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, 2000.
[ ] 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 1, 2000
Common Stock, no par value 7,551,831
<PAGE>
PHARMANETICS, INC.
INDEX TO FORM 10-Q
<TABLE>
<CAPTION>
<S> <C> <C>
PART I. FINANCIAL INFORMATION PAGE
Item 1. Financial Statements
Consolidated Balance Sheets as of June 30, 2000
(unaudited) and December 31, 1999 3
Consolidated Statements of Operations for the Three
Months and Six Months ended June 30, 2000 and 1999
(unaudited) 4
Consolidated Statements of Cash Flows for the Six
Months ended June 30, 2000 and 1999 (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 10
Item 6. Exhibits and Reports on Form 8-K 10
SIGNATURES 11
INDEX TO EXHIBITS 12
</TABLE>
2
<PAGE>
PHARMANETICS, INC.
CONSOLIDATED BALANCE SHEETS
(In thousands, except share data)
<TABLE>
<CAPTION>
JUNE 30, DECEMBER 31,
2000 1999
---- ----
(UNAUDITED)
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $3,557 $3,661
Short term investments, held-to-maturity 10,654 1,500
Accounts receivable 938 966
Inventories 1,370 1,329
Other current assets 240 191
--- ---
Total current assets 16,759 7,647
Property and equipment, net 3,341 3,203
Intangible assets, net 537 569
Other assets, net 196 228
--- ---
Total assets $20,833 $11,647
======= =======
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable $358 $210
Accrued expenses 609 172
Current portion of long term debt and capital
lease obligations 1,002 795
----- ---
Total current liabilities 1,969 1,177
Long term debt and capital lease obligations,
less current portion 289 862
Series A convertible preferred stock, no par value;
authorized 120,000 shares; 120,000 and 0 shares
issued and outstanding at June 30, 2000 and
December 31, 1999, respectively (aggregate liquidation
value at June 30, 2000 of $12,000,000) 10,036 --
Shareholders' equity:
Common stock, no par value; authorized 40,000,000
shares; 7,546,831 and 7,480,919 issued and outstanding
at June 30, 2000 and December 31, 1999, respectively 42,300 40,092
Accumulated deficit (33,761) (30,484)
-------- --------
Total shareholders' equity 8,539 9,608
----- -----
Total liabilities and shareholders' equity $20,833 $11,647
======= =======
</TABLE>
Commitments and contingencies
The accompanying notes are an integral part of the unaudited 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
2000 1999 2000 1999
` ---- ---- ---- ----
<S> <C> <C> <C> <C>
Net sales $1,377 $1,126 $2,866 $2,136
Costs of goods sold 973 900 1,891 1,593
------- ------- ------- -------
Gross profit 404 226 975 543
------- ------- ------- -------
Operating expenses:
General and administrative 864 717 1,594 1,357
Sales and marketing 345 169 563 364
Research and development 853 668 1,628 1,344
------- ------- ------- -------
Total operating expenses 2,062 1,554 3,785 3,065
------- ------- ------- -------
Operating loss (1,658) (1,328) (2,810) (2,522)
------- ------- ------- -------
Other income (expense):
Interest expense (54) (81) (115) (169)
Interest income 211 52 322 119
Grant/royalty income 19 2 19 10
Development income 212 - 283 -
------- ------- ------- -------
Total other income (expenses) 388 (27) 509 (40)
------- ------- ------- -------
Net and comprehensive loss from continuing
operations (1,270) (1,355) (2,301) (2,562)
Discontinued operations:
Income (loss) from operations of Coeur
Laboratories, Inc. (net of income taxes) - (157) - 18
Loss on disposal of Coeur Laboratories, Inc.
(less income taxes of $14) - (826) - (826)
------- ------- ------- -------
Net and comprehensive loss ($1,270) ($2,338) ($2,301) ($3,370)
Dividends on preferred stock (179) - (250) -
Amortization of beneficial conversion feature of
Series A convertible preferred stock (598) - (975) -
------- ------- ------- -------
Net loss applicable to common shareholders ($2,047) ($2,338) ($3,526) ($3,370)
======== ======= ======== ========
Basic and diluted net loss per common share ($0.27) ($0.31) ($0.47) ($0.45)
======= ======= ======= =======
Average weighted shares outstanding 7,544,019 7,492,321 7,535,664 7,485,490
========= ========= ========= =========
</TABLE>
The accompanying notes are an integral part of the unaudited consolidated
financial statements.
4
<PAGE>
PHARMANETICS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
(In thousands)
<TABLE>
<CAPTION>
SIX MONTHS ENDED
June 30 June 30
2000 1999
<S> <C> <C>
Cash flows from operating activities:
Net loss ($2,301) ($3,370)
Adjustments to reconcile net loss to
net cash used in operating activities:
Stock based compensation: general and administrative - 51
Gain on sale of assets - (161)
Depreciation 492 452
Amortization of intangible and other assets 59 155
Write off of goodwill - 809
Amortization of discount on investment (121) (35)
Provision for inventory obsolescence 59 50
Change in assets and liabilities:
Accounts receivable 29 257
Inventories (99) 31
Other assets (41) (175)
Accounts payable and accrued expenses 585 394
---- ---
Net cash used in operating activities (1,338) (1,542)
------- -------
Cash flows from investing activities:
Payments for purchase of property and equipment (630) (132)
Costs incurred to obtain patents and intangibles (4) (42)
Proceeds from maturities of investments 1,500 3,750
Purchases of investments (10,534) (750)
Proceeds from sale of segment - 1,661
------- -----
Net cash provided by (used in) investing activities (9,668) 4,487
------- -----
Cash flows from financing activities:
Principal payments on long-term debt and capital lease
obligations (366) (379)
Proceeds from issuance of common stock and warrants 39 9
Proceeds from Series A preferred stock offering, net of
offering costs 11,229 -
------ -----
Net cash provided by (used in) financing activities 10,902 (370)
------ -----
Net increase (decrease) in cash and cash equivalents (104) 2,575
Cash and cash equivalents at beginning of period 3,661 3,998
----- -----
Cash and cash equivalents at end of period $3,557 $6,573
====== ======
Supplemental disclosure of noncash investing and financing activities:
Preferred stock issuance costs $ 62 -
Preferred stock dividends $250 -
</TABLE>
The accompanying notes are an integral part of the unaudited consolidated
financial statements.
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 of
Coeur were sold. 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, 1999. 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. 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 3. Investments
Investments consist primarily of United States government agency obligations,
notes and commercial paper. The Company invests in high-credit quality
investments in accordance with its investment policy which minimizes the
possibility of loss. Investments with original maturities at date of purchase
beyond three months and which mature at or less than twelve months from the
balance sheet date are classified as current. Investments are considered to be
held-to-maturity and are accounted for in accordance with Statement of Financial
Accounting Standards No. 115, "Accounting for Certain Investments in Debt and
Equity Securities."
Note 4. Inventory
Inventories consisted of the following:
June 30, 2000 December 31, 1999
------------- -----------------
Raw materials $1,219,000 $1,101,000
Finished goods 151,000 228,000
------- -------
$1,370,000 $1,329,000
========== ==========
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) applicable 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 quarters ended
June 30, 2000 and 1999, 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 Diagnostics ("Chiron"), now a part of Bayer Diagnostics ("Bayer"). Bayer
will distribute the Company's PT, aPTT, HMT, and LHMT test cards in North
America 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. The Company retained Coeur's cash, receivables and certain
other assets at the date of sale.
Note 8. Private Placement
In February 2000, the Company completed a private placement of 120,000 shares of
Series A convertible preferred stock ("Series A"), resulting in net proceeds of
approximately $11,229,000, together with five-year warrants to acquire 240,000
shares of common stock at $10.00 per share. Approximately $1,275,000 of the net
proceeds was allocated to the warrants based on their fair value. The Series A
has a dividend of 6% payable quarterly in cash or in shares of common stock at
the option of the Company. As of June 30, 2000, the Series A dividend had been
paid in 24,983 shares of common stock. Prior period weighted average common
share calculations have been adjusted to reflect the issuance of the stock
dividend as if it had occurred at the beginning of the noted period.
Each share of the Series A is convertible into ten shares of common stock at
$10.00 per share. The Series A is convertible after May 28, 2000 at the option
of the holder or may be redeemed by the Company upon the occurrence of any of
the following events: (a) the common stock closes at or above $20.00 per share
for 20 consecutive trading days, (b) a completion by the Company of a follow-on
public offering of at least $10 million at a per share price of at least $15.00,
(c) the acquisition of the Company by another entity by means of a transaction
that results in the transfer of 50% or more of the outstanding voting power of
the Company, (d) a sale of all or substantially all of the Company's assets, or
(e) at any time after February 28, 2004.
The holders of the Series A have a liquidation preference of $100 per share plus
any accrued but unpaid dividends then held, such amounts subject to certain
adjustments. The holders also have the right to vote together with the common
stock on an as-converted basis.
On the date of issuance of the Series A, the effective conversion price of the
Series A was at a discount to the price of the common stock into which the
Series A is convertible. In accordance with EITF 98-5 "Convertible Securities
with Beneficial Conversion Features", this discount totaled approximately
$975,000 and was recorded as a preferred stock dividend and amortized over the
three- month period until conversion was possible. The discount has been fully
amortized at June 30, 2000.
Note 9. Development Income
During the quarter ended March 31, 2000, the Company entered into a six-month
collaborative development agreement with Bayer Corporation. In connection with
the agreement, the Company received $425,000 for use in development. In
accordance with SEC Staff Accounting Bulletin No. 101, the Company will
recognize this amount as income over the period covered by the development
agreement. During the quarter ended June 30, 2000, the Company recognized
$212,500 in income related to this agreement.
Note 10. Commitments and Contingencies
In March 2000, the Company received a letter from Polyten Plastics LLC
("Polyten"), the parent company of the purchaser of substantially all of the
assets of the Company's Coeur Laboratories subsidiary, tendering a claim for
indemnification against the Company for losses, if any, arising out of claims
filed by Medrad, Inc. against Liebel-Flarsheim Company, Coeur Laboratories, Inc.
and others. The Medrad complaint asserts several claims including federal
trademark dilution and patent infringement in connection with Coeur's
manufacture and sale to Liebel-Flarsheim and Liebel-Flarsheim's subsequent sale
of adapters and syringes for use with medical injection delivery systems
allegedly manufactured by Medrad. On July 4, 2000, Medrad and Coeur reached a
verbal agreement to settle the litigation and on July 7, 2000 executed a letter
agreement confirming in general the terms of the settlement. Under the proposed
terms of the settlement, Coeur will allow the court to enter an injunction
against Coeur prohibiting it from making or reselling the adapter/syringe
assemblies or anything substantially similar to the assemblies. The Company
believes this restriction will have no material adverse impact on it, because,
following the sale of Coeur assets, the Company and Coeur have had, and continue
to have, no plans to engage in such activities or business. Medrad would waive
any and all potential claims for monetary damages and take a voluntary dismissal
with prejudice of its claims against Coeur. However, there can be no assurance
that a definitive settlement agreement will be reached. In connection with the
lawsuit, Polyten asserts that the Company is liable for Polyten's legal fees of
approximately $25,000, pursuant to the indemnification provisions contained in
the contract for the sale of Coeur to Polyten.
7
<PAGE>
Note 11. New Accounting Pronouncements
In June 1998, the FASB issued SFAS 133, Accounting for Derivative Instruments
and Hedging Activities and in July 1999 issued SFAS 137 which deferred the
effective date of SFAS 133, as it pertains to the Company, to July 1, 2000. This
statement has not had a material impact on the Company.
In December 1999, the Securities and Exchange Commission ("SEC") issued Staff
Accounting Bulletin No. 101, or SAB 101, Revenue Recognition in Financial
Statements, which provides guidance on the recognition, presentation and
disclosure of revenue in financial statements filed with the SEC. SAB 101
outlines the basic criteria that must be met to recognize revenue and provides
guidance for disclosures related to revenue recognition policies. It is
effective no later than the fourth fiscal quarter of fiscal years beginning
after December 15, 1999. The Company will evaluate the impact of SAB 101 as it
enters into future collaboration agreements.
In April 2000, the Financial Accounting Standards Board issued FASB
Interpretation No. 44 (FIN 44) which clarifies the application of Accounting
Principles Board Opinion 25 for certain transactions. The interpretation
addresses many issues related to granting or modifying stock options including
changes in accounting for modifications of awards (increased life, reduction of
exercise price, etc.). It is effective July 1, 2000 but certain conclusions
cover specific events that occur after either December 15, 1998 or January 12,
2000. The effects of applying the interpretation are to be recognized on a
prospective basis from July 1, 2000. FIN 44 has not had a material impact on the
Company.
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.
In 1996, 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 ("Bayer"), 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 replaced the distribution agreements,
including the Dade agreement, which existed prior to such date.
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 pharmaceutical companies to monitor the effects of
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.
On June 15, 1999, the Company sold substantially all of the operating assets and
liabilities of its Coeur Laboratories, Inc. subsidiary. All prior period
financial information has been restated to present the results of operations of
Coeur as a discontinued segment.
8
<PAGE>
RESULTS OF OPERATIONS
THREE MONTHS ENDED JUNE 30, 2000 VS JUNE 30, 1999
Net sales for the quarter ended June 30, 2000 were $1,377,000 compared to
$1,126,000 in the same period in 1999. Revenues increased due to higher
quantities of test cards and controls sold to Bayer during the second quarter of
2000.
Cost of goods sold for the quarter ended June 30, 2000 was $973,000 compared to
$900,000 in the same period in 1999, principally due to the increase in volume
of test cards and controls. The resulting gross profit for the 2000 period was
higher than the second quarter of 1999 mainly due to the increased sales volume
of test cards and controls.
Total operating expenses for the quarter ended June 30, 2000 were $2,062,000
compared to $1,554,000 in the second quarter of 1999. General and administrative
expenses were higher in the second quarter of 2000 compared to the same period
in 1999 due to increased personnel costs. Sales and marketing expenses increased
from 1999 primarily due to marketing surveys performed during the second quarter
of 2000. Research and development expenses increased due to budgeted increases
in payroll costs and devotion of more personnel to research and development
during the second quarter of 2000.
Other income (expense) for the quarter ended June 30, 2000, which is composed of
interest income, interest expense, royalty income and development income, was a
net income of $388,000 compared to a net expense of $27,000 in the second
quarter ended June 30, 1999. Interest income increased significantly due to
higher cash and investment balances during the quarter as a result of the Series
A preferred stock offering that occurred in February 2000. In addition, income
was recognized during the second quarter of 2000 related to the collaborative
development agreement signed with Bayer. In accordance with Securities and
Exchange Staff Accounting Bulletin No. 101, the Company is recognizing the
income from the Bayer agreement over the period of collaborative activity.
SIX MONTHS ENDED JUNE 30, 2000 VS JUNE 30, 1999
Net sales for the six months ended June 30, 2000 were $2,866,000, an increase of
34% compared to the same period in 1999. The increase was due to increases in
the sales volume of CVDI's entire product menu in 2000 compared to 1999 relating
to the distribution agreement signed with Bayer.
Cost of goods sold for the six months ended June 30, 2000 was $1,891,000
compared to $1,593,000 for the same period in 1999, primarily due to the
increased sales volume. The gross profit percentage increased compared to the
prior year primarily due to the increases in the sales volume of all CVDI
products during 2000.
Total operating expenses for the six months ended June 30, 2000 were $3,785,000
compared to $3,065,000 for the same period in 1999. This increase is primarily
the result of budgeted payroll increases, increased facility and maintenance
costs, increased marketing costs and more personnel devoted to research and
development during 2000.
Other income (expense) for the six months ended June 30, 2000 increased by
$549,000 over the prior year due to increased interest income recognized as the
result of higher cash and investment balances resulting from the issuance of
Series A convertible preferred stock in February 2000 and development income
recognized related to the collaboration agreement with Bayer.
LIQUIDITY AND CAPITAL RESOURCES
In February 2000, the Company completed a private placement of 120,000 shares of
Series A convertible preferred stock, resulting in net proceeds of approximately
$11,229,000, together with five-year warrants to acquire 240,000 shares of
common stock at $10 per share. The preferred stock has a dividend of 6% payable
quarterly in cash or in shares of common stock at the option of the Company. The
Company plans to use the proceeds to fund its operations and to fund continued
development of new specialty test cards.
At June 30, 2000, the Company had cash and cash equivalents and investments of
$14.2 million and working capital of $14.8 million, as compared to $5.2 million
and $6.5 million, respectively, at December 31, 1999. During the six months
ended June 30, 2000, the Company used cash in operating activities of
$1,338,000. The use of cash was primarily due to funding the net operating loss
of the Company. The Company's Series A preferred stock offering accounted for
the majority of the net cash provided by financing activities during the six
months ended June 30, 2000, and this cash was mainly used to purchase cash
equivalents and short-term investments.
The Company has signed a new lease agreement with respect to its executive
offices and manufacturing facility. The Company plans to move into this new
facility in stages during early 2001.
The Company expects to incur additional operating losses during the remainder of
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
9
<PAGE>
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 that from its distribution agreement with Bayer
Diagnostics, will be adequate to satisfy its planned capital requirements
through 2000. The Company plans to consider external sources of financing as
needed. In addition to debt financing such as a working capital line of credit,
the Company may consider equity financing such as another private placement, a
follow-on public offering of common stock or additional equity infusions from
collaborative partners.
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.
PART II. OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders
The Annual Meeting of Shareholders of the Company was held on May 9, 2000. 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:
<TABLE>
<CAPTION>
Nominee Votes For Votes Withheld Votes Abstained
------- --------- -------------- ---------------
<S> <C> <C> <C>
John P. Funkhouser 6,663,998 268,298 0
William A. Hawkins 6,663,998 268,298 0
John K. Pirotte 6,663,998 268,298 0
Stephen R. Puckett 6,663,998 268,298 0
Philip R. Tracy 6,663,998 268,298 0
Frances L. Tuttle 6,663,998 268,298 0
</TABLE>
(b) The shareholders approved an amendment to the Company's Articles of
Incorporation to increase the total number of authorized shares of common
stock from 10,000,000 to 40,000,000 with 6,502,527 shares voting for,
423,994 shares voting against and 5,775 shares abstaining.
(c) The shareholders approved the reservation of an additional 350,000 shares
for issuance to employees, consultants and directors under the Company's
1995 Stock Plan with 6,800,343 shares voting for, 115,023 shares voting
against and 16,930 shares abstaining.
(d) The shareholders ratified the appointment of PricewaterhouseCoopers LLP as
the independent auditors of the Company for the year ending December 31,
2000 with 6,908,944 shares voting for, 21,327 shares voting against and
2,025 shares abstaining.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
27.1 Financial Data Schedule
(b) Reports on Form 8-k
None
10
<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 10, 2000 By: /s/ James McGowan
------------------------------
James McGowan
Chief Financial Officer
(Principal Financial Officer)
By: /s/ Paul Storey
------------------------------
Paul Storey
Director of Finance
(Principal Accounting Officer)
11
<PAGE>
INDEX TO EXHIBITS
Exhibit Description
27.1 Financial Data Schedule
12
