<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 September 30, 2000
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
-------
PRWW, LTD.
----------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 22-3264604
------------------------------------------ ------------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
30 South 17th Street
Philadelphia, PA 19103
------------------------------------------ -----------------------------------
(Address of principal executive offices) (Zip Code)
215-972-0420
--------------------------------------------------
(Registrant's telephone number, including area code)
--------------------------------------------------------------------------------
(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 October
31, 2000, was 6,970,887.
<PAGE>
PRWW, LTD. AND SUBSIDIARIES
INDEX
-----
<TABLE>
<CAPTION>
Page
----
<S> <C> <C>
Part I. Financial Information
Item 1. Consolidated Financial Statements
Condensed consolidated balance sheets--September 30, 2000 (unaudited) and
December 31, 1999 3
Condensed consolidated statements of operations (unaudited)--Three and
Nine Months Ended September 30, 2000 and 1999 4
Condensed consolidated statements of cash flows (unaudited)--Nine Months
Ended September 30, 2000 and 1999 5
Notes to condensed consolidated financial statements (unaudited) 6-9
Item 2. Management's Discussion and Analysis of Financial Condition and Results of
Operations 10-17
Item 3. Qualitative and Quantitative Disclosures about Market Risk 18
Part II. Other Information
Item 2. Changes in Securities and Use of Proceeds 19
Item 6. Exhibits and Reports on Form 8-K 20
a.) Exhibits
b.) Reports on Form 8-K
None
Signatures 21
</TABLE>
2
<PAGE>
PRWW, LTD. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands, except share amounts)
<TABLE>
<CAPTION>
September 30, 2000 December 31, 1999
------------------ -----------------
(unaudited)
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 23,735 $ 16,765
Short-term investments 4,169 4,300
Marketable securities 5,362 --
Accounts receivable, net 6,729 4,537
Note receivable -- 8,000
Prepaid expenses and other 1,615 1,177
Deferred income taxes 1,100 322
---------- ----------
Total current assets 42,710 35,101
Property and equipment, net 3,908 2,705
Goodwill, net 1,607 1,844
Investments in non-marketable securities 2,500 2,625
Other assets 233 23
Deferred income taxes 3,181 2,914
---------- ----------
$ 54,139 $ 45,212
========== ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 2,017 $ 1,761
Accrued expenses 3,503 3,322
Income taxes payable 956 2,348
Deferred revenues 2,919 2,404
---------- ----------
Total current liabilities 9,395 9,835
---------- ----------
Minority interest in subsidiary 9,500 --
---------- ----------
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,
7,470,687 and 7,390,152 shares issued 75 74
Additional paid-in capital 38,656 38,147
Unrealized loss on marketable securities, net of tax (248) --
Treasury stock, 499,800 shares at cost (2,711) (2,711)
Accumulated deficit (528) (133)
---------- ----------
Total stockholders' equity 35,244 35,377
---------- ----------
$ 54,139 $ 45,212
========== ==========
</TABLE>
The accompanying notes are an integral part of these statements.
3
<PAGE>
PRWW, LTD. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share information)
<TABLE>
<CAPTION>
Three Months Ended September 30, Nine Months Ended September 30,
-------------------------------- -------------------------------
2000 1999 2000 1999
---- ---- ---- ----
(unaudited) (unaudited)
<S> <C> <C> <C> <C>
Net revenues:
Licenses $ 1,593 $ 2,583 $ 3,948 $ 2,702
Services 6,478 5,498 17,265 16,246
CRO operations -- 3,360 -- 13,010
---------- ------- --------- -------
Total net revenues 8,071 11,441 21,213 31,958
---------- ------- ---------- -------
Costs of revenues:
Cost of licenses 252 45 491 120
Cost of services 3,430 2,925 9,813 9,133
Cost of CRO operations -- 3,199 -- 10,144
---------- ------- --------- -------
Total costs of revenues 3,682 6,169 10,304 19,397
---------- ------- --------- -------
Gross margin 4,389 5,272 10,909 12,561
---------- ------- --------- -------
Operating expenses:
Selling and marketing 1,016 1,981 3,482 3,933
General and administrative 1,964 1,789 5,237 4,743
Research and development 1,692 627 3,650 1,801
---------- ------- --------- -------
Total operating expenses 4,672 4,397 12,369 10,477
---------- ------- --------- -------
Operating income (loss) (283) 875 (1,460) 2,084
Other income, net 458 97 1,112 383
Gain on sale of domestic CRO business -- -- 248 --
---------- ------- --------- -------
Income (loss) before income taxes 175 972 (100) 2,467
Income tax provision (benefit) 70 389 (40) 987
Minority interest dividend 335 -- 335 --
---------- ------- --------- -------
Net income (loss) $ (230) $ 583 $ (395) $ 1,480
========== ======= ========= =======
Basic and diluted net income (loss) per share $ (0.03) $ 0.08 $ (0.06) $ 0.21
========== ======= ========= =======
</TABLE>
The accompanying notes are an integral part of these statements.
4
<PAGE>
PRWW, LTD. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
<TABLE>
<CAPTION>
Nine Months Ended September 30,
-------------------------------
2000 1999
---- ----
(unaudited)
<S> <C> <C>
Operating activities:
Net income (loss) $ (395) $ 1,480
Adjustments to reconcile net income (loss) to net cash provided by
(used in) operating activities:
Depreciation and amortization 1,327 1,658
Provision for losses on accounts receivable 638 206
Provision for impairment of note receivable 300 --
Issuance of common stock options and warrants for services rendered 122 --
Deferred income taxes (880) 987
Changes in assets and liabilities:
Accounts receivable (2,830) (746)
Prepaid expenses and other (648) 690
Accounts payable 256 (999)
Income taxes payable (1,392) --
Accrued expenses 181 2,117
Deferred revenues 515 (973)
------- -------
Net cash provided by (used in) operating activities (2,806) 4,420
------- -------
Investing activities:
Purchases of property and equipment (2,293) (1,719)
Proceeds from sale of short-term investments 131 1,064
Purchase of marketable securities (5,775) --
Investment in non-marketable securities (175) --
Proceeds from note receivable 8,000 --
------- -------
Net cash used in investing activities (112) (655)
------- -------
Financing activities:
Proceeds from issuance of subsidiary convertible preferred stock 9,500 --
Proceeds from exercise of stock options 388 238
Repurchase of common stock for treasury -- (1,932)
------- -------
Net cash provided by (used in) financing activities 9,888 (1,694)
------- -------
Net increase in cash and cash equivalents 6,970 2,071
Cash and cash equivalents, beginning of period 16,765 10,822
------- -------
Cash and cash equivalents, end of period $23,735 $12,893
======= =======
</TABLE>
The accompanying notes are an integral part of these statements.
5
<PAGE>
PRWW, LTD. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Note 1. Basis of Presentation
The accompanying unaudited condensed consolidated financial statements, which
include the accounts of PRWW, Ltd. (the "Company") and its wholly and majority
owned subsidiaries, 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 September 30, 2000 are not necessarily indicative of the
results that may be expected for the year ending December 31, 2000. Further
information on potential factors that could affect the Company's financial
results can be found in the Company's Reports on Forms 10-K/A and 10Q filed with
the Securities and Exchange Commission.
Note 2. Summary of Significant Accounting Policies
Principles of Consolidation. The consolidated financial statements include the
accounts of the Company and its wholly and majority owned subsidiaries. All
inter-company balances and transactions have been eliminated in consolidation.
Reclassifications. The consolidated financial statements for prior periods have
been reclassified to conform to the current period's presentation.
Management's Use of Estimates. The preparation of financial statements in
conformity with generally accepted accounting principles requires management to
make estimates and assumptions that affect the reported amounts of assets and
liabilities, disclosure of contingent assets and liabilities at the date of the
financial statements and the reported amounts of revenues and expenses during
the reporting period. Actual results could differ from those estimates.
Note 3. Net Income (Loss) per Share
The Company follows SFAS No. 128 "Earnings per Share". This statement requires
the presentation of basic and diluted earnings per share. Basic net income
(loss) per share is computed by dividing net income (loss) by the weighted
average number of shares of common stock outstanding during the year. Diluted
net income (loss) per share is computed by dividing net income (loss) by the
weighted average number of shares of common stock outstanding during the year,
adjusted for the dilutive effect of common stock equivalents, which consist
primarily 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.
Three Months Ended September 30,
--------------------------------
<TABLE>
<CAPTION>
Per
Net Share
2000 Income (loss) Shares Amount
----------------------------------------- ------------- ------ --------
<S> <C> <C> <C>
Basic net loss........................... $ (230,000) 6,969,000 $ (0.03)
Effect of dilutive shares................ -- -- --
------------ --------- -------
Diluted net loss......................... $ (230,000) 6,969,000 $ (0.03)
============ ========= =======
</TABLE>
6
<PAGE>
<TABLE>
<CAPTION>
1999
-----------------------------------------
<S> <C> <C> <C>
Basic net income......................... $ 583,000 7,011,000 $ 0.08
Effect of dilutive shares................ -- 74,000 --
------------ --------- ---------
Diluted net income....................... $ 583,000 7,085,000 $ 0.08
============ ========= =========
</TABLE>
Options to purchase 746,492 shares of common stock were outstanding at September
30, 2000 but were not included in the diluted computation because the Company
incurred a net loss and the inclusion would be anti-dilutive.
Options to purchase 213,029 shares of common stock were outstanding at September
30, 1999 but were not included in the computation of diluted net income per
share because the option exercise prices were greater than the average market
price of the Company's common stock during the period.
Nine Months Ended September 30,
-------------------------------
<TABLE>
<CAPTION>
Per
Net Share
2000 Income (loss) Shares Amount
----------------------------------------- --------------- --------- ----------
<S> <C> <C> <C>
Basic net loss........................... $ (395,000) 6,951,000 $ (0.06)
Effect of dilutive shares................ -- -- --
-------------- --------- ----------
Diluted net loss......................... $ (395,000) 6,951,000 $ (0.06)
============== ========= ==========
</TABLE>
<TABLE>
<CAPTION>
1999
-----------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Basic net income......................... $ 1,480,000 7,057,000 $ 0.21
Effect of dilutive shares................ -- 94,000 --
--------------- --------- ---------
Diluted net income....................... $ 1,480,000 7,151,000 $ 0.21
=============== ========= =========
</TABLE>
Options to purchase 746,492 shares of common stock were outstanding at September
30, 2000 but were not included in the diluted computation because the Company
incurred a net loss and the inclusion would be anti-dilutive.
Options to purchase 239,275 shares of common stock were outstanding at September
30, 1999 but were not included in the computation of diluted net income per
share because the option exercise prices were greater than the average market
price of the Company's common stock during the period.
Note 4. Comprehensive Income
The Company follows SFAS No. 130, "Reporting Comprehensive Income." The
Company's comprehensive income includes net income and unrealized gains and
losses from foreign currency translation and marketable securities. The
unrealized gains and losses from foreign currency translation were immaterial as
of September 30, 2000 and 1999. For the nine months ended September 30, 2000,
the Company recorded an unrealized loss of $248,000, net of tax, from its
investment in marketable securities.
7
<PAGE>
Note 5. Operating Segments
The Company's operating segments are strategic business units that offer
different products and services to a common client base. The Company's products
and services are provided both in the United States and internationally through
two reportable business segments: Clinical Operations, which includes clinical
research support services and, for 1999 only, included clinical trial management
services and clinical data management services; and Technology Operations, which
includes software sales and support and consulting services. The Company closed
its international clinical research services business during the second half of
1999 and sold its domestic clinical research services business, which consisted
of clinical trial and data management services, in December 1999, both of which
were included in the Clinical Operations Segment in 1999.
8
<PAGE>
The Company evaluates performance based on the net revenues and operating
earnings performance of the respective business segments. Segment information is
as follows:
<TABLE>
<CAPTION>
Three Months Ended September 30, 2000
------------------------------------------------------------------------------
Clinical
Operations Technology Other Total
---------------- ----------------- ---------------- ----------------
<S> <C> <C> <C> <C>
License revenues $ - $ 1,593,000 $ - $ 1,593,000
Service revenues 4,457,000 2,021,000 - 6,478,000
---------------- ----------------- ---------------- ----------------
Net revenues from external customers 4,457,000 3,614,000 - 8,071,000
Income (loss) from operations 524,000 (807,000) - (283,000)
Identifiable assets 8,599,000 5,493,000 40,047,000 54,139,000
</TABLE>
<TABLE>
<CAPTION>
Three Months Ended September 30, 1999
------------------------------------------------------------------------------
Clinical
Operations Technology Other Total
---------------- ----------------- ---------------- ----------------
<S> <C> <C> <C> <C>
License revenues $ - $ 2,583,000 $ - $ 2,583,000
Service revenues 3,642,000 1,856,000 - 5,498,000
CRO operations 3,360,000 - - 3,360,000
---------------- ----------------- ---------------- ----------------
Net revenues from external customers 7,002,000 4,439,000 - 11,441,000
Income (loss) from operations (576,000) 1,451,000 - 875,000
Identifiable assets 14,763,000 3,912,000 21,428,000 40,103,000
</TABLE>
<TABLE>
<CAPTION>
Nine Months Ended September 30, 2000
------------------------------------------------------------------------------
Clinical
Operations Technology Other Total
---------------- ----------------- ---------------- ----------------
<S> <C> <C> <C> <C>
License revenues $ - $ 3,948,000 $ - $ 3,948,000
Service revenues 11,073,000 6,192,000 - 17,265,000
---------------- ----------------- ---------------- ----------------
Net revenues from external customers 11,073,000 10,140,000 - 21,213,000
Income (loss) from operations 273,000 (1,733,000) - (1,460,000)
Identifiable assets 8,599,000 5,493,000 40,047,000 54,139,000
</TABLE>
<TABLE>
<CAPTION>
Nine Months Ended September 30, 1999
------------------------------------------------------------------------------
Clinical
Operations Technology Other Total
---------------- ----------------- ---------------- ----------------
<S> <C> <C> <C> <C>
License revenues $ - $ 2,702,000 $ - $ 2,702,000
Service revenues 10,624,000 5,622,000 - 16,246,000
CRO operations 13,010,000 - - 13,010,000
---------------- ----------------- ---------------- ----------------
Net revenues from external customers 23,634,000 8,324,000 - 31,958,000
Income from operations 609,000 1,475,000 - 2,084,000
Identifiable assets 14,763,000 3,912,000 21,428,000 40,103,000
</TABLE>
9
<PAGE>
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
Overview
PRWW, Ltd. (the "Company") is a business-to-business provider of
technology-based products and services used to manage clinical trials and
collect, analyze and report clinical data. The Company is also a leading
provider of centralized collection and interpretation of electrocardiograms, one
of the most frequently used diagnostic tests in a clinical trial. The Company
offers its products and services to customers in the pharmaceutical,
biotechnology and medical device industries and to clinical research
organizations serving those industries.
In December 1999, the Company formed eResearchTechnology, Inc. (eRT) as a wholly
owned subsidiary. Effective January 1, 2000, the Company contributed all of its
technology and operating businesses to eRT in exchange for all of its issued and
outstanding common stock. On March 24, 2000, the Company's eRT subsidiary sold
95,000 shares of convertible preferred stock and agreed to issue a warrant to
purchase 2.5% of eRT's outstanding common stock for $9,500,000. On November 3,
2000, eRT filed an amended registration statement with the Securities and
Exchange Commission in connection with its contemplated initial public offering
of its common stock. The Company's results of operations are generated primarily
through the operations of eRT.
The Company has been continuously committed to the effective use of technology
in clinical applications for over 20 years. This commitment included the filing
of the first computer-assisted new drug application with the Food and Drug
Administration in 1985, the introduction of a technology-enhanced
electrocardiogram service in 1988 and the acquisition of DLB Systems in October
1997. The research and development and baseline technology obtained in the DLB
Systems acquisition provided the platform for the development of the Company's
current software applications. Over time the Company has also conducted various
clinical and diagnostic operations, including operating a clinical research
organization from 1995 until December 31, 1999. The sale of the Company's
domestic clinical research operations on December 31, 1999 marked the completion
of its efforts to cease providing clinical research services and allowed the
Company to focus exclusively on providing technology-based solutions to the
clinical trials market.
The Company's license revenues consist of up-front software license fees.
Service revenues consist of technology, consulting and training services,
software maintenance services and usage service revenues that are generated from
the repeated use of the Company's products and services. To date, usage service
revenues have consisted primarily of fees generated from the Company's
centralized electrocardiogram services. Prior to the December 1999 sale of the
domestic clinical research service business, the Company also generated revenues
from managing clinical trials. The Company has not accounted for the clinical
research service business (Clinical research services) as a discontinued
operation because it was not a separate reportable segment. The Company will not
generate any future revenues from Clinical research services.
The Company offers its customers the ability to maximize the value of the
Company's products by integrating them as part of an eResNet. An eResNet
integrates the analytical processing tool the Company calls eResearchDashboard
with any combination of the Company's products and services that include its
data capture system called eDataEntry and its software for collecting, editing
and managing clinical trial data called eDataManagement. The Company's strategy
is to create more of a recurring revenue business model by deploying eResNets
and modular solutions under agreements that permit their use in multiple
clinical trials at any number of sites and charge for their use on a per user,
per trial, per site basis. The Company anticipates that an increasing portion of
its revenues will be attributable to these types of usage service revenues.
However, this business model is in an emerging state and its revenue and income
potential is unproven. Furthermore, the Company's historical revenue sources
will likely continue to be major contributors to its overall revenues.
The Company expects to incur losses in 2000 and 2001 for two primary reasons.
First, the Company plans to invest substantial resources in product development,
sales and customer support and the general growth of the organization. Second,
if the contemplated initial public offering of eRT is completed, the Company
will record a charge related to the value of two eRT common stock warrants and,
if the eRT preferred stock is converted, the value of the beneficial conversion
price of such preferred stock. The Company will continue to record a 7%
preferred stock dividend until the stock is converted or redeemed.
10
<PAGE>
The Company recognizes software revenues in accordance with Statement of
Position 97-2, Software Revenue Recognition, as amended by Statement of Position
98-9. Accordingly, the Company recognizes license revenues when a formal
agreement exists, delivery of the software and related documentation has
occurred, collectibility is probable and the license fee is fixed or
determinable. The Company recognizes revenues from software maintenance
contracts on a straight-line basis over the term of the maintenance contract,
which is typically twelve months. The Company provides consulting and training
services on a time and materials basis and recognizes revenues as services are
performed. Usage service revenues consist of revenues from services that are
provided on a fee-for-service basis. The Company recognizes usage service
revenues as the services are performed. Clinical research services were
generally based on fixed-price contracts, with variable components. Revenues
from Clinical research services were recognized as services were rendered.
Usage service and Clinical research service revenues vary based on the conduct
of the customers' clinical trials. Customers terminate or delay trials for a
variety of reasons, including the failure of the product being tested to satisfy
safety or efficacy requirements, unexpected or undesired clinical results, the
customer's decision to forgo a particular study, insufficient patient enrollment
or investigator recruitment, and production problems resulting in shortages of
required supplies. Customers frequently pay the Company a portion of the fee for
these services upon contract execution as an up-front deposit, which is
typically nonrefundable upon contract termination.
Cost of licenses consists primarily of the cost of producing compact disks and
related documentation and royalties paid to third parties in connection with
their contributions to the Company's product development. Cost of services
includes the cost of technology consulting and maintenance services and the cost
of usage services. Cost of technology consulting and maintenance services
consists primarily of wages, fees paid to outside consultants and other direct
operating costs related to the Company's consulting and customer support
functions. Cost of usage services consists primarily of direct costs related to
the Company's centralized electrocardiogram services and includes wages, fees
paid to outside consultants, shipping expenses and other direct operating costs.
Cost of Clinical research services consisted primarily of wages, fees paid to
outside consultants and other direct operating costs associated with the
Company's clinical research operations. Selling and marketing expenses consist
primarily of salaries and commissions paid to sales and marketing personnel or
paid to third parties under marketing assistance agreements, travel expenses and
advertising and promotional expenditures. General and administrative expenses
consist primarily of salaries, benefits and direct costs for the Company's
finance, administrative and executive management functions, in addition to
professional service fees. Research and development expenses consist primarily
of salaries and benefits paid to the Company's product development staff, costs
paid to outside consultants and direct costs associated with the development of
its technology products.
Historically, the Company has operated through two business segments: technology
operations and clinical operations. The Company conducts its operations on a
global basis, with offices in the United States and the United Kingdom.
11
<PAGE>
Results of Operations
The following table presents certain financial data as a percentage of total
revenues:
<TABLE>
<CAPTION>
Three Months Ended September 30, Nine Months Ended September 30,
-------------------------------- -------------------------------
2000 1999 2000 1999
---- ---- ---- ----
<S> <C> <C> <C> <C>
Net revenues:
Licenses 19.7% 22.6% 18.6% 8.5%
Services 80.3 48.0 81.4 50.8
CRO operations -- 29.4 -- 40.7
------ ----- ----- -----
Total net revenues 100.0 100.0 100.0 100.0
------ ----- ----- -----
Costs of revenues:
Cost of licenses 3.1 0.4 2.3 0.4
Cost of services 42.5 25.5 46.3 28.6
Cost of CRO operations -- 28.0 -- 31.7
------ ----- ----- -----
Total costs of revenues 45.6 53.9 48.6 60.7
------ ----- ----- -----
Gross margin 54.4 46.1 51.4 39.3
------ ----- ----- -----
Operating expenses:
Selling and marketing 12.6 17.3 16.4 12.3
General and administrative 24.3 15.6 24.7 14.8
Research and development 21.0 5.5 17.2 5.7
------ ----- ----- -----
Total operating expenses 57.9 38.4 58.3 32.8
------ ----- ----- -----
Operating income (loss) (3.5) 7.7 (6.9) 6.5
Other income, net 5.7 0.8 5.2 1.2
Gain on sale of domestic CRO business -- -- 1.2 --
------ ----- ----- -----
Income (loss) before income taxes 2.2 8.5 (0.5) 7.7
Income tax provision (benefit) 0.9 3.4 (0.2) 3.1
Minority interest dividend 4.2 -- 1.6 --
------ ----- ----- -----
Net income (loss) (2.9)% 5.1% (1.9)% 4.6%
====== ===== ===== =====
</TABLE>
12
<PAGE>
Three months ended September 30, 2000 compared to three months ended September
30, 1999.
Total net revenues decreased 28.9% to $8.1 million for the three months ended
September 30, 2000 compared to $11.4 million for the three months ended
September 30, 1999. Total net revenues for the three months ended September 30,
1999 included net revenues of $3.4 million from Clinical research services. The
Company sold its domestic clinical research operations to SCP Communications,
Inc. in December 1999 and closed its international clinical research operations
during the second half of 1999.
License revenues decreased 38.5% to $1.6 million for the three months ended
September 30, 2000 from $2.6 million for the three months ended September 30,
1999. The decrease in license revenues was due primarily to a relatively large
sale recognized during the three months ended September 30, 1999. Technology
consulting and training service revenues increased 15.7% to $1.1 million for the
three months ended September 30, 2000 compared to $951,000 for the three months
ended September 30, 1999. The increase in technology consulting and training
service revenues was due primarily to additional support revenues from new
software installations and increased consulting activity in support of the
Company's clients' needs. Software maintenance revenues increased 6.1% to
$960,000 for the three months ended September 30, 2000 compared to $905,000 for
the three months ended September 30, 1999. The increase in software maintenance
was due to a larger installed base of software licenses during the third quarter
of 2000 compared to the third quarter of 1999. Usage service revenues increased
25.0% to $4.5 million for the three months ended September 30, 2000 compared to
$3.6 million for the three months ended September 30, 1999. The increase in
usage service revenues was due primarily to new contracts signed in the third
quarter of 2000 and additional services under existing contracts.
Total cost of revenues decreased 40.3% to $3.7 million, or 45.6% of net
revenues, for the three months ended September 30, 2000 compared to $6.2
million, or 53.9% of net revenues, for the three months ended September 30,
1999. Total cost of revenues for the three months ended September 30, 1999
included cost of revenues of $3.2 million from Clinical research services. The
Company sold its domestic clinical research operations in December 1999 and
closed its international clinical research operations during the second half of
1999.
The cost of license revenues increased 460.0% to $252,000, or 15.8% of license
revenues, for the three months ended September 30, 2000 from $45,000, or 1.7% of
license revenues, for the three months ended September 30, 1999. The increase in
both the cost of licenses and the cost of licenses as a percentage of license
revenues was primarily due to third party royalties incurred in the third
quarter of 2000 based on software revenues. There were no royalties payable to
third parties in the third quarter of 1999. The cost of consulting and software
maintenance revenues increased 29.0% to $1.1 million, or 53.4% of consulting and
software maintenance revenues, for the three months ended September 30, 2000
compared to $853,000, or 46.0% of consulting and software maintenance revenues,
for the three months ended September 30, 1999. The increase was due primarily to
additional personnel, recruiting fees, subcontracting costs and travel and
increased facility and depreciation expenses to support the increase in
maintenance and consulting revenues. The cost of usage services increased 9.5%
to $2.3 million for the three months ended September 30, 2000 from $2.1 million
for the three months ended September 30, 1999. The increase was primarily due to
increased payroll, subcontracting, consulting and other direct expenses related
to increased revenue. The cost of usage service revenues as a percentage of
usage service revenues decreased to 51.1% of revenues for the three months ended
September 30, 2000 from 58.3% of revenues for the three months ended September
30, 1999. The decrease was primarily due to the cost associated with the
Company's clinical laboratory operation, which was included in the cost of usage
services during 1999 and was phased out during the second half of 1999. For the
three months ended September 30, 1999, cost of services for the clinical
laboratory operation was $239,000.
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Selling and marketing expenses decreased 50.0% to $1.0 million, or 12.6% of
revenues, for the three months ended September 30, 2000 compared to $2.0, or
17.3% of revenues for the three months ended September 30, 1999. The decrease in
both selling and marketing expenses and in selling and marketing expenses as a
percentage of revenues was due to lower compensation costs resulting from the
sale of the Company's domestic clinical research operations in December 1999.
General and administrative expenses increased 11.1% to $2.0 million, or 24.3% of
revenues, for the three months ended September 30, 2000 from $1.8 million, or
15.6% of revenues, for the three months ended September 30, 1999. This increase
was primarily due to a provision for the impairment of specific notes
receivable. As a percentage of revenues, general and administrative expenses
increased primarily because a significant portion of the Company's expenses are
fixed in nature and revenues decreased in 2000 due to the Company's sale of its
domestic clinical research operations.
Research and development expenses increased 171.1% to $1.7 million, or 21.0% of
revenues, for the three months ended September 30, 2000 compared to $627,000, or
5.5% of revenues, for the three months ended September 30, 1999. The increase in
both research and development expenses and research and development expenses as
a percentage of revenues was due primarily to increased payroll, subcontracting,
training and facility costs associated with the Company's increased investment
in research related activities to implement its new business model in addition
to expenditures under a funded research and development arrangement.
Other income, net, consisted primarily of interest income for the three months
ended September 30, 2000 and 1999.
The Company's effective tax rate was 40.0% for the three months ended September
30, 2000 and 1999.
Nine months ended September 30, 2000 compared to nine months ended September 30,
1999.
Total net revenues decreased 33.8% to $21.2 million for the nine months ended
September 30, 2000 compared to $32.0 million for the nine months ended September
30, 1999. Total net revenues for the nine months ended September 30, 1999
included net revenues of $13.0 million from Clinical research services. The
Company sold its domestic clinical research operations to SCP Communications,
Inc. in December 1999 and closed its international clinical research operations
during the second half of 1999.
License revenues increased 44.4% to $3.9 million for the nine months ended
September 30, 2000 from $2.7 million for the nine months ended September 30,
1999. The increase in license revenues was due primarily to revenue recognized
under master software license agreements that included the Company's eResNet
product. Technology consulting and training service revenues increased 13.8% to
$3.3 million for the nine months ended September 30, 2000 compared to $2.9
million for the nine months ended September 30, 1999. The increase in technology
consulting and training service revenues was due primarily to additional support
revenues from new software installations and increased consulting activity in
support of the Company's clients' needs. Software maintenance revenue increased
7.4% to $2.9 million for the nine months ended September 30, 2000 compared to
$2.7 million for the nine months ended September 30, 1999. The increase in
software maintenance was due to a larger installed base of software licenses
during the nine months ended September 30, 2000 compared to the nine months
ended September 30, 1999. Usage service revenues increased 4.7% to $11.1 million
for the nine months ended September 30, 2000 compared to $10.6 million for the
nine months ended September 30, 1999. During 1999, the Company's clinical
laboratory operation was included in usage service revenues. Clinical laboratory
operations were phased out during the second half of 1999. Clinical laboratory
operations net revenues for the nine months ended September 30, 1999 were
$578,000.
Total cost of revenues decreased 46.9% to $10.3 million, or 48.6% of revenues,
for the nine months ended September 30, 2000 compared to $19.4 million, or 60.7%
of revenues, for the nine months ended September 30, 1999. Total cost of
revenues for the nine months ended September 30, 1999 included cost of revenues
of $10.1 million from Clinical research services. The Company sold its domestic
clinical research operations in December 1999 and closed its international
clinical research operations during the second half of 1999.
14
<PAGE>
The cost of license revenues increased 309.2% to $491,000, or 12.6% of license
revenues, for the nine months ended September 30, 2000 from $120,000, or 4.4% of
license revenues, for the nine months ended September 30, 1999. The increase in
both the cost of licenses and the cost of licenses as a percentage of license
revenues was primarily due to third party royalties incurred in the first nine
months of 2000 based on software revenues. There were no royalties payable to
third parties in the first nine months of 1999. In addition, documentation costs
have increased due to requirements associated with new software releases in
2000. The cost of consulting and software maintenance revenues increased 33.3%
to $3.6 million for the nine months ended September 30, 2000 compared to $2.7
million for the nine months ended September 30, 1999. As a percentage of
consulting and software maintenance revenues, the cost of consulting and
software maintenance revenues increased to 58.1% of revenues for the nine months
ended September 30, 2000 from 48.2% of revenues for the nine months ended
September 30, 1999. The increase was due primarily to additional personnel,
recruiting fees, subcontracting costs and travel and increased facility and
depreciation expenses to support the increase in maintenance and consulting
revenues and to implement the Company's new business model. The cost of usage
services decreased 3.1% to $6.2 million for the nine months ended September 30,
2000 compared to $6.4 million for the nine months ended September 30, 1999. The
decrease in the cost of usage revenues was primarily due to the cost associated
with the Company's clinical laboratory operations, which were included in the
cost of usage services during the first nine months in 1999 and were phased out
during the second half of 1999. For the nine months ended September 30, 1999,
cost of services for the clinical laboratory operation was $1.0 million. As a
percentage of usage service revenues, cost of usage services decreased to 55.9%
for the nine months ended September 30, 2000 from 60.4% for the nine months
ended September 30, 1999. The decrease in the cost of usage services as a
percentage of usage revenues was primarily due to the phase-out of the clinical
laboratory operations.
Selling and marketing expenses decreased 10.3% to $3.5 million for the nine
months ended September 30, 2000 compared to $3.9 million for the nine months
ended September 30, 1999. The decrease in selling and marketing expenses was due
to lower compensation costs resulting from the sale of the Company's domestic
clinical research services in December 1999. This decrease was partially offset
by increased advertising, promotion, convention and other selling expenses as a
result of the corporate formation and branding program associated with eRT, in
addition to increased commission expense resulting from increased software
license revenues in the nine months ended September 30, 2000. As a percentage of
revenues, selling and marketing expenses increased to 16.4 % for the nine months
ended September 30, 2000 from 12.3% for the nine months ended September 30,
1999. This increase is due to reduced revenues as a result of the Company's sale
of the domestic clinical research operations in December 1999 and increased
spending for brand awareness.
General and administrative expenses increased 10.6% to $5.2 million for the nine
months ended September 30, 2000 from $4.7 million for the nine months ended
September 30, 1999. This increase was primarily due to an increased provision
for bad debts related to a specific customer receivable account and specific
notes receivable. As a percentage of revenues, general and administrative
expenses increased to 24.7% from 14.8% primarily because a significant portion
of the Company's expenses are fixed in nature and revenues decreased in 2000 due
to the Company's sale of its domestic clinical research operations.
Research and development expenses increased 105.6% to $3.7 million, or 17.2% of
revenues, for the nine months ended September 30, 2000 compared to $1.8 million,
or 5.7% of revenues, for the nine months ended September 30, 1999. The Company
increased its investment in research related activities to implement its new
business model. This increase was due primarily to increased payroll,
subcontracting, training and facility costs.
Other income, net, consisted primarily of interest income, for the nine months
ended September 30, 2000 and 1999.
The Company's effective tax rate was 40.0% for the nine months ended September
30, 2000 and 1999.
Liquidity and Capital Resources
At September 30, 2000, the Company had $23.7 million of cash and cash
equivalents and $4.2 million invested in short-term investments. 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.
For the nine months ended September 30, 2000, the Company used cash in
operations of $2.8 million compared to cash provided by operations of $4.4
million for the nine months ended September 30, 1999. The year-to-year change
was primarily the result of lower earnings, increased accounts receivable and
changes to other working capital accounts for the nine months ended September
30, 2000 compared to the nine months ended September 30, 1999.
15
<PAGE>
During the nine months ended September 30, 2000, the Company purchased $2.3
million of equipment compared to $1.7 million during the nine months ended
September 30, 1999. The increase in equipment purchases reflects the additional
capital equipment needed to implement the Company's new business model.
In January 2000, the Company received $8.1 million from SCP in payment of a note
receivable plus accrued interest. The note resulted from the Company's sale of
its domestic clinical research operations to SCP in December 1999. In May 2000,
the Company received $248,000 from an escrow account established under the
Company's agreement with SCP in relation to the sale of its domestic clinical
research operations, which was recorded as an additional gain on sale in the
second quarter of 2000.
During the nine months ended September 30, 2000, the Company received $388,000
in cash from the exercise of employee stock options.
In March 2000, the Company made an investment of $5.8 million for a 10% equity
ownership in Medical Advisory Systems (MAS), a publicly traded company.
Concurrently, the Company's eRT subsidiary finalized a five-year sales, services
and marketing agreement with MAS. Under this agreement, MAS will provide several
services to assist eRT in deploying its suite of integrated proprietary clinical
research software available to the pharmaceutical, medical device and
biotechnology industries as well as to clinical research organizations. eRT
recognized license fee revenues associated with this agreement of approximately
$800,000 during the three months ended September 30, 2000, which were included
in the Company's consolidated license revenues for the third quarter.
On March 24, 2000, the Company's eRT subsidiary sold 95,000 shares of
convertible preferred stock and agreed to issue a warrant to purchase 2.5% of
eRT's outstanding common stock for total gross proceeds of $9.5 million. The
preferred stock will automatically convert into eRT's common stock upon an
initial public offering with proceeds of at least $25.0 million at the public
offering price per share less underwriting discounts and commissions. If eRT
does not complete an initial public offering before March 24, 2001, the holder
of the preferred stock has the right, for a period of one year, to require the
Company to purchase the preferred stock for a price equal to the investor's
original purchase price, with the purchase price being paid at the Company's
option in cash or shares of the Company's common stock at the then market price.
On March 27, 2000, eRT issued a warrant to purchase common stock of eRT to
Scirex Corporation, an affiliate of the preferred stockholder. The warrant
entitles Scirex to purchase the number of eRT common shares equal to $1 million
divided by eRT's initial public offering price per share, at an exercise price
per share equal to eRT's initial public offering price per share.
The Company had a line of credit with a bank that expired on September 30, 2000,
which provided for borrowings up to $3.0 million at an interest rate of prime
minus 35 basis points. The line of credit agreement included certain covenants,
the most restrictive of which limited future indebtedness and required
compliance with a liabilities-to-tangible net worth ratio. The Company expects
to renew this line of credit during the fourth quarter. To date, the Company has
not borrowed any amounts under its line of credit.
The Company expects that existing cash and cash equivalents, short-term
investments, marketable securities, cash flows from operations and available
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.
Inflation
The Company believes the effects of inflation generally do not have a material
adverse effect on its results of operations or financial condition.
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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/A and 10-Q
filed with the Securities and Exchange Commission.
17
<PAGE>
Item 3. Qualitative and Quantitative Disclosures About Market Risk
The Company's primary financial market risks include fluctuations in interest
rates and currency exchange rates.
Interest Rate Risk
The Company generally places its investments in A1P1 rated commercial bonds and
paper, municipal securities and certificates of deposit with fixed rates with
maturities of less than one year. The Company actively manages its portfolio of
cash equivalents and marketable securities but in order to ensure liquidity will
only invest in instruments with high credit quality where a secondary market
exists. The Company has not and does not hold any derivatives related to its
interest rate exposure. Due to the average maturity and conservative nature of
the Company's investment portfolio, a sudden change in interest rates would not
have a material effect of the value of the portfolio. Management estimates that
had the average yield of the Company's investments decreased by 100 basis
points, the Company's interest income for the nine months ended September 30,
2000 would have decreased by less than $100,000. This estimate assumes that the
decrease occurred on the first day of 2000 and reduced the yield of each
investment by 100 basis points. The impact on the Company's future interest
income of future changes in investment yields will depend largely on the gross
amount of the Company's cash, cash equivalents and short-term investments. See
"Liquidity and Capital Resources".
Foreign Currency Risk
The Company operates on a global basis from locations in the United States and
the United Kingdom. All international net revenues are billed in either US
dollars or pounds sterling and international expenses are primarily incurred in
pounds sterling. As such, the Company faces exposure to adverse movements in the
exchange rate of the pound sterling. As the currency rate changes, translation
of the income statement of the Company's UK subsidiary from the local currency
to U.S. dollars affects year-to-year comparability of operating results. The
Company does not hedge translation risks because any cash flows from
international operations are generally reinvested. To date, the effect of
foreign currency fluctuations are reflected in the Company's operating results
and have not been material.
Management estimates that a 10% change in the exchange rate of the pound
sterling would have impacted the reported operating loss for international
operations by less than $100,000.
The introduction of the Euro as a common currency for members of the European
Monetary Union took place in January 1999. To date, the introduction of the Euro
has had no material impact on the Company's UK operations.
18
<PAGE>
Part II. Other Information
Item 2. Changes in Securities and Use of Proceeds
(1) Effective Date of Securities Act Registration Statement: February 3, 1997
registration No.: 333-17001
(2) Offering Date: February 4, 1997
(3) Not Applicable
(4) (i) The offering terminated after all shares registered were sold
(ii) Managing Underwriters: Montgomery Securities
Furman Selz
Genesis Merchant Group
(iii) Class of Securities Registered: Common Stock
Account of
(iv) Account of Company Selling Shareholder
------------------ -------------------
Amount Registered 2,206,250 common stock 956,250 common stock
Aggregate price of
Amount Registered $37,506,250 $16,256,250
Amount Sold 2,206,250 956,250
Aggregate Offering
Price of Amount Sold $37,506,250 $16,256,250
(v) Expenses of offering for account of the Company:
Underwriting Discount and Commission $ 2,625,437
Other expenses 698,813
Total Expenses $ 3,324,250
(A) There were no direct or indirect payments to directors,
officers, general partners of the issuer or their associates;
to persons owning ten (10) percent or more of common stock of
the Company; or affiliates of the Company.
(B) All of the above payments were direct or indirect payments to
others not described in clause (A).
(vi) Net Offering Proceeds to the Company: $34,182,000
(vii) Use of Proceeds as of September 30, 2000:
Net cash paid for business acquisition 8,655,000
Net cash paid for minority investments 8,575,000
Purchase of equipment 7,177,000
Temporary Investments (consisting of short-term,
Investment-grade securities) 4,169,000
All of the above payments were to others not described in item (v)(A)
above.
(viii) The use of proceeds is consistent with the Prospectus
19
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Item 6. Exhibits and Reports on Form 8-K
a.) Exhibits
10.52 Lease Agreement dated August 18, 2000 between Advance/GLB 2
L.L.C. and eResearchTechnology, Inc.
27.0 Financial Data Schedule.
b.) Reports on Form 8-K
None
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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.
PRWW, LTD.
(Registrant)
Date: November 13, 2000 By: /s/ Joel Morganroth
-----------------------
Joel Morganroth, MD
Chief Executive Officer
Date: November 13, 2000 By: /s/ Bruce Johnson
-----------------------
Bruce Johnson
Chief Financial Officer
(Principal Financial
and Accounting Officer)
21
