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 March 31, 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 May 11, 2000
Common Stock, par value $.001 7,524,334
<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 March 31, 2000
(unaudited) and December 31, 1999 3
Consolidated Statements of Operations for
the Three Months ended March 31, 2000 and 1999
(unaudited) 4
Consolidated Statements of Cash Flows for the Three Months
ended March 31, 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 2. Changes in Securities 10
Item 6. Exhibits and Reports on Form 8-K 10
SIGNATURES 11
INDEX TO EXHIBITS 12
</TABLE>
2
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PHARMANETICS, INC.
CONSOLIDATED BALANCE SHEETS
(In thousands, except share data)
<TABLE>
<CAPTION>
MARCH 31, DECEMBER 31,
2000 1999
---- ----
(UNAUDITED)
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 9,263 $ 3,661
Short term investments, held-to-maturity 6,200 1,500
Accounts receivable 1,198 966
Inventories 1,450 1,329
Other current assets 209 191
-------- --------
Total current assets 18,320 7,647
Property and equipment, net 3,198 3,203
Intangible assets, net 553 569
Other assets, net 182 228
-------- --------
Total assets $ 22,253 $ 11,647
======== ========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 333 $ 210
Accrued expenses 510 172
Current portion of long term debt and capital lease obligations 816 795
-------- --------
Total current liabilities 1,659 1,177
Long term debt and capital lease obligations, less current portion 654 862
Series A convertible preferred stock, no par value; authorized 120,000
shares; 120,000 and 0 shares issued and outstanding at March 31, 2000 and
December 31, 1999, respectively (aggregate liquidation value at March 31,
2000 of $12,000,000) 10,725 --
Shareholders' equity:
Common stock, $.001 par value; authorized 10,000,000 shares;
7,524,334 and 7,480,919 issued and outstanding at March 31, 2000 and
December 31, 1999, respectively 8 7
Additional paid-in capital 41,099 40,085
Accumulated deficit (31,892) (30,484)
-------- --------
Total shareholders' equity 9,215 9,608
-------- --------
Total liabilities and shareholders' equity $ 22,253 $ 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
MARCH 31, MARCH 31,
2000 1999
---- ----
<S> <C> <C>
Net sales $ 1,489 $ 1,011
Cost of goods sold 908 694
----------- -----------
Gross profit 581 317
----------- -----------
Operating expenses:
General and administrative 739 640
Sales and marketing 219 195
Research and development 775 676
----------- -----------
Total operating expenses 1,733 1,511
----------- -----------
Loss from operations (1,152) (1,194)
----------- -----------
Other income(expense):
Interest expense (61) (88)
Interest income 111 68
Grant/royalty income - 7
Development income 71 -
----------- -----------
Total other income (expense) 121 (13)
----------- -----------
Loss from continuing operations (1,031) (1,207)
Income from operations of discontinued segment - 175
----------- -----------
Net and comprehensive loss (1,031) (1,032)
Dividends on preferred stock 71 -
Amortization of beneficial conversion feature of
Series A convertible preferred stock 377 -
----------- -----------
Net loss applicable to common shareholders ($ 1,479) ($ 1,032)
=========== ===========
Basic and diluted net loss per common share ($ 0.20) ($ 0.14)
=========== ===========
Average weighted shares outstanding 7,502,756 7,453,580
=========== ===========
</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>
Three Months Ended
March 31, March 31,
2000 1999
---- ----
<S> <C> <C>
Cash flows from operating activities:
Net loss applicable to common shareholders ($ 1,031) ($ 1,032)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation 238 218
Amortization of intangible and other assets 24 82
Amortization of discount on investments (19) (39)
Provision for inventory obsolescence - 20
Change in assets and liabilities:
Accounts receivable (232) 73
Inventories (120) 55
Other assets 22 (161)
Accounts payable and accrued expenses 461 (26)
-------- --------
Net cash used in operating activities (657) (810)
-------- --------
Cash flows from investing activities:
Payments for purchase of property and equipment (233) (52)
Costs incurred to obtain patents and intangibles (4) (19)
Purchases of investments (6,180) -
Proceeds from maturities of investments 1,500 1,500
-------- --------
Net cash (used in) provided by investing activities (4,917) 1,429
Cash flows from financing activities:
Principal payments on long-term debt and capital lease
obligations (187) (211)
Proceeds from common stock options exercised 26 1
Proceeds from Series A preferred stock offering, net
of offering costs 11,337 -
-------- --------
Net cash provided by (used in) financing activities 11,176 (210)
-------- --------
Net increase in cash and cash equivalents 5,602 409
Cash and cash equivalents at beginning of period 3,661 3,998
-------- --------
Cash and cash equivalents at end of period $ 9,263 $ 4,407
======== ========
</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:
March 31, 2000 December 31, 1999
-------------- -----------------
Raw materials $1,208,000 $1,101,000
Finished goods 242,000 228,000
---------- ----------
$1,450,000 $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
March 31, 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 $11,300,000, together with five-year warrants to acquire 240,000
shares of common stock at $10 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.
Each share of the Series A is convertible into ten shares of common stock at $10
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,
(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 will be recorded as a preferred stock dividend that will be
amortized over the three month period until conversion is possible. The
amortization of this discount through March 31, 2000 totaled $377,000.
Note 9. Development Income
During the quarter ended March 31, 2000, the Company entered into a
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 March 31, 2000, the Company recognized
$71,000 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, Inc. 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 ("LF"), Coeur
Laboratories, Inc. and others. The Medrad complaint asserts several claims,
including federal trademark dilution and patent misappropriation and
infringement. Although Polyten has not yet been named in the lawsuit, it has
asserted the right to indemnification from the Company in the event it sustains
any losses from this litigation based on the grounds that Polyten did not assume
liability for the alleged infringement in connection with its purchase of the
Coeur assets. Although the Company cannot guarantee its success on the merits of
this matter, the Company believes the Medrad claims are unsubstantiated and
intends to defend, and/or assist in the defense of the claims vigorously.
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.
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 or will replace 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.
RESULTS OF OPERATIONS
THREE MONTHS ENDED MARCH 31, 2000 VS MARCH 31, 1999
Net sales for the quarter ended March 31, 2000 were $1,489,000 compared to
$1,011,000 in the same period in 1999. Revenues increased due to the sale of
more analyzers to Bayer and due to higher average sale prices for specialty
cards sold into clinical trials.
Cost of goods sold for the quarter ended March 31, 2000 was $908,000 compared to
$694,000 in the comparable period in 1999. The resulting gross profit for the
2000 period was slightly improved from the first quarter of 1999 and was mainly
due to the higher average specialty card sales prices and the increased sales
volume of analyzers.
Total operating expenses for the quarter ended March 31, 2000 were $1,733,000
compared to $1,511,000 in the first quarter of 1999. General and administrative
expenses increased due to budgeted increases in payroll costs and due to
increases in facility and maintenance costs. Research and development expenses
increased due to budgeted increases in payroll costs and also as more personnel
were devoted to research and development.
8
<PAGE>
Other income (expense) for the quarter ended March 31, 2000, which is composed
of interest income, interest expense, royalty income and development income, was
a net income of $121,000 compared to a net expense of $13,000 in the first
quarter ended March 31, 1999. Interest income increased due to higher cash and
investment balances during that quarter as a result of the Series A preferred
stock offering that occurred in February 2000. In addition, income was
recognized during the first quarter of 2000 under a development agreement signed
during the quarter with Bayer. In accordance with Securities and Exchange Staff
Accounting Bulletin No. 101, the Company is recognizing the income over the
period of collaborative activity.
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
$11,300,000, 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 March 31, 2000, the Company had cash and cash equivalents and investments of
$15.5 million and working capital of $16.7 million, as compared to $5.2 million
and $6.5 million, respectively, at December 31, 1999. During the quarter ended
March 31, 2000, the Company used cash in operating activities of $657,000. 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 quarter, and this cash
was mainly used to purchase cash equivalents and short-term investments.
The Company has been notified by its landlord that the Company's lease with
respect to its executive offices and manufacturing facilities expires in January
2001. The Company is currently negotiating with its landlord to extend the term
of the lease as well as exploring other alternatives.
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 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. To enhance liquidity, the Company plans to consider external
sources of financing as needed. In addition to debt financings such as a working
capital line of credit, the Company also may consider equity financings 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 2. Changes in Securities
(a) No modifications
(b) No limitations or qualifications
9
<PAGE>
(c) During the quarter ended March 31, 2000, the Company issued the
following unregistered securities:
1. On February 28, 2000, the Company issued and sold 120,000 shares
of Series A convertible preferred stock at $100 per share, together
with warrants to purchase 240,000 shares of common stock at $10 per
share to selected institutional and accredited investors. Each share of
Series A preferred stock is convertible into ten shares of common
stock. The sale of the securities was deemed to be exempt from
registration under the Securities Act of 1933 (the "Act") in reliance
upon Section 4(2) of the Act and Regulation D thereunder as
transactions by an issuer not involving a public offering. The
purchasers of the securities represented their intentions to acquire
such securities for investment only and not with a view to or for sale
in connection with any distribution thereof and appropriate legends
were affixed to the securities. All purchasers had adequate access to
information about the Company.
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 February 28, 2000 disclosing the
offering of 120,000 shares of Series A convertible preferred stock together with
warrants to purchase 240,000 shares of common stock at $10 per share .
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: May 15, 2000 By: /s/ Paul Storey
-------------------
Paul Storey
Treasurer
(Principal Financial and Accounting Officer)
11
<PAGE>
INDEX TO EXHIBITS
Exhibit Description
- ------- -----------
27.1 Financial Data Schedule
12
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-2000
<PERIOD-START> JAN-01-2000
<PERIOD-END> MAR-31-2000
<CASH> 9,263
<SECURITIES> 6,200
<RECEIVABLES> 1,228
<ALLOWANCES> (30)
<INVENTORY> 1,450
<CURRENT-ASSETS> 18,320
<PP&E> 7,198
<DEPRECIATION> (4,000)
<TOTAL-ASSETS> 22,253
<CURRENT-LIABILITIES> 1,659
<BONDS> 0
0
11,274
<COMMON> 8
<OTHER-SE> 8,658
<TOTAL-LIABILITY-AND-EQUITY> 22,253
<SALES> 1,489
<TOTAL-REVENUES> 1,489
<CGS> (908)
<TOTAL-COSTS> (908)
<OTHER-EXPENSES> (1,733)
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> (61)
<INCOME-PRETAX> (1,031)
<INCOME-TAX> 0
<INCOME-CONTINUING> (1,031)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> (448)
<NET-INCOME> (1,479)
<EPS-BASIC> (0.20)
<EPS-DILUTED> (0.20)
</TABLE>
