<PAGE>
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 June 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 (I.R.S. Employer Identification No.)
of incorporation or organization)
30 South 17th Street
Philadelphia, PA 19103
--------------------------------- ------------------------------------
(Address of principal (Zip Code)
executive offices)
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 July 31,
2000, was 6,970,387.
<PAGE>
PRWW, LTD. AND SUBSIDIARIES
INDEX
-----
<TABLE>
<CAPTION>
Page
----
<S> <C>
Part I. Financial Information
Item 1. Consolidated Financial Statements
Condensed consolidated balance sheets--June 30, 2000 (unaudited) and
December 31, 1999 3
Condensed consolidated statements of operations (unaudited)--Three and
Six Months Ended June 30, 2000 and 1999 4
Condensed consolidated statements of cash flows (unaudited)--Six Months
Ended June 30, 2000 and 1999 5
Notes to condensed consolidated financial statements (unaudited) 6-8
Item 2. Management's Discussion and Analysis of Financial Condition and Results of
Operations 9-15
Item 3. Qualitative and Quantitative Disclosures about Market Risk 16
Part II. Other Information
Item 2. Changes in Securities and Use of Proceeds 17
Item 4. Submission of Matters to a Vote of Security Holders 18
Item 6. Exhibits and Reports on Form 8-K 19
a.) Exhibits
b.) Reports on Form 8-K
None
Signatures 20
</TABLE>
2
<PAGE>
PRWW, LTD. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands, except share amounts)
<TABLE>
<CAPTION>
June 30, 2000 December 31, 1999
------------- -----------------
(unaudited)
ASSETS
<S> <C> <C>
Current assets:
Cash and cash equivalents $20,189 $16,765
Short-term investments 7,602 4,300
Marketable securities 5,706 --
Accounts receivable, net 6,800 4,537
Note receivable -- 8,000
Prepaid expenses and other 1,872 1,177
Deferred income taxes 322 322
------- -------
Total current assets 42,491 35,101
Property and equipment, net 3,110 2,705
Goodwill, net 1,686 1,844
Investments in non-marketable securities 2,858 2,625
Other assets 167 23
Deferred income taxes 3,052 2,914
------- -------
$53,364 $45,212
======= =======
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 1,141 $ 1,761
Accrued expenses 3,447 3,322
Income taxes payable 119 2,348
Deferred revenues 3,572 2,404
------- -------
Total current liabilities 8,279 9,835
------- -------
Minority interest in subsidiary 9,500 --
------- -------
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,
7,460,187 and 7,390,152 shares issued 75 74
Additional paid-in capital 38,560 38,147
Unrealized loss on marketable securities, net of tax (41) --
Treasury stock, 499,800 shares at cost (2,711) (2,711)
Accumulated deficit (298) (133)
------- -------
Total stockholders' equity 35,585 35,377
------- -------
$53,364 $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 June 30, Six Months Ended June 30,
--------------------------- -------------------------
2000 1999 2000 1999
------ ------- ------- -------
(unaudited) (unaudited)
<S> <C> <C> <C> <C>
Net revenues:
Licenses $1,362 $ -- $ 2,355 $ 119
Services 5,699 5,355 10,787 10,748
CRO operations -- 5,653 -- 9,650
------ ------- ------- -------
Total net revenues 7,061 11,008 13,142 20,517
------ ------- ------- -------
Costs of revenues:
Cost of licenses 153 44 239 76
Cost of services 3,609 3,336 6,762 6,208
Cost of CRO operations -- 3,727 -- 6,945
------ ------- ------- -------
Total costs of revenues 3,762 7,107 7,001 13,229
------ ------- ------- -------
Gross margin 3,299 3,901 6,141 7,288
------ ------- ------- -------
Operating expenses:
Selling and marketing 1,275 1,045 2,466 1,953
General and administrative 1,419 1,620 2,894 2,953
Research and development 1,155 576 1,958 1,173
------ ------- ------- -------
Total operating expenses 3,849 3,241 7,318 6,079
------ ------- ------- -------
Operating income (loss) (550) 660 (1,177) 1,209
Other income, net 382 138 654 286
Gain on sale of domestic CRO business 248 -- 248 --
------ ------- ------- -------
Income (loss) before income taxes 80 798 (275) 1,495
Income tax provision (benefit) 32 319 (110) 598
------ ------- ------- -------
Net income (loss) $ 48 $ 479 $ (165) $ 897
====== ======= ======= =======
Basic and diluted net income (loss) per share $ 0.01 $ 0.07 $ (0.02) $ 0.13
====== ======= ======= =======
</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>
Six Months Ended June 30
------------------------
2000 1999
---- ----
(unaudited)
<S> <C> <C>
Operating activities:
Net income (loss) $ (165) $ 897
Adjustments to reconcile net income (loss) to net cash
used in operating activities:
Depreciation and amortization 811 1,073
Provision for losses on accounts receivable 468 101
Issuance of common stock options and warrants for services rendered 95 --
Deferred income taxes (110) 598
Changes in assets and liabilities:
Accounts receivable (2,731) (4,299)
Prepaid expenses and other (839) 893
Accounts payable (620) (495)
Income taxes payable (2,229) --
Accrued expenses 125 323
Deferred revenues 1,168 (1,587)
------- -------
Net cash used in operating activities (4,027) (2,496)
------- -------
Investing activities:
Purchases of property and equipment (1,058) (1,179)
Proceeds from sale of short-term investments -- 287
Purchase of marketable securities (5,775) --
Investment in non-marketable securities (233) --
Proceeds from note receivable 8,000 --
Purchase of short-term investments (3,302) --
------- -------
Net cash used in investing activities (2,368) (892)
------- -------
Financing activities:
Proceeds from issuance of subsidiary convertible preferred stock 9,500 --
Proceeds from exercise of stock options 319 170
------- -------
Net cash provided by financing activities 9,819 170
------- -------
Net increase (decrease) in cash and cash equivalents 3,424 (3,218)
Cash and cash equivalents, beginning of period 16,765 10,822
------- -------
Cash and cash equivalents, end of period $20,189 $ 7,604
======= =======
</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 June 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. 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 June 30,
<TABLE>
<CAPTION>
Per
Net Share
2000 Income Shares Amount
---- ------ ------ ------
<S> <C> <C> <C>
Basic net income.............................................. $ 48,000 6,960,000 $0.01
Effect of dilutive shares..................................... -- 154,000 --
-------- --------- -----
Diluted net income............................................ $ 48,000 7,114,000 $0.01
======== ========= =====
1999
----
Basic net income.............................................. $479,000 7,110,000 $0.07
Effect of dilutive shares..................................... -- 88,000 --
-------- --------- -----
Diluted net income............................................ $479,000 7,198,000 $0.07
======== ========= =====
</TABLE>
Options to purchase 253,400 shares and 289,160 shares of common stock were
outstanding at June 30, 2000 and 1999, respectively 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.
6
<PAGE>
Six Months Ended June 30,
<TABLE>
<CAPTION>
Per
Net Share
2000 Income (loss) Shares Amount
---- ------------- ------ ------
<S> <C> <C> <C>
Basic net loss................................................ $(165,000) 6,942,000 $(0.02)
Effect of dilutive shares..................................... -- -- --
--------- --------- ------
Diluted net loss.............................................. $(165,000) 6,942,000 $(0.02)
========= ========= ======
1999
----
Basic net income.............................................. $ 897,000 7,080,000 $0.13
Effect of dilutive shares..................................... -- 98,000 --
--------- --------- ------
Diluted net income............................................ $ 897,000 7,178,000 $0.13
========= ========= ======
</TABLE>
Options to purchase 743,776 shares of common stock were outstanding at June 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 239,148 shares of common stock were outstanding at June 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 3. 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 June 30, 2000 and 1999. For the six months ended June 30, 2000, the Company
recorded an unrealized loss of $41,000, net of tax, from its investment in
Medical Advisory Systems. There were no unrealized gains or losses from
short-term investments during the six months ended June 30, 1999.
Note 4. 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, 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 in December 1999, both of which
were included in the Clinical Operations Segment in 1999.
7
<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 June 30, 2000
---------------------------------------------------------------------------
Clinical
Operations Technology Other Total
--------------- ----------------- --------------- ---------------
<S> <C> <C> <C> <C>
License revenues - 1,362,000 - 1,362,000
Service revenues 3,678,000 2,021,000 - 5,699,000
--------------- ----------------- --------------- ---------------
Net revenues from external customers 3,678,000 3,383,000 - 7,061,000
Loss from operations (134,000) (416,000) (550,000)
Identifiable assets 7,307,000 5,923,000 40,134,000 53,364,000
Depreciation and amortization 152,000 205,000 - 357,000
Capital expenditures 586,000 139,000 - 725,000
Three Months Ended June 30, 1999
---------------------------------------------------------------------------
Clinical
Operations Technology Other Total
--------------- ----------------- --------------- ---------------
License revenues - - - -
Service revenues 3,488,000 1,867,000 - 5,355,000
CRO operations 5,653,000 - - 5,653,000
--------------- ----------------- --------------- ---------------
Net revenues from external customers 9,141,000 1,867,000 - 11,008,000
Income from operations 503,000 157,000 - 660,000
Identifiable assets 17,761,000 4,036,000 17,683,000 39,480,000
Depreciation and amortization 409,000 151,000 - 560,000
Capital expenditures 191,000 76,000 - 267,000
Six Months Ended June 30, 2000
---------------------------------------------------------------------------
Clinical
Operations Technology Other Total
--------------- ----------------- --------------- ---------------
License revenues - 2,355,000 - 2,355,000
Service revenues 6,617,000 4,170,000 - 10,787,000
--------------- ----------------- --------------- ---------------
Net revenues from external customers 6,617,000 6,525,000 - 13,142,000
Loss from operations (218,000) (959,000) (1,177,000)
Identifiable assets 7,307,000 5,923,000 40,134,000 53,364,000
Depreciation and amortization 483,000 328,000 - 811,000
Capital expenditures 790,000 268,000 - 1,058,000
Six Months Ended June 30, 1999
---------------------------------------------------------------------------
Clinical
Operations Technology Other Total
--------------- ----------------- --------------- ---------------
License revenues - 119,000 - 119,000
Service revenues 6,982,000 3,766,000 - 10,748,000
CRO operations 9,650,000 - - 9,650,000
--------------- ----------------- --------------- ---------------
Net revenues from external customers 16,632,000 3,885,000 - 20,517,000
Income from operations 769,000 440,000 - 1,209,000
Identifiable assets 17,761,000 4,036,000 17,683,000 39,480,000
Depreciation and amortization 784,000 289,000 - 1,073,000
Capital expenditures 842,000 337,000 - 1,179,000
</TABLE>
8
<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 March 29,
2000, eRT filed a registration statement with the Securities and Exchange
Commission in connection with a 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. The
Company's 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.
9
<PAGE>
The Company expects to incur losses in 2000 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 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 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.
10
<PAGE>
Results of Operations
The following table presents certain financial data as a percentage of total
revenues:
<TABLE>
<CAPTION>
Three Months Ended June 30, Six Months Ended June 30,
--------------------------- -------------------------
2000 1999 2000 1999
------ ------ ------ ------
<S> <C> <C> <C> <C>
Net revenues:
Licenses 19.3% --% 17.9% 0.6%
Services 80.7 48.6 82.1 52.4
CRO operations -- 51.4 -- 47.0
----- ----- ----- -----
Total net revenues 100.0 100.0 100.0 100.0
----- ----- ----- -----
Costs of revenues:
Cost of licenses 2.2 0.4 1.8 0.4
Cost of services 51.1 30.3 51.5 30.3
Cost of CRO operations -- 33.9 -- 33.8
----- ----- ----- -----
Total costs of revenues 53.3 64.6 53.3 64.5
----- ----- ----- -----
Gross margin 46.7 35.4 46.7 35.5
----- ----- ----- -----
Operating expenses:
Selling and marketing 18.1 9.5 18.8 9.5
General and administrative 20.1 14.7 22.0 14.4
Research and development 16.4 5.2 14.9 5.7
----- ----- ----- -----
Total operating expenses 54.5 29.4 55.7 29.6
----- ----- ----- -----
Operating income (loss) (7.8) 6.0 (9.0) 5.9
Other income, net 5.4 1.3 5.0 1.4
Gain on sale of domestic CRO business 3.5 -- 1.9 --
----- ----- ----- -----
Income (loss) before income taxes 1.1 7.2 (2.1) 7.3
Income tax provision (benefit) 0.5 2.9 (0.8) 2.9
----- ----- ----- -----
Net income (loss) 0.7% 4.4% (1.3%) 4.4%
===== ===== ===== =====
</TABLE>
11
<PAGE>
Three months ended June 30, 2000 compared to three months ended June 30, 1999.
Total net revenues decreased 35.5% to $7.1 million for the three months ended
June 30, 2000 compared to $11.0 million for the three months ended June 30,
1999. Total net revenues for the three months ended June 30, 1999 included net
revenues of $5.7 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 were $1.4 million for the three months ended June 30, 2000.
There were no license revenues for the three months ended June 30, 1999. License
revenues in the second quarter of 2000 were related primarily to revenue
recognized under master software license agreements that included the Company's
eResNet product. Technology consulting and training service revenues increased
12.1% to $1.1 million for the three months ended June 30, 2000 compared to
$981,000 for the three months ended June 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
4.1% to $922,000 for the three months ended June 30, 2000 compared to $886,000
for the three months ended June 30, 1999. The increase in software maintenance
was due to a larger installed base of software licenses during the second
quarter of 2000 compared to the second quarter of 1999. Usage service revenues
increased 5.7% to $3.7 million for the three months ended June 30, 2000 compared
to $3.5 million for the three months ended June 30, 1999. The increase in usage
service revenues was due primarily to new contracts signed in the second quarter
of 2000 and additional services under existing contracts, partially offset by
reduced revenues due to the Company's decision to phase out its clinical
laboratory operations in 1999. During 1999, the Company's clinical laboratory
operation was included in usage service revenues. Clinical laboratory operations
net revenues for the three months ended June 30, 1999 were $175,000.
Total cost of revenues decreased 46.5% to $3.8 million for the three months
ended June 30, 2000 compared to $7.1 million for the three months ended June 30,
1999. As a percentage of net revenues, total cost of revenues decreased to 53.3%
for the three months ended June 30, 2000 from 64.6% for the three months ended
June 30, 1999. Total cost of revenues for the three months ended June 30, 1999
included cost of revenues of $3.7 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 247.7% to $153,000 for the three months
ended June 30, 2000 from $44,000 for the three months ended June 30, 1999. The
increase in the cost of licenses was primarily due to third party royalties
incurred in the second quarter of 2000 based on software revenues. There were no
royalties payable to third parties in the second quarter of 1999. As a
percentage of license revenues, the cost of license revenues was 10.9% for the
three months ended June 30, 2000. The cost of consulting and software
maintenance revenues increased 30.0% to $1.3 million for the three months ended
June 30, 2000 compared to $1.0 million for the three months ended June 30, 1999.
As a percentage of consulting and software maintenance revenues, the cost of
consulting and software maintenance revenues increased to 65.0% of revenues for
the three months ended June 30, 2000 from 52.6% of revenues for the three months
ended June 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 was $2.3 million for the three months ended June 30, 2000 and 1999. As
a percentage of usage service revenues, cost of usage services decreased to
62.2% for the three months ended June 30, 2000 from 65.7% for the three months
ended June 30, 1999. The decrease in the cost of usage services as a percentage
of usage revenues was primarily due to the cost associated with the Company's
clinical laboratory operation, which was included in the cost of usage services
during the first three months in 1999 and was phased out during the second half
of 1999. For the three months ended June 30, 1999, cost of services for the
clinical laboratory operation was $479,000.
12
<PAGE>
Selling and marketing expenses increased 30.0% to $1.3 million for the three
months ended June 30, 2000 compared to $1.0 million for the three months ended
June 30, 1999. As a percentage of revenues, selling and marketing expenses
increased to 18.1% from 9.5%. The increase in selling and marketing expenses was
due to 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 three months ended June 30, 2000. These increases were
partially offset by lower compensation costs resulting from the sale of the
Company's domestic clinical research operations in December 1999.
General and administrative expenses decreased 12.5% to $1.4 million for the
three months ended June 30, 2000 from $1.6 million for the three months ended
June 30, 1999. This decrease was primarily due to lower accounting, legal and
insurance expenses and lower compensation costs from reduced personnel as a
result of the sale of the Company's domestic clinical research operations in
December 1999 partially offset by an increased provision for bad debts related
to a specific customer receivable account. As a percentage of revenues, general
and administrative expenses increased to 20.1% from 14.7% 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 108.3% to $1.2 million, or 16.4% of
revenues, for the three months ended June 30, 2000 compared to $576,000, or 5.2%
of revenues, for the three months ended June 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 three months
ended June 30, 2000 and 1999.
The Company's effective tax rate was 40.0% for the three months ended June 30,
2000 and 1999.
Six months ended June 30, 2000 compared to six months ended June 30, 1999.
Total net revenues decreased 36.1% to $13.1 million for the six months ended
June 30, 2000 compared to $20.5 million for the six months ended June 30, 1999.
Total net revenues for the six months ended June 30, 1999 included net revenues
of $9.7 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 to $2.4 million for the six months ended June 30,
2000 from $119,000 for the six months ended June 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 10.0% to $2.2 million for the
six months ended June 30, 2000 compared to $2.0 million for the six months ended
June 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 5.6% to $1.9 million for
the six months ended June 30, 2000 compared to $1.8 million for the six months
ended June 30, 1999. The increase in software maintenance was due to a larger
installed base of software licenses during the six months ended June 30, 2000
compared to the six months ended June 30, 1999. Usage service revenues decreased
5.7% to $6.6 million for the six months ended June 30, 2000 compared to $7.0
million for the six months ended June 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 six months ended June 30, 1999 were
$492,000.
Total cost of revenues decreased 47.0% to $7.0 million for the six months ended
June 30, 2000 compared to $13.2 million for the six months ended June 30, 1999.
As a percentage of net revenues, total cost of revenues decreased to 53.3% for
the six months ended June 30, 2000 from 64.5% for the six months ended June 30,
1999. Total cost of revenues for the six months ended June 30, 1999 included
cost of revenues of $6.9 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.
13
<PAGE>
The cost of license revenues increased 214.5% to $239,000 for the six months
ended June 30, 2000 from $76,000 for the six months ended June 30, 1999. The
increase in the cost of licenses was primarily due to third party royalties
incurred in the first six months of 2000 based on software revenues. There were
no royalties payable to third parties in the first six months of 1999. As a
percentage of license revenues, the cost of license revenues decreased to 10.0%
for the six months ended June 30, 2000 from 63.9% for the six months ended June
30, 1999. The decrease in the cost of license revenues as a percentage of
license revenues was due to the increase in license revenues compared to the
components of costs, which are relatively fixed in nature. The cost of
consulting and software maintenance revenues increased 44.4% to $2.6 million for
the six months ended June 30, 2000 compared to $1.8 million for the six months
ended June 30, 1999. As a percentage of consulting and software maintenance
revenues, the cost of consulting and software maintenance revenues increased to
63.4% of revenues for the six months ended June 30, 2000 from 42.1% of revenues
for the six months ended June 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 6.8% to $4.1 million for the six
months ended June 30, 2000 compared to $4.4 million for the six months ended
June 30, 1999. The decrease in the cost of usage revenues was primarily due to
the cost associated with the Company's clinical laboratory operation, which was
included in the cost of usage services during the first six months in 1999 and
was phased out during the second half of 1999. For the six months ended June 30,
1999, cost of services for the clinical laboratory operation was $802,000. As a
percentage of usage service revenues, cost of usage services decreased to 62.1%
for the six months ended June 30, 2000 from 62.9% for the six months ended June
30, 1999. The decrease in the cost of usage services as a percentage of usage
revenues was primarily due to decreased subcontracting expenses required to
complete client contract requirements.
Selling and marketing expenses increased 25.0% to $2.5 million for the six
months ended June 30, 2000 compared to $2.0 million for the six months ended
June 30, 1999. As a percentage of revenues, selling and marketing expenses
increased to 18.8% from 9.5%. The increase in selling and marketing expenses was
due to 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 six months ended June 30, 2000. These increases were
partially offset by lower compensation costs resulting from the sale of the
Company's domestic clinical research operations in December 1999.
General and administrative expenses decreased 3.3% to $2.9 million for the six
months ended June 30, 2000 from $3.0 million for the six months ended June 30,
1999. This decrease was primarily due to lower accounting, legal and insurance
expenses and lower compensation costs from reduced personnel as a result of the
sale of the Company's domestic clinical research operations in December 1999
partially offset by an increased provision for bad debts related to a specific
customer receivable account. As a percentage of revenues, general and
administrative expenses increased to 22.0% from 14.4% 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 66.7% to $2.0 million, or 14.9% of
revenues, for the six months ended June 30, 2000 compared to $1.2 million, or
5.7% of revenues, for the six months ended June 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 six months
ended June 30, 2000 and 1999.
The Company's effective tax rate was 40.0% for the six months ended June 30,
2000 and 1999.
Liquidity and Capital Resources
At June 30, 2000, the Company had $20.2 million of cash and cash equivalents and
$7.6 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 six months ended June 30, 2000, the Company used cash in operations of
$4.0 million compared to cash used in operations of $2.5 million for the six
months ended June 30, 1999. The year-to-year change was primarily the result of
lower earnings before depreciation and amortization for the six months ended
June 30, 2000 compared to the six months ended June 30, 1999.
14
<PAGE>
During the six months ended June 30, 2000, the Company purchased $1.1 million of
equipment compared to $1.2 million during the six months ended June 30, 1999.
The decrease in equipment purchases reflects the additional capital equipment
needed in the first quarter of 1999 to support the move of the Company to new
facilities in Philadelphia in 1999.
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 six months ended June 30, 2000, the Company received $319,000 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.
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 $9.5 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 has a line of credit with a bank, that has been extended to
September 30, 2000, which provides for borrowings up to $3.0 million 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.
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.
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.
15
<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 six months ended June 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.
16
<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
<TABLE>
<CAPTION>
(iv) Account of Company Account of Selling Shareholder
Amount Registered 2,206,250 common stock 956,250 common stock
<S> <C> <C>
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
</TABLE>
(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).
<TABLE>
<CAPTION>
<S> <C>
(vi) Net Offering Proceeds to the Company: $34,182,000
(vii) Use of Proceeds as of June 30, 2000:
Net cash paid for business acquisition 8,655,000
Net cash paid for minority equity investment 8,700,000
Purchase of equipment 6,830,000
Temporary Investments (consisting of short-term,
Investment-grade securities) 7,602,000
</TABLE>
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
17
<PAGE>
Item 4. Submission of Matters to a Vote of Security Holders
The Company held its Annual Meeting of Shareholders on April 17, 2000. Matters
submitted to the Shareholders for vote were the election of two directors to
each serve a three-year term until 2003, approval of an amendment to the
Company's Restated Certificate of Incorporation to change its name to "PRWW,
Ltd.", and ratification of the appointment of Arthur Andersen LLP as the
Company's independent auditors for the year ending December 31, 2000.
At the meeting, the shareholders elected Joseph A. Esposito and John M. Ryan to
the Board of Directors with 5,836,932 votes for the election or 84.0% of the
6,952,297 shares outstanding and eligible to vote with 9,750 shares withheld.
With their election, they join Joel Morganroth, MD, Sheldon M. Bonovitz,
Esquire, James C. Gale, Arthur Hull Hayes, Jr., MD, Jerry D. Lee, and Howard
Ross, as Directors of the Company.
The shareholders approved the amendment to the Company's Restated Certificate of
Incoporation to change its name to "PRWW, Ltd." with 5,840,978 shares voted for
approval or 84.0% of the 6,952,297 shares outstanding and eligible to vote with
800 shares voted against the amendment and 4,454 shares withheld.
In addition, the Shareholders ratified the appointment of Arthur Andersen LLP as
the Company's independent auditors for 2000 with 5,841,058 shares voting for
ratification or 84.0% of the 6,952,297 shares outstanding and eligible to vote
with 870 votes against ratification and 4,754 shares withheld.
18
<PAGE>
Item 6. Exhibits and Reports on Form 8-K
a.) Exhibits
10.48 Management Employment Agreement effective as of January 1,
2000 between Robert Brown and eResearchTechnology, as
amended.*
10.49 Services and Support Agreement effective as of January 1,
2000 between the Company and eResearchTechnology, as amended
by Supplement to Services and Support Agreement dated April
17, 2000.
10.50 eResearchTechnology 2000 Stock Option Plan.*
10.51 Management Employment Agreement effective as of July 5, 2000
between Jeffrey Litwin, M.D. and eResearchTechnology, as
amended.*
27.0 Financial Data Schedule.
* Management contract or compensatory plan or arrangement.
b.) Reports on Form 8-K
None
19
<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.
PRWW, LTD.
(Registrant)
Date: August 14, 2000 By: /s/ Joel Morganroth
-----------------------------------
Joel Morganroth, MD
Chief Executive Officer
Date: August 14, 2000 By: /s/ Bruce Johnson
-----------------------------------
Bruce Johnson
Chief Financial Officer
(Principal Financial and Accounting
Officer)
20
