PHARMANETICS INC
10-Q, 1999-08-13
ELECTROMEDICAL & ELECTROTHERAPEUTIC APPARATUS
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                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                    FORM 10-Q

[X] Quarterly report pursuant to Section 13 or 15 (d) of the Securities Exchange
Act of 1934. For the quarterly period ended June 30, 1999.

     [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
              Exchange Act of 1934. For the transition period from
                            _________ to ___________.

                             Commission File Number
                                     0-25133

                               PHARMANETICS, INC.
             (Exact Name of Registrant as Specified in its Charter)

        North Carolina                         56-2098302
(State or other jurisdiction of     (IRS Employer Identification Number)
 Incorporation or organization)

5301 Departure Drive
Raleigh, North Carolina                                 27616
(Address of Principal Executive Office)               (Zip Code)

         Registrant's Telephone Number, Including Area Code 919-954-9871

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 such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days. YES [X] NO [ ]

Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.

           Class                       Outstanding as of  August 4, 1999
Common Stock, par value $.001                         7,476,648

<PAGE>
                               PHARMANETICS, INC.

                               INDEX TO FORM 10-Q

                                                                            PAGE
PART I.      FINANCIAL INFORMATION

             Item 1. Financial Statements

             Consolidated Balance Sheets as of June 30, 1999
             (unaudited) and December 31, 1998                                 3

             Consolidated Statements of Operations for the Three Months and
             Six Months ended June 30, 1999 and 1998 (unaudited)               4

             Consolidated Statements of Cash Flows for the Six Months ended
             June 30, 1999 and 1998 (unaudited)                                5

             Notes to Unaudited Consolidated Financial Statements              6

             Item 2. Management's Discussion and Analysis of Financial
             Condition and Results of Operations                               8

PART II.     OTHER INFORMATION

             Item 4.  Submission of Matters to a Vote of Security Holders     11

             Item 6.  Exhibits and Reports on Form 8-K                        11

SIGNATURES                                                                    12

INDEX TO EXHIBITS                                                             13

                                       2
<PAGE>
                               PHARMANETICS, INC.
                           CONSOLIDATED BALANCE SHEETS
                        (In thousands, except share data)

<TABLE>
<CAPTION>
                                                                             JUNE 30,    DECEMBER 31,
                                                                               1999          1998
                                                                              -------       -------
                                                                            (UNAUDITED)
<S>                                                                            <C>           <C>
ASSETS
Current assets:
      Cash and cash equivalents                                                $6,573        $3,998
      Short term investments, held-to-maturity                                    738         3,703
      Accounts receivable, net                                                  1,773         2,069
      Inventories                                                               1,605         2,397
      Other current assets                                                        279           299
                                                                              -------       -------
            Total current assets                                               10,968        12,466

Property and equipment, net                                                     3,369         4,543
Intangible assets, net                                                            595         1,547
Other assets, net                                                                 263           137
                                                                              -------       -------
           Total assets                                                       $15,195       $18,693
                                                                              =======       =======

LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
      Accounts payable                                                           $437       $   429
      Accrued expenses                                                            306           169
      Current portion of long term debt and capital lease obligations             728           725
                                                                              -------       -------
            Total current liabilities                                           1,471         1,323

Long term debt and capital lease obligations, less current portion              1,284         1,626
                                                                              -------       -------
            Total liabilities                                                   2,755         2,949
                                                                              -------       -------
Commitments and contingencies

Shareholders' equity:
    Preferred stock, $.001 par value; authorized 1,000,000 shares--no shares
       issued or outstanding at June 30, 1999 and December 31, 1998

    Common stock, $.001 par value; authorized 10,000,000 shares;
      7,476,648 and 7,452,781 issued and outstanding at
      June 30, 1999 and December 31, 1998, respectively                             7             7
Additional paid-in capital                                                     40,070        40,010
Accumulated deficit                                                           (27,632)      (24,262)
Unearned compensation                                                              (5)          (11)
                                                                              -------       -------

           Total shareholders' equity                                          12,440        15,744
                                                                              -------       -------

           Total liabilities and shareholders' equity                         $15,195       $18,693
                                                                              =======       =======
</TABLE>

The accompanying notes are an integral part of the consolidated financial
statements.

                                       3
<PAGE>

                               PHARMANETICS, INC.

                CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
                        (IN THOUSANDS, EXCEPT SHARE DATA)

<TABLE>
<CAPTION>
                                                         THREE MONTHS ENDED              SIX MONTHS ENDED

                                                      JUNE 30          JUNE 30        JUNE 30        JUNE 30
                                                        1999             1998          1999            1998
                                                    ---------       ---------      ---------       ---------
<S>                                                    <C>              <C>           <C>             <C>
Net sales                                              $1,126           $ 952         $2,136          $2,033
Cost of goods sold                                        900             677          1,593           1,407
                                                    ---------       ---------      ---------       ---------
Gross profit                                              226             275            543             626
                                                    ---------       ---------      ---------       ---------
Operating expenses:
   General and administrative                             717             754          1,357           1,426
   Sales and marketing                                    169             166            364             385
   Research and development                               668             600          1,344           1,188
                                                    ---------       ---------      ---------       ---------
          Total operating expenses                      1,554           1,520          3,065           2,999
                                                    ---------       ---------      ---------       ---------
Operating loss                                         (1,328)         (1,245)        (2,522)         (2,373)
                                                    ---------       ---------      ---------       ---------
Other income (expense)
   Interest expense                                       (81)           (104)          (169)           (180)
   Interest income                                         52              33            119              88
   Grant/royalty income                                     2              45             10              52
   Development income                                       -               -              -             375
                                                    ---------       ---------      ---------       ---------
            Total other income (expenses)                 (27)            (26)           (40)            335
                                                    ---------       ---------      ---------       ---------
Net and comprehensive loss from continuing
   operations                                          (1,355)         (1,271)        (2,562)         (2,038)

Discontinued operations:
    Income (loss) from operations of Coeur
      Laboratories, Inc. (net of income taxes)           (157)            266             18             514
    Loss on disposal of Coeur Laboratories, Inc.
     (less income taxes of  $14)                         (826)              -           (826)              -
                                                    ---------       ---------      ---------       ---------
Net and comprehensive loss                            ($2,338)        ($1,005)       ($3,370)        ($1,524)
                                                    =========       =========      =========       =========
Basic and diluted net loss per common share:
  From continuing operations                           ($0.18)         ($0.19)        ($0.34)         ($0.30)
                                                    =========       =========      =========       =========
  From discontinued operations                         ($0.13)          $0.04         ($0.11)          $0.07
                                                    =========       =========      =========       =========
Basic and diluted net loss per common share            ($0.31)         ($0.15)        ($0.45)         ($0.23)
                                                    =========       =========      =========       =========
Average weighted shares outstanding                 7,467,338       6,800,332      7,460,506       6,782,388
                                                    =========       =========      =========       =========
</TABLE>

The accompanying notes are an integral part of the consolidated financial
statements.

                                       4
<PAGE>

                               PHARMANETICS, INC.

                CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
                                 (In thousands)

<TABLE>
<CAPTION>
                                                                  SIX MONTHS ENDED
                                                                 June 30    June 30
                                                                   1999       1998
                                                                 ------      ------
<S>                                                             <C>         <C>
Cash flows from operating activities:
    Net loss                                                    ($3,370)    ($1,524)
    Adjustments to reconcile net loss to net cash
       used in operating activities:
         Stock based compensation: general and administrative        51          76
         Gain on sale of assets                                    (161)          -
         Depreciation                                               452         442
         Amortization of intangible and other assets                155         146
         Write off of goodwill                                      809           -
         Amortization of discount on investment                     (35)          -
         Provision for inventory obsolescence                        50           -
    Change in assets and liabilities:
       Accounts receivable                                          257         164
       Inventories                                                   31         394
       Other assets                                                (175)       (170)
       Accounts payable and accrued expenses                        394      (1,052)
                                                                 ------      ------
                   Net cash used in operating activities         (1,542)     (1,524)
                                                                 ------      ------

Cash flows from investing activities:
     Payments for purchase of property and equipment               (132)       (366)
     Costs incurred to obtain patents and intangibles               (42)        (29)
     Proceeds from maturities of investments                      3,750           -
     Purchases of investments                                      (750)          -
     Proceeds from sale of segment                                1,661           -
                                                                 ------      ------
           Net cash (used in) provided by investing activities    4,487        (395)
                                                                 ------      ------

Cash flows from financing activities:
     Principal payments on long-term debt and capital lease
        obligations                                                (379)       (236)
     Net proceeds from issuance of stock                              9          70
                                                                 ------      ------
           Net cash used in financing activities                   (370)       (166)
                                                                 ------      ------
           Net increase (decrease) in cash and cash equivalents   2,575      (2,085)
Cash and cash equivalents at beginning of period                  3,998       5,885
                                                                 ------      ------
Cash and cash equivalents at end of period                       $6,573      $3,800
                                                                 ======      ======
</TABLE>

                                       5
<PAGE>


                               PHARMANETICS, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (unaudited)

Note 1.  Organization and Basis of Presentation

PharmaNetics, Inc. (the "Company") is a holding company incorporated in July
1998 as the parent company of Cardiovascular Diagnostics, Inc. ("CVDI"). CVDI
was incorporated in November 1985 and develops, manufactures and markets rapid
turnaround, point-of-care diagnostic tests to assess blood clot formation and
dissolution. CVDI develops tests based on its proprietary, dry chemistry
diagnostic test system, known as the Thrombolytic Assessment System ("TAS"), to
provide rapid and accurate evaluation of hemostasis at the point of patient
care. Until June 15, 1999 Coeur Laboratories ("Coeur"), which manufactures and
sells disposable power injection syringes, was a wholly-owned subsidiary of
CVDI. On that date, substantially all of the operating assets and liabilities
were sold to Coeur Acquisition L.L.C., a private investment firm backed by
Bison Investments of Tampa, Florida.. The consolidated financial statements
include the accounts of the Company and its wholly-owned subsidiaries including
Coeur through June 15, 1999. All intercompany activity has been eliminated. The
consolidated financial statements included herein as of any date other than
December 31 have been prepared by the Company without audit, pursuant to the
rules and regulations of the Securities and Exchange Commission. Financial
information as of December 31 has been derived from the audited financial
statements of the Company, but does not include all disclosures required by
generally accepted accounting principles. In the opinion of management, the
accompanying unaudited consolidated financial statements include all adjustments
(consisting only of normal recurring adjustments) necessary to present fairly
the consolidated financial position, results of operations and cash flows of the
Company. For further information regarding the Company's accounting policies,
refer to the Consolidated Financial Statements and related notes included in the
Company's Annual Report on Form 10-K for the year ended December 31, 1998.
Results for the interim period are not necessarily indicative of the results for
any other interim period or for the full fiscal year.

Note 2.  Income Taxes

The Company has no federal income tax provision or benefit, as the Company has
not realized net income for the quarter ended June 30, 1999 and has net
operating loss carryforwards to offset any net income when realized.
Income tax expense recognized represents Coeur's state income tax expense.

Note 3.  Cash Equivalents

The Company considers all highly liquid investments with a maturity of three
months or less at the date of purchase to be cash equivalents.

Note 4.  Inventory

Inventories consisted of the following:

                                  June 30, 1999  December 31, 1998
                                  -------------  -----------------

           Raw materials            $1,377,000      $1,860,000
           Finished goods              228,000         537,000
                                    ----------      ----------
                                    $1,605,000      $2,397,000

Note 5.  Loss Per Common Share

In accordance with Statement of Financial Accounting Standards ("SFAS") No. 128,
"Earnings Per Share" ("EPS"), the Company is required to present both basic and
diluted EPS on the face of the Statement of Operations. Basic EPS excludes
dilution and is computed by dividing income (loss) available to common
shareholders by the weighted average number of common shares outstanding for the
period. Diluted EPS is the same as basic EPS for the Company's three and six
month periods ended June 30, 1999 and 1998, because, for loss periods, potential
common shares (such as options) are not included in computing diluted EPS since
the effect would be antidilutive.


                                       6
<PAGE>

Note 6. Distribution Agreement

In August 1998, the Company signed a five-year distribution agreement with
Chiron Diagonstics ("Chiron"), now a part of Bayer Diagnostics ("Bayer"). Bayer
will distribute the Company's PT, aPTT, HMT, and LHMT test carts in North
American and certain South American, European and Asian countries, subject to
minimum annual sales. At the time the distribution agreement was signed, the
Company received an equity investment of $6 million from Chiron.

Note 7.  Discontinued Operations.

On June 15, 1999 the Company sold substantially all of the operating assets and
liabilities of Coeur to Coeur Acquisition L.L.C, a private investment firm
backed by Bison Investments of Tampa, Florida. The Company retained Coeur's
cash, receivables and certain other assets. The loss on disposal of the segment
was approximately $826,000, primarily due to the write-off of goodwill related
to Coeur. State income taxes applicable to the results of the discontinued
operations was approximately $17,000 and $53,000 for the six months ended June
30, 1999 and 1998, respectively and approximately $3,000 and $26,000 for the
three months ended June 30, 1999, and 1998, respectively. Revenues applicable to
the discontinued operations were approximately $1,801,000 and $2,563,000 for the
six months ended June 30, 1999 and 1998, respectively and approximately $637,000
and $ 1,240,000 for the three months ended June 30, 1999 and 1998, respectively.


                                       7
<PAGE>

ITEM 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS

                                  INTRODUCTION

This Management's Discussion and Analysis of Financial Condition and Results of
Operations contains forward-looking statements. The Company's actual results
might differ materially from those projected in the forward-looking statements
due to any number of factors, including those set forth below under "--Factors
That May Affect Future Results". Additional information concerning factors that
could cause actual results to materially differ from those in the
forward-looking statements is contained in the Company's other SEC filings,
copies of which are available upon request from the Company.

The following discussion should be read in connection with the unaudited
Consolidated Financial Statements and Notes thereto appearing elsewhere in this
report. Unless the context indicates otherwise, all references to the Company
include PharmaNetics, Inc., its subsidiary Cardiovascular Diagnostics, Inc.
("CVDI") and Coeur Laboratories, Inc.("Coeur"), a wholly-owned subsidiary of
CVDI until June 15, 1999.

CVDI develops, markets and manufactures a Thrombolytic Assessment System
("TAS"), consisting of a compact, portable analyzer and disposable test cards
which are inserted into the analyzer to perform a variety of hemostasis tests.
Coeur manufactures and sells a line of disposable syringes used in angiography
injectors.

CVDI began marketing TAS products in May 1995 through a direct sales force. In
October 1996, given the consolidation in the hospital industry, the marketing
focus was shifted to begin targeting major corporate accounts and integrated
health networks ("IHNs") and soon after, CVDI signed development and
distribution agreements with Dade International, Inc. ("Dade") and Avecor
Cardiovascular to distribute its products. In August 1998, CVDI signed a global
distribution agreement with Chiron Diagnostics, which is now a part of the
diagnostics division of the Bayer Corporation, to distribute CVDI's PT, aPTT,
HMT, and LHMT test cards in North America and certain South American, European
and Asian countries. At that time, the Company received an equity investment of
$6 million from Chiron. This distribution agreement has or will replace the
distribution agreements which existed prior to such date. In connection with
CVDI's termination of the distribution agreement with Dade, the Company agreed
to continue to supply test cards to Dade's existing customers for three years.

Given the consolidating hospital market and pricing pressures, the Company's
strategy has evolved towards becoming more focused on the development of
specialty tests for drugs, some with narrow ranges between over- and
under-dosage. The Company believes that rapid diagnostic capabilities improve
patient care and turnover, and that there is a market trend to obtain diagnostic
information faster in order to effect therapy sooner. The Company also believes
that these trends should allow the Company to obtain higher pricing for these
specialty tests. As a result, the Company has exhibited the flexibility of the
TAS platform and the potential to expand its menu of specialty tests by signing
collaboration agreements with Knoll AG and Astra AB to monitor the effects of
certain new drugs that are in clinical trials. The Company believes that these
and other collaborations for specialty tests will also further demand for
analyzers and routine anticoagulant tests. The Company believes it is well
positioned in its development efforts to expand its menu of tests to monitor
developmental drugs where rapid therapeutic intervention is needed.

RESULTS OF OPERATIONS

THREE MONTHS ENDED JUNE 30, 1999 VS JUNE 30, 1998

Net sales for the quarter ended June 30, 1999 were $1,126,000 compared to
$952,000 in the same period in 1998. The increase was mainly due to increased
sales of analyzers attributable to new placements by the Company's global
distributor Bayer Diagnostics.

Cost of goods sold for the quarter ended June 30, 1999 was $900,000 compared to
$677,000 in the comparable period in 1998. The resulting gross profit percentage
for the 1999 period was lower than the gross profit percentage for the
corresponding period in 1998, mainly due to lower average sale prices of test
cards and an increase in inventory reserves.

Total operating expenses for the quarter ended June 30, 1999 were $1,554,000, a
2% increase from the second quarter of 1998. General and administrative expenses
decreased slightly but were offset by higher research and development expenses
due to increased personnel costs and increased research trial expenses related
to development of specialty tests.

                                       8
<PAGE>

Other income (expense) for the quarter ended June 30, 1999, which is composed of
interest income, interest expense, royalty income and development income, was a
net expense of $27,000 compared to a net expense of $26,000 in the quarter ended
June 30, 1998. Grant/royalty income for the 1999 second quarter decreased due to
the ending of an NIH grant in mid-1998.

SIX MONTHS ENDED JUNE 30, 1999 VS JUNE 30, 1998

Net sales for the six months ended June 30, 1999 were $2,136,000, an increase of
5% compared to the same period in 1998. The increase was due to increases in the
number of cards sold in 1999 compared to 1998 resulting in increased revenue of
approximately $575,000, offset by decreased income from TAS sales of
approximately $480,000. TAS revenue in the 1998 six months included the sale of
$675,000 of analyzers to Knoll AG in conjunction with their PEG-Hirudin clinical
studies.

Cost of goods sold for the six months ended June 30, 1999 was $1,593,000
compared to $1,407,000 for the same period in 1998. The gross profit percentage
decreased compared to the prior year due to lower average sale prices for cards
and analyzers in the six months of 1999 compared to 1998.

Total operating expenses of $3,065,000 for the six months ended June 30, 1999
represent an increase of 3% compared to the same period in 1998. Decreases in
general and administrative expenses and sales and marketing expenses were more
than offset by increased research and development expenses due to higher
personnel expenses.

Other income (expense) for the six months ended June 30, 1999 decreased $375,000
due to development income recorded by the Company in the six months ended June
30, 1998 related to the achievement of milestones in connection with
collaborations with Knoll AG and Dade International.

DISCONTINUED OPERATIONS

On June 15, 1999, the Company sold substantially all of the operating assets and
liabilities of its Coeur Laboratories, Inc. subsidiary. The loss on disposal of
the segment was approximately $826,000, primarily due to the write-off of
goodwill related to Coeur. The income from operations for the six month period
ended June 30, 1999 of this discontinued segment decreased approximately
$496,000 compared to the same period in 1998 due to lower sales volume combined
with higher production costs. The higher production costs resulted chiefly from
operating inefficiencies, such as rework of products, due to issues with several
suppliers during the period. Operating expenses of the discontinued segment for
the six months ended June 30, 1999 were essentially unchanged from the same
period in 1998

LIQUIDITY AND CAPITAL RESOURCES

At June 30, 1999, the Company had cash and cash equivalents and short-term
investments of $7.3 million and working capital of $9.5 million, as compared to
$7.7 million and $11.1 million, respectively, at December 31, 1998. During the
six months ended June 30, 1999, the Company used cash in operating activities of
$1.5 million. The use of cash was primarily due to funding the net operating
loss of the Company. Net cash provided by investing activities during the six
months ended June 30, 1999 was $4.5 million, resulting mainly from the maturity
of short-term investments and the proceeds from the sale of the Coeur
subsidiary. Net cash used in financing activities was due to paydown of the
Company's long-term debt.

The Company expects to incur additional operating losses during the remainder of
1999 and 2000. The Company's working capital requirements will depend on many
factors, primarily the volume of future orders of TAS products from the
Company's distributors, primarily Bayer Diagnostics. In addition, the Company
expects to incur costs associated with clinical trials for development of new
test cards. The Company may acquire other products, technologies or businesses
that complement the Company's existing and planned products, although the
Company currently has no understanding, commitment or agreement with respect to
any such acquisitions. Management believes that its existing capital resources
and cash flows from operations, including projected cash flows from its
distribution agreement with Bayer Diagnostics, will be adequate to satisfy its
planned capital requirements through 1999. To enhance liquidity, the Company
plans to consider external sources of financing as needed, including equity
financings such as private placement, a follow-on public offering of common
stock or additional equity infusions from collaborative partners.


                                       9
<PAGE>

YEAR 2000

Computers, software and microprocessors that use only two digits to identify a
year in a date field may be unable to process accurately certain date-based
information at or after the year 2000. This is commonly referred to as the "Year
2000 issue". The Company is addressing the issue in several ways. First, the
Company has established a team to monitor product compliance and believes that
all Company products are Year 2000 compliant. Secondly, the Company is in the
process of seeking Year 2000 compliance certification from its major suppliers
and vendors related to their products and internal business applications.
Finally, the Company has established a team to coordinate Year 2000 compliance
related to internal systems.

 Many of the Company's systems use vendor-provided software and Year 2000
compliance is expected to be achieved through vendor-provided upgrades. For
other internal systems, testing will be completed internally to ensure Year 2000
compliance. Currently, the Company has completed its assessment and testing of
Year 2000 compliance with respect to all of its own products, 97% of its own
internal systems and approximately 79% of its vendor-provided systems and
applications. The Company anticipates all of its systems will have been
assessed, tested and updated through vendor provider upgrades or through
completion of internal testing prior to September 30, 1999. The Company believes
that the cost of its Year 2000 compliance program, which solely relates to
internal personnel time, has been approximately $40,000 through June 30, 1999
and will be approximately $50,000 in total. The Company does not believe that
its business will be materially adversely affected by the Year 2000 issue.
However, the Company continues to bear risk related to the Year 2000 and could
be materially adversely affected if significant customers or suppliers fail to
address the issue or if vendor upgrades are not provided to the Company as
required. In a worst case scenario, the Company could be forced to spend
significant resources and funds to find alternative providers of systems and
applications used by the Company. If completion of the Company's assessment of
vendor-provided systems reveals Year 2000 non-compliance, the Company's
contingency plan is to insist upon vendor compliance a reasonable time in
advance of Year 2000 and to pursue arrangements with other vendors.

FACTORS THAT MAY AFFECT FUTURE RESULTS

A number of uncertainties exist that may affect the Company's future operating
results and stock price, including: risks associated with development of new
tests, particularly specialty tests that rely on development, regulatory
approval, commercialization and market acceptance of collaborators' new drugs;
market acceptance of TAS; the Company's continuing losses and the resulting
potential need for additional capital in the future; managed care and continuing
market consolidation, which may result in price pressure, particularly on
routine tests; and FDA regulations and other regulatory guidelines affecting the
Company and/or its collaborators. The market price of the common stock could be
subject to significant fluctuations in response to variations in the Company's
quarterly operating results as well as other factors which may be unrelated to
the Company's performance. The stock market in recent years has experienced
extreme price and volume fluctuations that often have been unrelated or
disproportionate to the operating performance of and announcements concerning
public companies. Such broad fluctuations may adversely affect the market price
of the Company's common stock. Securities of issuers having relatively limited
capitalization or securities recently issued in an initial public offering are
particularly susceptible to volatility based on short-term trading strategies of
certain investors.


                                       10
<PAGE>

Part II. OTHER INFORMATION

Item 4. Submission of Matters to a Vote of  Security Holders

The Annual Meting of Shareholders of the Company was held on May 6, 1999. The
following is a description of the matters voted upon at the meeting and the
numbers of affirmative votes and negative votes cast with respect to each
matter.

(a)    The following persons were elected to the Company's Board of Directors.
       The votes for, against (withheld) and abstentions were as follows:

       Nominee               Votes For    Votes Withheld   Votes Abstained
       -------               ---------    --------------   ---------------

       John P. Funkhouser    6,236,043            0             387,951
       William A. Hawkins    6,237,266            0             386,728
       John K. Pirotte       6,237,266            0             386,728
       Stephen R. Puckett    6,237,266            0             386,728
       Philip R. Tracy       6,237,266            0             386,728

  (b)  The shareholders ratified the appointment of PricewaterhouseCoopers as
       the independent auditors of the Company for the year ending December 31,
       1999 with 6,609,588 shares for, 7,043 shares voting against and 7,363
       shares abstaining.


Item 6. Exhibits and Reports on Form 8-K

(a)      Exhibits 27.1

         Financial Data Schedule

(b)      Report on Form 8-K

         The Company filed a report on Form 8-K on June 28, 1999 disclosing the
         terms of a definitive asset purchase agreement relating to the
         Company's divestiture of substantially all of the operating assets and
         liabilities of its Coeur Laboratories, Inc. subsidiary.


                                       11
<PAGE>

                                   SIGNATURES

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

                               PHARMANETICS, INC.

Date: August 13, 1999                           By: /s/ Paul Storey
                                               -------------------
                                                  Paul Storey
                                                   Treasurer
                                (Principal Financial and Accounting Officer)


                                       12
<PAGE>

                                INDEX TO EXHIBITS

Exhibit                  Description
- -------                  -----------

    27.1           Financial Data Schedule

<TABLE> <S> <C>


<ARTICLE>                     5

<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                              DEC-31-1999
<PERIOD-START>                                 JAN-01-1999
<PERIOD-END>                                   JUN-30-1999
<CASH>                                         6,573
<SECURITIES>                                   738
<RECEIVABLES>                                  1,827
<ALLOWANCES>                                   (54)
<INVENTORY>                                    1,605
<CURRENT-ASSETS>                               279
<PP&E>                                         6,692
<DEPRECIATION>                                 (3,323)
<TOTAL-ASSETS>                                 15,195
<CURRENT-LIABILITIES>                          1,471
<BONDS>                                        0
                          0
                                    0
<COMMON>                                       7
<OTHER-SE>                                     12,433
<TOTAL-LIABILITY-AND-EQUITY>                   15,195
<SALES>                                        2,136
<TOTAL-REVENUES>                               2,136
<CGS>                                          (1,593)
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