<PAGE>1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark one)
[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 1997
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Commission file number 0-11580.
PHARMAKINETICS LABORATORIES, INC.
(Exact name of registrant as specified in its charter)
Maryland 52-1067519
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
302 West Fayette Street
Baltimore, Maryland 21201
(Address of principal executive offices)
(Zip Code)
(410) 385-4500
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes __X__ No_____
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS:
Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by Sections 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a
plan confirmed by a court. Yes __X__ No_____
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practicable date. 12,195,891 common
shares were outstanding as of May 8, 1997.
<PAGE>2
PHARMAKINETICS LABORATORIES, INC.
FORM 10-Q
INDEX
Page No.
PART 1. FINANCIAL INFORMATION
Item 1. Financial Statements
Statements of Operations for the three and nine
months ended March 31, 1997 and 1996 (unaudited) 3
Balance Sheets at March 31, 1997 (unaudited) and
June 30, 1996 4
Statements of Cash Flows for the nine months ended
March 31, 1997 and 1996 (unaudited) 5
Notes to Financial Statements (unaudited) 6
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 7
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K 10
Signatures 11
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<PAGE>3
PART I. Financial Information
Item 1. Financial Statements
<TABLE>
PHARMAKINETICS LABORATORIES, INC.
STATEMENTS OF OPERATIONS
(Unaudited)
<CAPTION>
Three Months Ended Nine Months Ended
March 31, March 31,
1997 1996 1997 1996
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
Revenues $ 2,347,072 $ 2,927,814 $ 7,039,333 $ 7,755,912
Cost of contracts 1,780,126 2,015,301 5,190,987 5,206,879
----------- ----------- ----------- -----------
Gross profit 566,946 912,513 1,848,346 2,549,033
General and
administrative expenses 487,489 609,529 1,551,668 1,694,845
Research and
development expenses 106,667 115,487 321,307 311,766
----------- ----------- ----------- -----------
Earnings (loss)
from operations (27,210) 187,497 (24,629) 542,422
Interest expense (43,921) (49,524) (141,272) (170,583)
Interest income 7,637 9,661 24,130 31,130
Gain (loss) on disposal
of equipment - - - (2,172)
----------- ----------- ----------- -----------
Earnings (loss) before
income taxes (63,494) 147,634 (141,771) 400,797
Income taxes - - - -
----------- ----------- ----------- -----------
Net earnings (loss) $ (63,494) $ 147,634 $ (141,771) $ 400,797
=========== =========== =========== ===========
Net earnings (loss)
per share $ (0.01) $ 0.01 $ (0.01) $ 0.03
=========== =========== =========== ===========
Weighted average
shares outstanding 12,195,891 12,286,407 12,195,891 12,307,943
=========== =========== =========== ===========
- ---------------------------------------------------------------------------
See notes to financial statements.
</TABLE>
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<PAGE>4
<TABLE>
PHARMAKINETICS LABORATORIES, INC.
BALANCE SHEETS
<CAPTION>
March 31, June 30,
1997 1996
------------ ------------
<S> <C> <C>
ASSETS (unaudited)
Current Assets:
Cash and equivalents $ 1,075,517 $ 955,526
Restricted cash and equivalents - 34,875
Accounts receivable 741,748 1,248,293
Contracts in process 548,549 336,930
Prepaid expenses 167,969 126,203
------------ ------------
Total Current Assets 2,533,783 2,701,827
Property, plant and equipment, net 3,737,491 3,862,710
Other assets 63,340 58,422
------------ ------------
Total Assets $ 6,334,614 $ 6,622,959
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts payable and accrued expenses $ 795,534 $ 1,213,403
Deposits on contracts in process 1,338,531 933,310
Current portion of long-term debt 152,450 143,616
------------ ------------
Total Current Liabilities 2,286,515 2,290,329
Other liabilities 47,519 76,459
Long-term debt 1,594,597 1,708,417
------------ ------------
Total Liabilities 3,928,631 4,075,205
------------ ------------
Commitments and Contingent Liabilities
Stockholders' Equity:
Preferred stock, no par value; 1,500,000
shares authorized and unissued - -
Common stock, $.001 par value; authorized,
25,000,000 shares; issued and
outstanding, 12,195,891 shares 12,196 12,196
Additional paid-in capital 12,013,701 12,013,701
Accumulated deficit (9,619,914) (9,478,143)
------------ ------------
Total Stockholders' Equity 2,405,983 2,547,754
------------ ------------
Total Liabilities and Stockholders' Equity $ 6,334,614 $ 6,622,959
============ ============
- -------------------------------------------------------------------------
See notes to financial statements.
</TABLE>
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<PAGE>5
<TABLE>
PHARMAKINETICS LABORATORIES, INC.
STATEMENTS OF CASH FLOWS
(Unaudited)
<CAPTION>
Nine Months Ended
March 31,
1997 1996
----------- -----------
<S> <C> <C>
Cash flows from operating activities:
Net earnings $ (141,771) $ 400,797
Adjustments to reconcile net earnings
to net cash from operating activities:
Depreciation and amortization 340,818 303,313
Loss on sale of equipment - 2,172
Changes in operating assets and liabilities:
Accounts receivable 506,545 (175,048)
Contracts in process (211,619) 28,301
Prepaid expenses and other assets (46,684) (89,706)
Accounts payable and accrued expenses (246,961) (463,912)
Deposits on contracts in process 405,221 265,220
Other liabilities (28,940) (15,873)
----------- -----------
Net cash provided by operating activities 576,609 255,264
----------- -----------
Cash flows from investing activities:
Payments for purchase of property and equipment (161,759) (147,875)
Proceeds from sale of equipment - 86,400
----------- -----------
Net cash used by investing activities (161,759) (61,475)
----------- -----------
Cash flows from financing activities:
Payment for capital lease obligations (224,748) (103,101)
Payment on long-term debt (104,986) (171,367)
----------- -----------
Net cash used by financing activities (329,734) (274,468)
----------- -----------
Increase (decrease) in cash and equivalents 85,116 (80,679)
Cash and equivalents, beginning of period 990,401 1,083,818
----------- -----------
Cash and equivalents, end of period $ 1,075,517 $ 1,003,139
=========== ===========
Non-Cash Transactions:
Fixed assets acquired through capital leases $ 53,840 $ 347,167
Supplemental Cash Flow Information:
Cash paid for interest $ 136,837 $ 305,424
- --------------------------------------------------------------------------
See notes to financial statements.
</TABLE>
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<PAGE>6
PHARMAKINETICS LABORATORIES, INC.
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
Basis of Presentation
The statements of operations for the three and nine months ended
March 31, 1997 and 1996, the balance sheet as of March 31, 1997, and the
statements of cash flows for the nine months ended March 31, 1997 and 1996,
have been prepared by the Company without audit. In the opinion of
management, all adjustments necessary to present fairly the financial
position, results of operations and cash flows at March 31, 1997, and for
all periods presented, have been made. The balance sheet at June 30, 1996
has been derived from the audited financial statements as of that date.
Certain information and footnote disclosures normally included in
financial statements prepared in accordance with generally accepted
accounting principles have been condensed or omitted. It is suggested that
these financial statements be read in conjunction with the financial
statements and notes thereto included in the Company's fiscal 1996 Form
10-K.
The Company operates principally in one industry segment, the testing
and related research of pharmaceutical products. Revenues include contract
revenue and revenue from license fees under special agreements whereby the
Company receives license fees based upon the clients' actual product sales.
Accounting Estimates
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the
financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual amounts could differ from these
estimates.
New Accounting Standards
In February 1997, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards No. 128 regarding earnings per
share. This requires the Company to present basic and diluted earnings per
share in the financial statements. The Company must adopt the requirements
of this Standard in the financial statements for the year ending June 30,
1998. Adoption of this Standard is not expected to have a material impact
on the Company's financial results.
Stock Option Plan
Subsequent to the Annual Meeting of Stockholders on November 25, 1996,
the Board of Directors elected to discontinue cash compensation for its
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<PAGE>7
non-employee directors and to adopt a Non-Employee Directors Stock Option
Plan effective November 25, 1996. Each non-employee director shall be
granted options to purchase 120,000 shares of the Company's Common Stock,
at the fair market value of the Stock on the effective date of the grant,
which shall vest in equal installments over four years. The first year's
grant will be pro-rated for directors joining the Board after the effective
date. The first installment shall vest on the effective date of the grant.
Thereafter, on the date of each of the next three annual meetings of
stockholders at which elections to the Board are conducted, an installment
of 30,000 shares shall vest for each serving director who is reelected to
the Board. The Plan shall be administered by the Board or the Compensation
Committee established by the Board and provides that the number of shares
of Stock that may be issued pursuant to Options granted under the Plan
shall not exceed in the aggregate 600,000 shares. This Plan will be
submitted to stockholders for ratification at the next Annual Meeting of
Stockholders.
Commitments and Contingent Liabilities
On January 24, 1997, the Company was notified that it may have
incurred liability or may incur liability under Section 107(a) of the
Comprehensive Environmental Response, Compensation and Liability Act, as
amended (CERCLA), 42 U.S.C. Section 9607(a), in connection with the RAMP
Industries Site in Denver, Colorado. The Environmental Protection Agency
(the "EPA") has identified approximately 800 entities that shipped wastes
to the site and is conducting an investigation of the source, extent and
nature of the release or threatened release of hazardous substances,
pollutants or contaminants, or hazardous wastes, on or about the RAMP
Industries Site. It is believed that the Company may have disposed of 15
cubic feet, or two drums, of waste at this site. The Company cannot make
any judgement regarding the disposition of this case at this time. To date
no monetary claim or assessment has been made in connection with this
matter.
On October 1, 1996, the Company commenced a thirty-six month operating
lease for the purchase of a LC/MS/MS instrument, with an original cost of
$358,000, for utilization in its laboratory. The monthly lease payments
are approximately $10,200. At the end of the lease term the Company has
the option to retain or return the instrument.
PART I.
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
Results of Operations
The Company's revenues of $2,347,072 for the three month period ended
March 31, 1997 decreased 19.8% from $2,927,814 for the same period in the
prior year, while revenue of $7,039,333 for the nine month period ended
March 31, 1997, decreased 9.2% from $7,755,912 for the same period of the
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<PAGE>8
prior year. Included in the Company's revenue is license fee income of
$190,995 and $563,907, for the three and nine month periods ended March 31,
1997, compared to $111,036 and $357,946, respectively, for the same periods
of the prior year. License fee income, based on clients' sales of approved
drugs, will continue through the expiration of the license fee agreements,
the first of which will expire during fiscal 1998, the second of which will
expire in fiscal 2000 and the third of which will expire in fiscal 2005.
The Company began receiving license fee income under its third arrangement
in November 1996 from the sale of Sucralfate Tablets. License fee income
from sales of this third product accounted for the increase in license fee
income in the periods presented, notwithstanding a decline in license fee
income from the other two license fee arrangements. The Company believes
it is unlikely that its clients will wish to utilize license fee
arrangements in the future as compensation for work performed. As a result
of this trend, contract revenues, rather than licensing income, will
continue to be the primary source of revenues.
The decrease in the Company's revenues for the three month period
ended March 31, 1997, compared to the same period in 1996, resulted from an
industry-wide downturn and continued consolidation of generic drug industry
clients. The Company's marketing efforts to broaden its client base
beyond the generic sector has met with initial success. Studies have been
initiated in the current fiscal year for large innovator pharmaceutical
firms and biotechnology companies.
The Company's gross profit decreased 37.9% and 27.5% for the three
and nine month periods ended March 31, 1997, to $566,946 and $1,848,346,
respectively, compared to the same periods of the prior year. Gross profit
as a percentage of revenue decreased to 24.2% and 26.3% for the three and
nine month periods ended March 31, 1997, respectively, compared to 31.2%
and 32.9% for the same periods of the prior year. The decrease in gross
margin for the current periods is indicative of the fact that fixed costs,
related to employee salaries and other operating expenses, remained at
similar levels as revenues decreased. Measures to bring costs and staffing
levels in line with current levels of business were implemented in January
1997.
General and administrative expenses of $487,489 for the three month
period ended March 31, 1997, decreased 20.0%, compared to $609,529 for the
same period of the prior year. General and administrative expenses for the
nine month period ended March 31, 1997, decreased 8.4% from $1,694,845 for
the same period in the prior year. The Company effected certain staff
reductions for administrative personnel in September 1995. The fact that
these positions have not been filled has contributed to the decrease in
general and administrative expenses for the nine month period, offset by
increased compensation and increased operating costs.
Research and development expenses of $106,667 for the three month
period ended March 31, 1997, decreased 7.6%, compared to $115,487 for the
same period of the prior year due to temporary staffing changes in the
Company's research and development group. Research and development
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<PAGE>9
expenses for the nine month period ended March 31, 1997, increased 3.1%
from $311,766 for the same period in the prior year. In August 1996, the
Company acquired a LC/MS/MS instrument for its laboratory and has
invested in research and development to bring the instrument on-line and to
develop methods for utilization in future studies. The Company believes
that these investments will result in the generation of new business and an
improvement in its competitive position.
No provision for income taxes has been recorded. The Company has
available unused operating loss and business tax credit carryforwards.
Liquidity and Capital Resources
The Company's primary source of funds continues to be funds generated
from operations. The increase in the cash balances of the Company of
$85,116 for the nine month period ended March 31, 1997, is attributable to
the generation of funds from operations, offset by payments on long-term
debt and lease obligations and funds used to acquire equipment. The
Company's term note payable to the bank has certain financial ratio and
cash flow covenants with which the Company is currently in compliance. At
March 31, 1997, the Company had available $1,075,517 in current operating
cash to meet the needs of its business. The Company also has available a
$500,000 line of credit through its primary secured lender, which was
unused as of March 31, 1997. The Company renewed its line of credit with
its primary lender in November 1996 for a period through November 1997.
At March 31, 1997, the Company reported an increase in its contracts
in process account which represents costs incurred for studies for which
revenues have not been recognized and which are currently underway.
Deposits on contracts in process have also increased indicating an increase
in prepayments on contracted studies. Changes in these account balances
affect the Company's operating cash flow.
Cautionary Statement
In addition to the historical information contained herein, the
discussion in this report contains certain forward-looking statements that
involve risks and uncertainties, such as statements of the Company's plans,
objectives, expectations and intentions. The cautionary statements made in
this report should be read as being applicable to all related forward-
looking statements wherever they appear in this report. The Company's
actual results could differ materially from those discussed herein.
Factors that could cause or contribute to such differences include, but are
not limited to, general economic conditions, conditions affecting the
pharmaceutical industry and the generic drug industry in particular, and
consolidation resulting in increased competition within the Company's
market.
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<PAGE>10
PART II. Other Information
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits:
Exhibit 11: Computation of Earnings per Share
(b) Reports on Form 8-K
No reports on Form 8-K were filed during the quarter
ended March 31, 1997.
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<PAGE>11
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.
PHARMAKINETICS LABORATORIES, INC.
Registrant
May 12, 1997 /s/James K. Leslie
- ------------ -------------------
Date James K. Leslie
Chief Executive Officer
and President
May 12, 1997 /s/Taryn L. Kunkel
- ------------ -------------------
Date Taryn L. Kunkel
Vice-President and
Chief Financial Officer
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<TABLE>
EXHIBIT 11
STATEMENT RE: COMPUTATION OF EARNINGS PER SHARE
<CAPTION>
For the Three Months Ended March 31,
1997 1996
---------------------- ----------------------
Fully Fully
Primary Diluted Primary Diluted
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
Weighted Average
Shares Outstanding:
Common Stock 12,195,891 12,195,891 12,195,891 12,195,891
Shares Available
Under Options (1) - - 90,516 90,516
---------- ---------- ---------- ----------
Weighted Average Common
and Common Equivalent
Shares Outstanding 12,195,891 12,195,891 12,286,407 12,286,407
========== ========== ========== ==========
Net Income (Loss) ($63,494) ($63,494) $147,634 $147,634
========== ========== ========== ==========
Earnings (Loss) per Share ($0.01) ($0.01) $0.01 $0.01
========== ========== ========== ==========
For the Nine Months Ended March 31,
1997 1996
---------------------- ----------------------
Fully Fully
Primary Diluted Primary Diluted
---------- ---------- ---------- ----------
Weighted Average
Shares Outstanding:
Common Stock 12,195,891 12,195,891 12,195,891 12,195,891
Shares Available
Under Options (1) - - 112,052 112,052
---------- ---------- ---------- ----------
Weighted Average Common
and Common Equivalent
Shares Outstanding 12,195,891 12,195,891 12,307,943 12,307,943
========== ========== ========== ==========
Net Income (Loss) ($141,771) ($141,771) $400,797 $400,797
========== ========== ========== ==========
Earnings (Loss) per Share ($0.01) ($0.01) $0.03 $0.03
========== ========== ========== ==========
(1) Outstanding stock options granted under the Company's stock option
plans and other grants outside of the Company's plans are considered
common stock equivalents for the purpose of earnings per share data;
however, they are excluded from the 1996 computations because the
effect of their inclusion would be anti-dilutive.
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from
SEC Form 10Q and is qualified in its entirety by reference to such
financial statements.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> JUN-30-1997
<PERIOD-END> MAR-31-1997
<CASH> 1,075,517
<SECURITIES> 0
<RECEIVABLES> 741,748
<ALLOWANCES> 0
<INVENTORY> 548,549
<CURRENT-ASSETS> 2,533,783
<PP&E> 5,507,595
<DEPRECIATION> 1,770,104
<TOTAL-ASSETS> 6,334,614
<CURRENT-LIABILITIES> 2,286,515
<BONDS> 0
<COMMON> 12,196
0
0
<OTHER-SE> 2,393,787
<TOTAL-LIABILITY-AND-EQUITY> 6,334,614
<SALES> 7,039,333
<TOTAL-REVENUES> 7,063,463
<CGS> 5,190,987
<TOTAL-COSTS> 7,063,962
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 141,272
<INCOME-PRETAX> (141,771)
<INCOME-TAX> 0
<INCOME-CONTINUING> (141,771)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (141,771)
<EPS-PRIMARY> (.01)
<EPS-DILUTED> (.01)
</TABLE>
