inc., MEDTOX Laboratories, Inc., and MEDTOX Diagnostics, Inc., and Wells Fargo Bank, National Association—Incorporated by reference to Exhibit 10.1 filed with the Company’s current report on Form 8-K filed August 16, 2011.

 
10.2
Revolving Line of Credit Note dated as of August 15, 2011, by and among MEDTOX Scientific, Inc., MEDTOX Laboratories, Inc., and MEDTOX Diagnostics, Inc., and Wells Fargo Bank, National Association—Incorporated by reference to Exhibit 10.2 filed with the Company’s current report on Form 8-K filed August 16, 2011.
 
 
31.1 
Certification
 
 
31.2 
Certification
 
 
32.1
Section 906 Certification of Chief Executive Officer pursuant to the Sarbanes-Oxley Act of 2002.

 
32.2
Section 906 Certification of Chief Financial Officer pursuant to the Sarbanes-Oxley Act of 2002.

 
101
Financial statements from the quarterly report on Form 10-Q of the Company for the quarter ended September 30, 2011, formatted in XBRL: (i) the Consolidated Statements of Income, (ii) the Consolidated Balance Sheets, (iii) the Consolidated Statements of Cash Flows, and (iv) the Notes to Financial Statements.

 
 
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