<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 205498
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 June 30, 1998
or
[ ] Transitional report pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the transitional period from to
----------------- ----------------
Commission file number 0-29100
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PREMIER RESEARCH WORLDWIDE, LTD.
--------------------------------
(Exact name of registrant as specified in its charter)
Delaware 22-3264604
- --------------------------------- ----------------------------------
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
124 South 15th Street
Philadelphia, PA 19102
- --------------------------------- ----------------------------------
(Address of principal executive offices) (Zip Code)
215-972-0420
--------------------------------------------------
(Registrant's telephone number, including area code)
N/A
- --------------------------------------------------------------------------------
(Former name, former address and formal fiscal year,
if changed since last report)
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 August
10, 1998, was 7,102,400.
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PREMIER RESEARCH WORLDWIDE, LTD. AND SUBSIDIARIES
INDEX
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<TABLE>
<CAPTION>
Page
----
<S> <C> <C>
Part I. Financial Information
Item 1. Financial Statements
Condensed consolidated balance sheets--June 30, 1998 (unaudited) and
December 31, 1997 3
Condensed consolidated statements of operations (unaudited)--Three Months
And Six Months Ended June 30, 1998 and 1997 4
Condensed consolidated statements of cash flows (unaudited)--Six Months
Ended June 30, 1998 and 1997 5
Notes to condensed consolidated financial statements (unaudited) 6-7
Item 2. Management's Discussion and Analysis of Financial Condition and Results of
Operations 7-11
Item 4. Submission of Matters to a Vote of Security Holders 12
Item 5. Other Information 12
Part II. Other Information 12
Item 6. Exhibits and Reports on Form 8-K
a.) Exhibits
27 Financial Data Schedule
b.) Reports on Form 8-K
None
Signatures 13
</TABLE>
2
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PREMIER RESEARCH WORLDWIDE, LTD. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands, except share amounts)
<TABLE>
<CAPTION>
June 30, 1998 December 31, 1997
------------- -----------------
(unaudited)
ASSETS
<S> <C> <C>
Current assets:
Cash and cash equivalents $ 10,042 $ 4,679
Short-term investments 8,245 17,084
Accounts receivable, net 8,659 5,169
Prepaid expenses and other 1,928 945
Deferred income taxes 91 91
-------- --------
Total current assets 28,965 27,968
Property and equipment, net 2,634 1,986
Goodwill, net 2,255 2,538
Other assets 24 23
Deferred income taxes 4,107 4,259
-------- --------
$ 37,985 $ 36,774
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 1,316 $ 1,745
Accrued expenses 1,041 1,214
Deferred revenues 4,402 3,348
-------- --------
Total current liabilities 6,759 6,307
-------- --------
Commitments and contingencies
Stockholders' equity:
Preferred stock-$10 par value, 500,000 shares authorized,
none issued and outstanding -- --
Common stock-$.01 par value, 15,000,000 shares authorized,
7,173,500 and 6,938,400 shares issued and outstanding 72 69
Additional paid-in capital 36,961 36,430
Accumulated deficit (5,807) (6,032)
-------- --------
Total stockholders' equity 31,226 30,467
-------- --------
$ 37,985 $ 36,774
======== ========
</TABLE>
The accompanying notes are an integral part of these statements
3
<PAGE>
PREMIER RESEARCH WORLDWIDE, LTD. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except share amounts)
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
June 30, June 30,
------------------------ -----------------------
1998 1997 1998 1997
---- ---- ---- ----
(unaudited) (unaudited)
<S> <C> <C> <C> <C>
Revenues $ 9,575 $ 3,059 $ 17,588 $ 7,201
Less-Reimbursed costs (1,504) (249) (2,744) (292)
-------- -------- -------- --------
Net revenues 8,071 2,810 14,844 6,909
-------- -------- -------- --------
Costs and expenses:
Direct costs 3,559 1,647 6,317 3,068
Selling, general and administrative 4,106 2,502 7,931 4,561
Depreciation and amortization 387 148 730 286
-------- -------- -------- --------
Total costs and expenses 8,052 4,297 14,978 7,915
-------- -------- -------- --------
Income (loss) from operations 19 (1,487) (134) (1,006)
Other income, net 249 430 511 679
-------- -------- -------- --------
Income (loss) before income taxes 268 (1,057) 377 (327)
Income tax provision (benefit) 108 (496) 152 (190)
-------- -------- -------- --------
Net income (loss) $ 160 $ (561) $ 225 $ (137)
======== ======== ======== ========
Basic and diluted net income (loss) per share $ 0.02 $ (0.08) $ 0.03 $ (0.02)
======== ======== ======== ========
</TABLE>
The accompanying notes are an integral part of these statements
4
<PAGE>
PREMIER RESEARCH WORLDWIDE, LTD. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
<TABLE>
<CAPTION>
Six Months Ended June 30,
-----------------------------
1998 1997
---- ----
(unaudited)
<S> <C> <C>
Operating activities:
Net income (loss) $ 225 $ (137)
Adjustments to reconcile net income (loss) to net cash
used in operating activities:
Depreciation and amortization 730 286
Deferred income taxes 152 --
Changes in assets and liabilities:
Accounts receivable (3,490) (243)
Prepaid expenses and other (984) (196)
Accounts payable (429) (181)
Accrued expenses (82) (622)
Payable to UM Holdings Ltd. for income taxes -- (485)
Deferred revenues 1,054 (465)
-------- --------
Net cash used in operating activities (2,824) (2,043)
-------- --------
Investing activities:
Purchases of property and equipment (1,186) (663)
Purchases of short-term investments -- (7,358)
Proceeds from sales of short-term investments 8,839 --
-------- --------
Net cash provided by (used in) investing activities 7,653 (8,021)
-------- --------
Financing activities:
Net proceeds from issuance of common stock -- 34,159
Net proceeds from exercise of stock options 534 --
-------- --------
Net cash provided by financing activities 534 34,159
-------- --------
Net increase in cash and cash equivalents 5,363 24,095
Cash and cash equivalents, beginning of period 4,679 1,498
-------- --------
Cash and cash equivalents, end of period $ 10,042 $ 25,593
======== ========
Supplemental disclosure of cash flow information:
Non-cash adjustment to goodwill and accrued expenses $ 91 --
</TABLE>
The accompanying notes are an integral part of these statements
5
<PAGE>
PREMIER RESEARCH WORLDWIDE, LTD. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
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 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 periods ended June 30, 1998, are not
necessarily indicative of the results that may be expected for the year ending
December 31, 1998. Further information on potential factors that could affect
the Company's financial results can be found in the Company's S-1 Registration
Statement and its Reports on Form 10-K and 10-Q filed with the Securities and
Exchange Commission.
Note 2. Net Income (Loss) per Share
In February 1997, the Financial Accounting Standards Board (FASB) issued
Statement of Financial Accounting Standards (SFAS) No. 128 "Earnings per Share."
This statement established new standards for computing and presenting earnings
per share and requires the restatement of prior year amounts. The Company
adopted SFAS No. 128 effective December 31, 1997.
Basic net income (loss) per share was computed by dividing net income (loss) by
the weighted average number of shares of common stock outstanding during the
period. Diluted net income (loss) per share was computed by dividing net income
(loss) by the weighted average number of shares of common stock outstanding
during the period, adjusted for the dilutive effect of common stock equivalents,
if any, which consist of stock options, using the treasury stock method.
The table below sets forth the reconciliation of the numerators and denominators
of the basic and diluted net income (loss) per share computations. As required
by SFAS No. 128, all prior-period per share data has been restated to conform to
the provisions of this statement.
Three Months Ended June 30,
- ---------------------------
Net Per
Income Share
1998 (Loss) Shares Amount
- ------------------------- -------- ------ ------
Basic ................... $ 160,000 7,173,500 $ 0.02
Effect of dilutive shares -- 100,000 --
--------- --------- --------
Diluted ................. $ 160,000 7,273,500 $ 0.02
========= ========= ========
1997
- -------------------------
Basic ................... $(561,000) 6,938,000 $ (0.08)
Effect of dilutive shares -- -- --
--------- --------- --------
Diluted ................. $(561,000) 6,938,000 $ (0.08)
========= ========= ========
Options to purchase 621,414 shares of common stock were outstanding at June 30,
1998 but were not included in the computation of diluted net income per share
for the three months ended June 30, 1998 because the option exercise prices were
greater than the average market price of the Company's common stock during the
period. Options to purchase 670,714 shares of common stock were outstanding at
June 30, 1997 but were not included in the computation of diluted net loss per
share for the three months ended June 30, 1997 because their effect would be
anti-dilutive.
6
<PAGE>
Six Months Ended June 30,
- -------------------------
Net Per
Income Share
1998 (Loss) Shares Amount
- ------------------------- -------- ------ ------
Basic ................... $ 225,000 7,128,000 $ 0.03
Effect of dilutive shares -- 150,000 --
--------- --------- --------
Diluted ................. $ 225,000 7,278,000 $ 0.03
========= ========= ========
1997
- -------------------------
Basic ................... $(137,000) 6,517,000 $ (0.02)
Effect of dilutive shares -- -- --
--------- --------- --------
Diluted ................. $(137,000) 6,517,000 $ (0.02)
========= ========= ========
Options to purchase 571,414 shares of common stock were outstanding at June 30,
1998 but were not included in the computation of diluted net income per share
for the six months ended June 30, 1998 because the option exercise prices were
greater than the average market price of the Company's common stock during the
period. Options to purchase 670,714 shares of common stock were outstanding at
June 30, 1997 but were not included in the computation of diluted net loss per
share for the six months ended June 30, 1997 because their effect would be
anti-dilutive.
Note 3. New Accounting Pronouncements
In June 1997, the FASB issued SFAS No. 130, "Reporting Comprehensive Income,"
which is effective for financial statements issued for fiscal years beginning
after December 15, 1997. The Company's comprehensive income includes net income
and unrealized gains and losses from foreign currency translation and short-term
investments. These unrealized gains and losses were immaterial for the periods
ended June 30, 1998 and 1997.
In June 1997, the FASB issued SFAS No. 131, "Disclosure About Segments of an
Enterprise and Related Information". This statement establishes additional
standards for segment reporting in the financial statements and is effective for
fiscal years beginning after December 15, 1997. Management is currently
evaluating the impact SFAS No. 131 will have on its financial reporting.
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
Overview
The Company is a clinical research organization (CRO) providing a broad range of
integrated products and services to facilitate and expedite the product
development and regulatory approval process on a global basis to its clients in
the pharmaceutical, biotechnology and medical device industries. The Company's
products and services include centralized Core Laboratory testing services and
Clinical Trial and Data Management products and services. Core Laboratory
includes US and International diagnostic services that consist primarily of ECG
reading and blood laboratory services. Clinical Trial and Data Management
products and services include worldwide clinical trial and data management
software, software maintenance and support, services for the design, performance
and management of a clinical trial, bio-statistical analysis, health care
economics and outcomes research and regulatory affairs services.
7
<PAGE>
The Company's core laboratory services 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 Company's fee
typically is paid upon contract execution as a non-refundable up-front payment,
with the balance billed in accordance with the 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 the product(s) being tested to satisfy
safety or efficacy requirements; unexpected or undesired clinical results of the
product; the client's decision to forego a particular study; insufficient
patient enrollment or investigator recruitment; and production problems
resulting in shortages of required supplies.
Revenues from core laboratory 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. 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. Revenues from clinical trial software licenses are recognized upon
shipment of the software and related documentation and customer acceptance.
Revenues from software maintenance and continuing support contracts are
recognized on a straight-line basis over the period in which the software
maintenance and continuing support is provided. Revenues from consulting and
training services are recognized when the services are performed.
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, which will generate at least 10% of the Company's overall net
revenue. The Company believes that such concentration of business is not
uncommon in the clinical research industry.
Results of Operations
Three months ended June 30, 1998 compared to three months ended June 30, 1997
Net revenues for the three months ended June 30, 1998, increased $5,261,000 or
187.2% to $8,071,000 compared to $2,810,000 for the three months ended June 30,
1997. Both the Core Laboratory and the Clinical Trial and Data Management
products and services experienced strong net revenue performance during the
three months ended June 30, 1998. Clinical Trial and Data Management products
and services include DLB Systems' software products and services. DLB was
acquired in the fourth quarter of 1997, and contributed $2,467,000 to the
overall net revenue increase of the Company.
Core Laboratory net revenues, increased $1,284,000 or 90.2% to $2,707,000 for
the three months ended June 30, 1998 compared to $1,423,000 for the same three
months of 1997. The increase in Core Laboratory net revenues was the result of
increased contract signings and, in part, from the recognition of $748,000 in
net revenues for work completed under a contract, which was cancelled before
completion. Clinical Trial and Data Management products and services increased
$3,977,000 or 286.7% to $5,364,000 for the three months ended June 30, 1998
compared to $1,387,000 for the three months ended June 30, 1997. The increase in
the Clinical Trial and Data Management business was due to the impact of DLB
Systems, acquired in the fourth quarter of 1997, increased contract signings and
the realization of part of the Company's increasing backlog. The increase in the
Clinical Trial and Data Management business more than offset the loss in
revenues from the Company's Phase I Unit, which was closed during the first
quarter of 1998. The Phase I Unit recorded net revenues of $61,000 for the three
months ended June 30, 1998 compared to net revenues of $745,000 for the three
months ended June 30, 1997.
8
<PAGE>
Direct costs increased $1,912,000 or 116.1% to $3,559,000 for the three months
ended June 30, 1998 from $1,647,000 for the three months ended June 30, 1997. As
a percentage of net revenues, direct costs were 44.1% for the three months ended
June 30, 1998 compared to 58.6% for the three months ended June 30, 1997. The
decrease in direct costs as a percentage of net revenue was primarily due to the
addition of DLB Systems, whose products and services have lower direct costs as
a percentage of net revenues, the recognition of $748,000 in net revenues for
work completed under a contract which was cancelled and to the overall increase
in net revenues. Core Laboratory direct costs increased $186,000 or 24.8% to
$936,000 for the period ending June 30, 1998 compared to $750,000 for the 1997
period. The increase in direct costs is entirely related to the increase in net
revenues in the Core Laboratory operations. Direct costs for Clinical Trial and
Data Management products and services increased $1,726,000 or 192.4% to
$2,623,000 for the three months ended June 30, 1998 from $897,000 for the same
three months of 1997. DLB Systems, which is included in Clinical Trial and Data
Management, accounted for $1,109,000 of the year-to-year increase in direct
costs. The remainder of the increase is primarily due to higher costs associated
with increased net revenues. The increase in Clinical Trial and Data Management
direct costs were partially offset by reduced costs in the Company's Phase I
Unit, which was closed in the first quarter of 1998. Direct costs for the Phase
I Unit for the three months ended June 30, 1997 were $499,000.
Selling, general and administrative expenses increased $1,604,000 or 64.1% to
$4,106,000 for the three months ended June 30, 1998 from $2,502,000 for the
three months ended June 30, 1997. DLB Systems' selling, general and
administrative expenses were $1,036,000 for the three months ended June 30, 1998
and accounted for most of the year-to-year increase. The balance of the increase
reflects general growth to support the Company's increased net revenues and the
impact of the Company's decision to build its international Clinical Trial and
Data management infrastructure, which accounted for $447,000 of the increase in
selling, general and administrative expenses. For the three months ended June
30, 1998, selling, general and administrative expenses were 50.9% of net
revenues compared to 89.0% of net revenues for the same three months of 1997.
The decrease in the percentage is primarily due to the Company's increased net
revenues as these costs are relatively fixed in nature.
Depreciation and amortization expense for the second quarter of 1998 were
$387,000 and increased $239,000 when compared to $148,000 incurred in the second
quarter of 1997. The increase is primarily due to the amortization of the DLB
Systems goodwill and increased depreciation expense resulting from additional
capital spending to support the growth in the business.
Other income decreased to $249,000 from $430,000 for the three months ended June
30, 1998 and 1997, respectively. The decrease is due to lower cash and
short-term investment balances in 1998 as a result of the Company's purchase of
DLB Systems and uses of cash to support working capital and capital expenditure
needs in 1998.
The Company's effective tax rate for the three months ended June 30, 1998 was
40.3% compared to an effective tax rate of 46.9% for the three months ended June
30, 1997.
Six months ended June 30, 1998 compared to six months ended June 30, 1997
Net revenues for the six months ended June 30, 1998 increased $7,935,000 or
114.8% to $14,844,000 for the six months ended June 30, 1998 from, $6,909,000
for the six months ended June 30, 1997. The Core Laboratory's net revenues
increased $835,000 or 22.4% to $4,563,000 for the six months ended June 30, 1998
from $3,728,000 for the six months ended June 30, 1997. Core Laboratory net
revenues for the six months ended June 30, 1998 were favorably impacted by the
recognition of $748,000 in net revenues for work completed under a contract
which was cancelled before completion. Core Laboratory net revenues for the six
months ended June 30, 1997 were favorably impacted by the completion of several
large ECG contracts in the first three months of 1997 with a lower level of new
contracts initiated in the comparable 1998 period. Clinical Trial and Data
Management products and services net revenue increased $7,100,000 or 223.2% to
$10,281,000 for the six months ended June 30, 1998 from $3,181,000 for the six
months ended June 30, 1997. The increase in the Clinical Trial and Data
Management business was due to the impact of DLB Systems, acquired in the fourth
quarter of 1997, and which contributed $4,980,000 to the year-to-date net
revenues, increased contract signings and the realization of part of the
Company's increasing backlog. The increase in the overall Clinical Trial and
Data Management business more than offset the loss in revenues from the
Company's Phase I Unit, which was closed during the first quarter of 1998. The
Phase I Unit recorded net revenues of $134,000 for the six months ended June 30,
1998 compared to $1,298,000 of net revenues for the six months ended June 30,
1997.
9
<PAGE>
Direct costs for the six months ended June 30, 1998 increased $3,249,000 or
105.9% to $6,317,000 from $3,068,000 for the six months ended June 30, 1997. As
a percentage of net revenues, direct costs were 42.6% for the six months ended
June 30, 1998 compared to 44.4% for the six months ended June 30, 1997. The
decrease in direct costs as a percentage of net revenues was primarily due to
the addition of DLB Systems, whose products and services have lower direct costs
as a percentage of net revenues, the recognition of $748,000 in net revenues for
work completed under a contract which was cancelled and to the overall increase
in net revenues. Core Laboratory direct costs increased $313,000 or 21.6% to
$1,764,000 for the six months ended June 30, 1998 from $1,451,000 for the same
six months of 1997. Direct costs for Clinical Trial and Data Management products
and services increased $2,936,000 or 181.6% to $4,553,000 for the 1998 period
compared to $1,617,000 for the 1997 period. DLB Systems' direct costs were
$1,868,000 for the six months ended June 30, 1998 and account for 63.6% of the
year-to-year increase in Clinical Trial and Data Management direct costs. The
balance of the increase was due primarily to higher costs associated with the
net revenue growth, specifically in Clinical Trial Management. Partially
offsetting the year-to-year increase was lower direct costs in the Company's
Phase I Unit, which was closed during the first quarter of 1998. Direct costs in
the Phase I Unit were $65,000 for the first six months of 1998 compared to
$851,000 for the same six-month period of 1997.
Selling, general and administrative expenses increased $3,370,000 or 73.9% to
$7,931,000 during the six months ended June 30, 1998 from $4,561,000 for the six
months ended June 30, 1997. DLB Systems, acquired in the fourth quarter of 1998,
accounted for $2,066,000 or 61.3% of the year-to-year increase. The balance of
the increase reflects general growth to support the Company's increased net
revenues and the impact of the Company's decision to build its international
Clinical Trial and Data Management infrastructure, which accounted for $742,000
of the increase in selling, general and administrative expenses. For the six
months ended June 30, 1998, selling, general and administrative expenses were
53.4% of net revenues compared to 66.0% of net revenues for the same six months
of 1997, with the decrease in the percentage primarily due to the Company's
increased net revenues as these costs are relatively fixed in nature.
Depreciation and amortization expense for the first six months of 1998 was
$730,000 and increased $444,000 when compared to $286,000 incurred in the first
six months of 1997. The increase is primarily due to the amortization of the DLB
Systems goodwill and increased depreciation expense resulting from additional
capital spending to support the growth in the business.
Other income decreased to $511,000 from $679,000 for the six months ended June
30, 1998 and 1997, respectively. The decrease is due to lower cash and
short-term investment balances in 1998 as a result of the Company's purchase of
DLB Systems and general uses of cash to support working capital and capital
expenditure needs in 1998.
The Company's effective tax rate for the six months ended June 30, 1998 was
40.3% compared to an effective tax rate of 58.1% for the six months ended June
30, 1997.
Liquidity and Capital Resources
For the six months ended June 30, 1998, the Company used cash in operations of
$2,824,000 compared to $2,043,000 of cash used in operations for the six months
ended June 30, 1997. The year-to-year change was primarily the result of a
higher accounts receivable balance, reflecting the Company's increasing
revenues, partially offset by increased deferred revenues and increased income
before depreciation and amortization.
At June 30, 1998, the Company had $10,042,000 of cash and cash equivalents on
hand and $8,245,000 invested in short-term securities. For the six months ended
June 30, 1998, the Company sold, upon maturity, $8,839,000 of short-term
investments and re-invested the proceeds in investments with maturities of
ninety days or less. The Company generally places its investments in A1P1 rated
commercial bonds and paper, municipal securities and certificates of deposit
with maturities of less than one year.
During the six months ended June 30, 1998, the Company purchased $1,186,000 of
equipment compared to $663,000 during the six months ended June 30, 1997. The
increase in equipment purchases reflects the additional capital equipment needed
to support the growth of the Company.
10
<PAGE>
During the six months ended June 30, 1998, the Company received $534,000 in cash
from the exercise of 235,100 employee stock options.
The Company has renewed through June 30, 1999, its bank line of credit, that
provides for borrowings up to $3,000,000 at an interest rate of prime minus 35
basis points. The line of credit agreement includes certain covenants, the most
restrictive of which limit future indebtedness and require compliance with a
liabilities-to-tangible net worth ratio. To date, the Company has not borrowed
any amounts under its line of credit.
On July 2, 1998, the Company made an investment of $1,000,000 for a minority
equity position in America's Doctor, an internet company, which will provide
real-time physician chat, referrals and health care events on America Online's
Health web site.
On July 20, 1998, the Company announced that its Board of Directors had
authorized the repurchase, over time, of up to 500,000 shares of the Company's
common stock at prices determined appropriate by the Company. As of August 10,
1998, the Company has repurchased 71,100 shares of its Common Stock at an
average price per share of $4.22.
The Company expects that existing cash and cash equivalents, short-term
investments, cash flows from operations and borrowings under its line of credit
will be sufficient to meet its foreseeable cash needs for at least the next
year. However, there may be acquisition and 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 assurance that such financings will be
available or available on terms acceptable to the Company.
Year 2000
Many computer systems were not designed to handle any dates beyond the year
1999, and therefore, computer hardware and software will need to be modified
prior to the year 2000 in order to remain functional. The current versions of
the Company's software products support dates in the year 2000 and beyond. In
the event that Year 2000 compliance is not successfully achieved, on a timely
basis, by any of the Company's significant suppliers or customers, the Company's
business or operations could be adversely affected. The Company has evaluated
its information technology infrastructure and has made or is in the process of
making modifications for Year 2000 compliance. The Company does not expect
future costs to modify its information technology infrastructure to be material
to its financial condition or results of operations.
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 Securities
Litigation Reform Act of 1995. Such statements involve a number of risks and
uncertainties such as competitive factors, technology 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 S-1 Registration Statement and its Reports on Form 10-K and 10-Q filed
with the Securities and Exchange Commission.
11
<PAGE>
Item 4. Submission of Matters to a Vote of Security Holders
The Company held its Annual Meeting of Shareholders on April 30, 1998. Matters
submitted to the Shareholders for vote were the election of two directors to
each serve a three-year term until 2001 and the ratification of the appointment
of Arthur Andersen LLP as the Company's independent auditors for the year ending
December 31, 1998.
At the meeting, the shareholders elected John Aglialoro and Arthur Hull Hayes,
Jr., MD to the Board of Directors with 5,645,829 votes for the election or 78.7
% of the 7,173,500 shares outstanding and eligible to vote with 600 votes
abstaining. With their election, they join Joan Carter, Chairman, Arthur W.
Hicks, Jr., Charles L. Jacobson, MD, Jerry D. Lee, Joel Morganroth, MD, Philip
J. Whitcome, Ph.D., and Connie Woodburn as Directors of the Company.
In addition, the Shareholders ratified the appointment of Arthur Andersen LLP as
the Company's independent auditors for 1998 with 5,645,904 shares voting for
ratification or 78.7% of the shares outstanding and eligible to vote with 525
votes abstaining.
Item 5. Other Information
In accordance with Rule 14a-4(c) promulgated by the Securities and Exchange Act
pursuant to the Securities Exchange Act of 1934, as amended, the holders of
proxies solicited by the Board of Directors of the Company in connection with
the Company's 1999 Annual Meeting of Stockholders may vote such proxies in their
discretion on certain matters as more fully described in such Rule, including
without limitation on any matter coming before the meeting as to which the
Company does not have notice on or before February 14, 1999.
Item 6. Exhibits and Reports on Form 8-K
a.) Exhibits
27 Financial Data Schedule
b.) Reports on Form 8-K
None
12
<PAGE>
Signatures
Pursuant to the requirements of the Securities and 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: August 13, 1998 By: /s/ Joel Morganroth
------------------------------------
Joel Morganroth, MD
Chief Executive Officer
Date: August 13, 1998 By: /s/ Fred M. Powell
------------------------------------
Fred M. Powell
Chief Financial Officer
(Principal Financial and Accounting
Officer)
13
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