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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
(X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the Quarterly Period Ended March 31, 1997
OR
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from __________________ to _________________
Commission file number 0-29100
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PREMIER RESEARCH WORLDWIDE, LTD.
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(Exact name of registrant as specified in its charter)
Delaware 22-3264604
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
124 South 15th Street
Philadelphia, PA 19102
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(Address of principal executive offices) (Zip Code)
215 - 972 - 0420
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(Registrant's telephone number, including area code)
N/A
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(Former name, former address and former fiscal year,
if changed since last report)
- -----------------------------------------------------------------------------------------------------------------------------
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Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. __x__ Yes _____ No
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
The number of shares of Common Stock, $.01 par value,
outstanding as of April 30, 1997, was 6,938,400.
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PREMIER RESEARCH WORLDWIDE, LTD. AND SUBSIDIARIES
INDEX
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Page
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Part I. Financial Information
Item 1. Financial Statements
Condensed consolidated balance sheets -- March 31, 1997 (unaudited) and 3
December 31, 1996
Condensed consolidated statements of operations (unaudited) -- Three months 4
ended March 31, 1997 and 1996
Condensed consolidated statements of cash flows (unaudited) -- Three months 5
ended March 31, 1997 and 1996
Notes to condensed consolidated financial statements (unaudited) 6
Item 2. Management's Discussion and Analysis of Financial Condition and Results of 7
Operations
Part II. Other Information
Item 6. Exhibits 10
Signatures
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PREMIER RESEARCH WORLDWIDE, LTD. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands except share amounts)
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<CAPTION>
March 31, 1997 December 31, 1996
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(unaudited)
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ASSETS
Current assets:
Cash & cash equivalents $ 27,544 $ 1,498
Marketable securities 6,663 -
Accounts receivable, net 3,705 2,837
Prepaid expenses and other 616 386
Deferred income taxes 106 106
---------------------- --------------------------
Total current assets 38,634 4,827
Property and equipment, net 824 732
Goodwill, net 83 94
Deferred income taxes 95 95
---------------------- --------------------------
$ 39,636 $ 5,748
====================== ==========================
LIABILITIES & STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 434 $ 831
Accrued expenses 622 664
Accrued income taxes 223 106
Payable to UM Holdings Ltd. for income taxes 575 485
Deferred revenue 683 1,146
---------------------- --------------------------
Total current liabilities 2,537 3,232
---------------------- --------------------------
Stockholders' equity:
Common stock, $.01 par value, 15,000,000 shares
authorized, 6,938,400 and 4,402,000 shares issued
and outstanding, respectively 69 44
Additional paid-in capital 36,407 2,273
Retained earnings 623 199
---------------------- --------------------------
Total stockholders' equity 37,099 2,516
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$ 39,636 $ 5,748
====================== ==========================
The accompanying notes are an integral part of these statements.
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PREMIER RESEARCH WORLDWIDE, LTD. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share data)
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For the Three Months Ended
March 31, 1997 March 31, 1996
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(unaudited)
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Revenues $ 4,143 $ 2,908
Less-Reimbursed costs (43) (18)
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Net revenues 4,100 2,890
Costs and expenses:
Direct costs 1,422 1,170
Selling, general and administrative 2,059 1,548
Depreciation and amortization 138 203
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Total costs and expenses 3,619 2,921
Other income, net 249 -
Income (loss) before income taxes and minority interest 730 (31)
Minority interest in limited liability company's loss - 101
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Income before income taxes 730 70
Income taxes provision 306 30
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Net income $ 424 $ 40
===================== =======================
Net income per share $ 0.07
=====================
Weighted average shares outstanding (Note 2) 6,365
=====================
Pro forma net loss per share (Note 4):
Pro forma net loss before income taxes (31)
Pro forma income tax benefit (13)
-----------------------
Pro forma net loss (18)
=======================
Pro forma net loss per share $ -
=======================
Shares used in computing pro forma net income per share 5,003
=======================
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The accompanying notes are an integral part of these statements.
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PREMIER RESEARCH WORLDWIDE, LTD. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
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For the Three Months Ended
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March 31, 1997 March 31, 1996
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(unaudited)
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Operating activities:
Net income $ 424 $ 40
Adjustments to reconcile net income to net cash
provided by (used in) operating activities:
Depreciation and amortization 138 203
Minority interest in limited liability company's loss - (101)
Gain on sale of equipment - (2)
Changes in assets and liabilities:
Accounts receivable (868) (24)
Prepaid expenses and other (219) 163
Accounts payable (397) 204
Accrued expenses (42) (26)
Accrued income taxes 117 (124)
Payable to UM Holdings Ltd. for income taxes 90 -
Deferred revenues (463) 31
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Net cash provided by (used in) operating activities (1,220) 364
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Investing activities
Purchases of property and equipment (230) (10)
Proceeds from sales of property and equipment - 34
Purchase (redemption) of investments (6,663) -
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Net cash provided by (used in) investing activities (6,893) 24
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Financing activities:
Net proceeds from the issuance of common stock 34,159 -
Net contributions from UM Holdings Ltd. - 44
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Net cash provided by financing activities 34,159 44
Net increase in cash and cash equivalents 26,046 432
Cash and cash equivalents, beginning of period 1,498 33
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Cash and cash equivalents, end of period $ 27,544 $ 465
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The accompanying notes are an integral part of these financial statements.
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PREMIER RESEARCH WORLDWIDE, LTD. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Note 1. Basis of Presentation
The accompanying unaudited condensed consolidated financial statements have been
prepared in accordance with generally accepted accounting principles 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
footnotes required by generally accepted accounting principles for complete
financial statements. In the opinion of management, all adjustments (consisting
of normal recurring adjustments) considered necessary for fair presentation have
been included. Operating results for the three month period ended March 31,
1997, are not necessarily indicative of the results that may be expected for the
year ended December 31, 1997. For further information, refer to the consolidated
financial statements and footnotes thereto included in the Company's S-1
Registration Statement filed with the Securities and Exchange Commission as part
of the initial public offering on February 3, 1997.
Note 2. Earnings per Share
The earnings per share calculations for the three month period ended March 31,
1997, are based on 6,095,761 weighted average shares outstanding plus 267,114
common stock equivalent shares related to the 1993 Non-Qualified Stock Option
Plan and 2,401 common stock equivalent shares related to the 1996 Stock Option
Plan.
Note 3. New Accounting Pronouncement
In February 1997, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 128 ("SFAS No. 128"), "Earnings Per Share".
SFAS No. 128 is designed to improve the earnings per share information provided
in financial statements by simplifying the existing computational guidelines,
revising the disclosure requirements and increasing comparability of earnings
per share data on an international basis. This pronouncement is effective for
periods beginning after December 15, 1997, and is not expected to have a
material impact on the Company's financial statements.
Note 4. Pro Forma Net Loss per Share
For the quarter ended March 31, 1996, the Company's historical stockholders'
equity and net income does not reflect the conversion of the minority interest
in Premier Research LLC into Common Stock of the Company upon the closing of the
Company's proposed initial public offering. Accordingly, historical net income
per share is not considered meaningful and has not been presented.
Pro forma net loss excludes the minority interest in the limited liability
company's income or loss. The shares used in computing pro forma net loss per
share include the effect of the minority interest conversion as if the
conversion occurred on January 1, 1996. In addition, the shares used in
computing pro forma net loss per share also include the dilutive effect of
common stock equivalents outstanding during the periods, consisting of common
stock options, using the treasury stock method.
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Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
Overview
The Company is a clinical research organization providing a broad range of
integrated product development services on a global basis to its clients in the
pharmaceutical, biotechnology and medical device industries. The Company's
services include centralized diagnostic testing, clinical trial management,
clinical data management, biostatistical analysis, Phase I clinical research,
health care economics and outcomes research and regulatory affairs services.
The Company's diagnostic service contracts are on a fee-for-service basis and
generally have terms from one month to two years. A portion of the Company's fee
typically is paid upon contract execution as a non-refundable up-front payment,
with the remaining amounts billed monthly. Clinical research service contracts
are generally fixed priced, with certain variable components, and range in
duration from a few months to two years. A portion of the Compny's fee typically
is paid upon contract execution as a non-refundable up-front payment, with the
balance billed in accordance with contract terms. The Company's contracts
generally may be terminated with or without cause on 30 to 90 days notice.
Clients terminate or delay contracts for a variety of reasons, including, among
others, the failure of products being tested to satisfy safety or efficacy
requirements; unexpected or undesirable clinical results of the product; the
client's decision to forego a particular study; insufficent patient enrollment
or investigator recruitment; and production problems resulting in shortages of
required clinical supplies.
Revenues from diagnostic service contracts generally are recognized on a per
procedure basis as the work is performed. Revenues from clinical research
service contracts generally are recognized on a percentage of completion basis
as work is performed. For the three months ended March 31, 1997 and 1996, the
diagnostic services revenues represented 56.3% and 81.2%, respectively, of total
net revenues. The Company regularly subcontracts with third-party investigators
in connection with clinical trials and with other third-party providers for
specialized services. These and other reimbursable costs are paid by the Company
and reimbursed by clients, and in accordance with industry practice, are
included in revenues. Since reimbursed costs may vary significantly from
contract to contract and are not meaningful for analyzing trends in revenues,
they are included in gross revenues but excluded from net revenues. Consistent
with industry practice, the Company considers net revenues its primary measure
of growth. The Company has had, and expects to continue to have, certain clients
from which at least 10% of the Company's overall revenue is generated. The
Company believes that such concentration of business is not uncommon in the
clinical research industry.
Results of Operations
Three months ended March 31, 1997, compared to three months ended March 31, 1996
Net revenue increased $1.2 million, or 41.9%, to $4.1 million for the three
months ended March 31, 1997, compared to the three months ended March 31, 1996.
This increase was primarily due to net increases of $0.9 million and $0.3
million from clinical data and trial management and Phase I services,
respectively. The clinical trial and data management net revenue growth was
primarily attributable to the Company's increased service capabilities developed
during the last year, and to a lesser extent a $0.4 million termination payment
for a software licensing agreement. The Phase I growth was the result of greater
utilization of the facility and increased services rendered.
Direct costs increased $250,000, or 21.3%, to $1,422,000 for the three months
ended March 31,1997, compared to the three months ended March 31, 1996. This
increase in direct costs was due to the increase in the number of project
related personnel required to obtain and support the increased level of
operations. Offsetting the higher project related costs were reduced
subcontracting ECG reading analysis costs. For the quarter ended March 31, 1996,
the Company paid ECG reading analysis fees of $298,000 to a professional
corporation owned by Joel Morganroth, M.D., the Company's President and Chief
Executive Officer. The Company and Dr. Morganroth have entered into new
employment and consulting agreements effective January 1, 1997; under these
agreements Dr. Morganroth no longer receives ECG reading fees. Direct costs as a
percentage of net revenue decreased to 34.7% for the three months ended March
31, 1997, from 40.6% for the three months ended March 31, 1996.
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Selling, general and administrative expenses increased by $0.5 million, or
33.2%, to $2.0 million for the three months ended March 31, 1997, compared to
the three months ended March 31, 1996. This increase was primarily the result of
the initiation of new marketing campaigns and the increase in the costs
associated with increased personnel and outside services resulting from the
Company's growth. Selling, general and administrative expenses as a percentage
of net revenues decreased to 50.2% for the three months ended March 31, 1997,
from 53.5 % for the three months ended March 31, 1996.
Depreciation and amortization expense decreased $64,000 or 31.7% to $138,000 for
the three months ended March 31, 1997, compared to the three months ended March
31, 1996. The decrease is primarily the result of equipment for the Phase I and
clinical lab units purchased in prior years becoming fully depreciated during
1996 and the quarter ended March 31, 1997, and the Company's decision to move
development of information technology to personal computers and server-based
computer systems from the more expensive VAX systems.
Other income of $249,000 for the three months ended March 31,1997, resulted from
interest income on cash, cash equivalents and marketable securities due
primarily to proceeds from the Company's initial public offering in February
1997.
The Company's effective income tax rate was 42.0% for the three months ended
March 31, 1997, and March 31, 1996.
Liquidity and Capital Resources
As of March 31, 1997, the Company had $27.5 million of cash and cash
equivalents on hand and $6.7 million invested in marketable securities. The
Company has historically funded its operations and growth including
acquisitions with cash flow from operations. In February 1997, the Company
completed an initial public offering of its common stock. Proceeds of the
offering, after expenses were approximately, $34.2 million.
During the three months ended March 31, 1997, the Company experienced a net
decrease in cash from operating activities of $1.2 million. Capital
expenditures totaled $0.2 million. Proceeds from the Company's initial public
offering totaled $34.2 million. The Company used $6.7 million to acquire
marketable securities.
The Company has a line of credit arrangement totaling $1 million with First
Union National Bank. At March 31, 1997, the Company has no borrowings under the
line of credit.
The Company expects existing cash and cash equivalents, marketable securities,
cash flow from operations, and the borrowings under its line of credit will be
sufficent to meet its foreseeable cash needs for at least the next two years.
Although the Company presently is not a party to any acquistion agreements or
similar arrangements, there may be acquistions or other growth opportunities
that require additional external financing, and the Company may from time to
time seek to obtain additional funds from the public or private issuances of
equity or debt securities. There can be no assurances that such financings will
be available on terms acceptable to the Company.
Recent Events
On May 6, 1997, the Company issued a press release indicating that the Company
expects net revenues for the second quarter will be substantially less than net
revenues of $4.3 million for the second quarter of 1996 while expenses for the
quarter are expected to increase from the prior period as the Company expands
its personnel and infrastructure to perform expected work under existing and
contemplated clinical research contracts.
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Inflation
The Company believes the effects of inflation generally do not have a material
adverse effect on its results of operations or financial condition.
Cautionary Statement for Forward Looking Information
Statements included in Management's Discussion and Analysis of Financial
Condition and Results of Operations set forth above may constitute forward
looking statements within the meaning of the Private Security Litigation Reform
Act of 1995. Such statements involve a number of risks and uncertainties such as
competitive factors, technological development, market demand, and the Company's
ability to obtain new contracts and accurately estimate net revenues due to
variability in size, scope and duration of projects, and internal issues of the
sponsoring client. Further information on potential factors that could affect
the Company's financial results can be found in the Company's Registration
Statement filed with the Securities and Exchange Commission.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
PREMIER RESEARCH WORLDWIDE, LTD.
(Registrant)
Date: May 15, 1997 By: /s/ Joel Morganroth
-----------------------------
Joel Morganroth, MD
President and Chief Executive Officer
Date: May 15, 1997 By: /s/ Fred M. Powell
-----------------------------
Fred M. Powell
Chief Financial Officer
(Principal Financial and Accounting Officer)
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EXHIBIT 11
PREMIER RESEARCH WORLDWIDE, LTD. AND SUBSIDIARIES
COMPUTATION OF EARNINGS PER COMMON AND COMMON EQUIVALENT SHARE
(in thousands, except for earnings per share)
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For the Three Months Ended
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March 31, 1997 March 31, 1996
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Net income $ 424
======
Average shares outstanding 6,096
Net effect of dilutive stock options-based on the
treasury stock method using average market price 269
------
Weighted average share 6,365
======
Earnings per common and common equivalent share $ 0.07
======
Pro Forma net loss $ (18)
=========
Pro forma weighted average shares assuming the conversion of the
minority interest in the limited liability company into Common Stock
of the Company as if it had converted as of January 1, 1996 instead of
at the closing of the initial public offering. 5,003
=========
Pro forma earnings per common and common equivalent share $ (0.00)
=========
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<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM UNAUDITED
FINANCIAL STATEMENTS FOR THE QUARTER ENDED MARCH 31, 1997.
</LEGEND>
<MULTIPLIER> 1,000
<CURRENCY> U.S. DOLLARS
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> MAR-31-1997
<EXCHANGE-RATE> 1
<CASH> 27,544
<SECURITIES> 6,663
<RECEIVABLES> 3,842
<ALLOWANCES> (137)
<INVENTORY> 0
<CURRENT-ASSETS> 38,634
<PP&E> 6,756
<DEPRECIATION> (5,932)
<TOTAL-ASSETS> 39,636
<CURRENT-LIABILITIES> 2,537
<BONDS> 0
0
0
<COMMON> 69
<OTHER-SE> 37,030
<TOTAL-LIABILITY-AND-EQUITY> 39,636
<SALES> 4,100
<TOTAL-REVENUES> 4,100
<CGS> 0
<TOTAL-COSTS> 3,619
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 730
<INCOME-TAX> 306
<INCOME-CONTINUING> 424
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 424
<EPS-PRIMARY> .07
<EPS-DILUTED> .07
</TABLE>
