HUNTINGDON LIFE SCIENCES GROUP PLC
10-Q, 2000-05-12
ENGINEERING SERVICES
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               HUNTINGDON LIFE SCIENCES GROUP PLC AND SUBSIDIARIES

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                            ------------------------

                                    FORM 10-Q

                   (X) QUARTERLY REPORT PURSUANT TO SECTION 13
                OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
                      FOR THE QUARTER ENDED MARCH 31, 2000

                                       OR

            ( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
              THE SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
                         COMMISSION FILE NUMBER 1-10173


                            ------------------------


                       HUNTINGDON LIFE SCIENCES GROUP plc
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
                                ENGLAND AND WALES
                 (JURISDICTION OF INCORPORATION OR ORGANIZATION)
     WOOLLEY ROAD, ALCONBURY, HUNTINGDON, PE28 4HS, CAMBRIDGESHIRE, ENGLAND
                    (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)


Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or Section  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 report),  and (2) has been subject to such
filing requirements for the past 90 days.

                        Yes X                   No __

- -------------------------------------------------------------------------------


At March 31, 2000, 291,010,094 Ordinary Shares of 5 pence each were outstanding.


<PAGE>

TABLE OF CONTENTS
- -------------------------------------------------------------------------------


 PART I    FINANCIAL INFORMATION                                   Page

           Item 1  Financial Statements (Unaudited)                  3

                   Condensed Consolidated Balance Sheets at
                   March 31, 2000 and December 31, 1999              3

                   Condensed Consolidated Statements of Income
                   for the three months ended March 31,2000
                   and March 31, 1999                                4

                   Condensed Consolidated Statement of Changes
                   in Shareholders' Equity                           4

                   Condensed Consolidated Statements of Cash
                   Flows for the three months ended March 31, 2000
                   and March 31, 1999                                5

                   Notes to Condensed Consolidated Financial         6


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

           Item 3  Quantitative and Qualitative Disclosures
                   about Market Risk                                12

 PART II   OTHER INFORMATION

           Item 1  Legal Proceedings                                13
           Item 2  Changes in Securities                            13
           Item 3  Defaults upon Senior Securities                  13
           Item 4  Submission of Matters to a Vote of Security
                   Holders                                          13
           Item 5  Other Information                                13
           Item 6  Exhibits and reports on Forms 6-K and 8-K        13


<PAGE>


PART I

FINANCIAL INFORMATION

ITEM 1      FINANCIAL STATEMENTS

CONDENSED CONSOLIDATED BALANCE SHEETS


                                               March 31,       December 31,
                                                 2000            1999
                                             (pound)'000     (pound)'000
ASSETS                                       (Unaudited)
Current Assets:
Cash and cash equivalents                          3,575           5,258
Account receivable net of allowance for
(pound)34,000 (1999:(pound)115,000)
Unbilled receivables                               6,053           5,689
Inventories                                          839             803
Prepaid expenses and other                         1,388           1,233
Deferred income taxes                                727             825
                                            -------------  --------------
Total current assets                              21,562          23,403
                                            -------------  --------------

Property and equipment: net                       68,283          68,969
                                            -------------  --------------

Investments                                          150              79
Unamortised costs of raising long term debt          665             692
Deferred income taxes                              5,679           5,492
                                            -------------  --------------
Total Assets                                      96,339          98,635
                                            -------------  --------------
                                            -------------  --------------

LIABILITIES AND SHAREHOLDERS' EQUITY

Current Liabilities:
Accounts payable                                   4,543           3,982
Accrued payroll and other benefits                   839             760
Accrued expenses and other liabilities             3,341           4,593
Fees invoiced in advance                           8,858           9,317
Short term debt                                   22,586          22,656
                                            -------------  --------------
Total current liabilities                         40,167          41,308
                                            -------------  --------------
Long term debt                                    31,342          31,023
                                            -------------  --------------
Other long term liabilities                        2,541           2,977
                                            -------------  --------------
Deferred income taxes                             14,064          14,111
                                            -------------  --------------
Shareholders' Equity: 5p Ordinary Shares
Authorised-at March 31, 2000  400,000,000
(1999, 400,000,000)
Issued and outstanding-at March 31, 2000
291,010,294 (1999, 291,010,294)
Paid in capital                                   25,100          25,100
Retained earnings                               (31,425)        (30,434)
                                            -------------  --------------
Total shareholders' equity                         8,225           9,216
                                            -------------  --------------
Total liabilities and shareholders' equity        96,339          98,635
                                            -------------  --------------

<PAGE>

               HUNTINGDON LIFE SCIENCES GROUP PLC AND SUBSIDIARIES
                   CONDENSED CONSOLIDATED STATEMENTS OF INCOME
                                    Unaudited

                                            Three months ended March 31,
                                                2000                1999
                                         (pound)'000         (pound)'000
                                         (except per         (except per
                                          share data)         share data)

Revenues                                      15,463              13,383
Cost of sales                               (13,009)            (12,669)
                                   ------------------   -----------------
Gross profit                                   2,454                 714
Selling and administrative                   (2,367)             (2,267)
expenses
                                   ------------------   -----------------
Operating profit/(loss)                           87             (1,553)
Interest income                                   51                 155
Interest expense                             (1,084)             (1,099)
Other (loss)/income                            (181)               (600)
                                   ------------------   -----------------
Loss before income taxes                     (1,127)             (3,097)
Income taxes                                     136               1,171
                                   ------------------   -----------------
Net loss                                       (991)             (1,926)
                                   ------------------   -----------------

Loss per share
- - basic                               (pound)(0.003)      (pound)(0.007)
- - diluted                             (pound)(0.003)      (pound)(0.007)

                                                '000                '000
Weighted average shares
- - basic                                      291,010             291,010
- - diluted                                    291,010             291,010



       CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY
                                    Unaudited

                                Ordinary    Paid in   Retained
                                  Shares    Capital   Earnings     Total
                             (pound)'000(pound)'000(pound)'000(pound)'000

Balance, December 31, 1999        14,550     25,100   (30,434)     9,216
Net loss for period                    -          -      (991)     (991)
                              -------------------------------------------
Balance, March 31, 2000           14,550     25,100   (31,425)     8,225
                              -------------------------------------------


<PAGE>

               HUNTINGDON LIFE SCIENCES GROUP PLC AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                    Unaudited

                                               March, 31       March, 31
                                                    2000            1999
                                             (pound)'000     (pound)'000

Cash flows from operating activities:
Net loss                                           (991)         (1,926)

Adjustments to reconcile net loss to net
  loss to net cash provided by operating
  activities
Depreciation and amortisation                      1,459           1,485
Amortisation of loan costs                            27              58
Deferred income taxes                              (136)         (1,171)

Changes in operating assets and liabilities:
Accounts receivable and prepaid expenses              96           (382)
Inventories                                         (36)              14
Accounts payable, accrued expenses and
  other liabilities and accrued payroll
  and other benefits
Fees invoiced in advance                           (459)           (242)
Other liabilities                                  (436)         (1,417)
                                             ------------   -------------
Net cash used by operating activities            (1,087)         (4,285)
                                             ------------   -------------

Cash flows from investing activities:
Purchase of property, plant and equipment          (720)         (1,017)
                                             ------------   -------------
Net cash used in investing activities              (720)         (1,017)
                                             ------------   -------------

Cash flows from financing activities:
Repayment of loan                                      -           (500)
Repayments of short term borrowings                    -           (747)
                                             ------------   -------------
Net cash used by financing activities                            (1,247)
                                             ------------   -------------

Effect of exchange rate changes on cash and          124             486
cash equivalents
                                             ------------   -------------
Decrease in cash and cash equivalents            (1,683)         (6,063)
Cash and cash equivalents at beginning
   of year                                         5,258          14,080
                                             ------------   -------------
Cash and cash equivalents at end of year           3,575           8,017
                                             ------------   -------------

<PAGE>


               HUNTINGDON LIFE SCIENCES GROUP PLC AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1.    BASIS OF FINANCIAL STATEMENTS

The  accompanying   unaudited  consolidated  financial  statements  reflect  all
adjustments  of a  normal  recurring  nature,  which  are,  in  the  opinion  of
management,  necessary for a fair statement of the results of operations for the
interim  periods  presented.  The  consolidated  financial  statements have been
compiled  without audit and are subject to such year-end  adjustments  as may be
considered  appropriate  and should be read in  conjunction  with the historical
consolidated   financial   statements  of  Huntingdon  Life  Sciences  plc.  and
subsidiaries  (Huntingdon)  for the years ended December 31, 1999, 1998 and 1997
included in the Annual  Report on Form 10-K for the fiscal  year ended  December
31,  1999.  Operating  results for the three months ended March 31, 2000 are not
necessarily  indicative  of the results that may be expected for the year ending
December 31, 2000.

These  financial  statements  have been prepared in accordance  with US GAAP and
under the same accounting principles as the financial statements included in the
Annual Report on Form 10-K.

Certain  reclassifications  have been made to the 1999 amounts to conform to the
2000 presentation.

2.    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Revenue recognition

Revenues represent the value of work done for clients, exclusive of VAT or sales
taxes.  Billings in advance of work  performed  are recorded as fees invoiced in
advance and included in current  liabilities,  while billings in arrears of work
performed are included in current assets as amounts recoverable on contracts.

Contracts

Profit on  contracts,  irrespective  of length,  is taken as the work is carried
out. The profit is calculated to reflect the  proportion of the work  performed,
by  recording  turnover  and  related  costs as  contract  activity  progresses.
Turnover is calculated as that  proportion of total  contract  value which costs
incurred to date bear to total expected costs for that contract.  Full provision
is made for losses on contracts when they are first foreseen.

Depreciation

The cost of depreciable assets is written off in equal monthly  instalments over
their expected useful lives as follows:

      Freehold buildings and facilities     15 - 50 years
      Plant and equipment                    5 - 15 years
      Vehicles                                    5 years
      Computer software                           5 years

Taxation

The  current  charge for  income  taxes is  calculated  in  accordance  with the
relevant tax  regulations  applicable  to each entity in the  Company.  Deferred
income taxes are  recognised  for the future tax  consequences  attributable  to
temporary  differences  between  the  financial  statement  carrying  amounts of
existing assets and liabilities  and their  respective tax basis.  The effect on
deferred tax assets and  liabilities  of a change in tax rates is  recognised in
income in the period that includes the enactment  date.  Deferred tax assets are
recognised  in full  subject to a valuation  allowance  that  reduces the amount
recognised to that which is more likely than not to be realised.

Loss per share

Loss per share is computed in accordance with FASB Statement No. 128,  "Earnings
Per Share". Basic loss per share is computed by dividing net income available to
common  stockholders by the weighted average number of shares outstanding during
the  period.  The  computation  of  diluted  loss per  share is  similar  to the
computation of basic loss per share, except that the denominator is increased to
include the number of additional  common shares that would have been outstanding
if the dilutive  potential common shares had been issued. The potential dilution
which could arise from  outstanding  share options and the  Convertible  Capital
Bonds is not disclosed as any adjustments would be anti-dilutive.

Loss per share/ADR is  calculated  using an exchange rate of $1.60 = (pound)1.00
(1999 $1.63 = (pound)1.00). Each ADR represents five Ordinary Shares.

Segment Analysis

The Company's  operating locations have been aggregated into a single reportable
segment,  as permitted  under SFAS No. 131,  "Disclosures  about  Segments of an
Enterprise  and  Related   Information",   since  they  have  similar   economic
characteristics,   products,   production  processes,  types  of  customers  and
distribution methods.

Going Concern

Bank  loans  totalling  (pound)22,586,000  are  repayable  on August  31,  2000.
Management are currently  involved in negotiations to provide adequate financing
following  the expiry of these loans.  This  financing  could be asset backed or
supported by projected cash flows.  The  negotiations  are at an early stage and
although  Management  are  confident  that  they  will be able  to  achieve  the
financing  prior to August 31,  2000 it is too early to predict  the  outcome as
there are uncertainties involved in either approach.

In the  light  of the  above  Management  have  formed  a  judgement  that it is
appropriate  to adopt the going concern  basis in preparing  the  accounts.  The
financial  statements do not include any  adjustments  that would result from an
inability to secure adequate financing.

Use of 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 results of operations during the reporting periods. Although these estimates
are based upon management's best knowledge of current events and actions, actual
results could differ from those estimates.

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

1.    OVERVIEW

Huntingdon  is a leading  Contract  Research  Organisation  offering  world-wide
pre-clinical  and  non-clinical  testing  for  biological  safety  and  efficacy
assessment  which  is  necessary  for the  development  of  pharmaceuticals  and
chemicals. Huntingdon serves the rapidly evolving requirements to perform safety
evaluations on new  pharmaceutical  compounds and chemical  compounds  contained
within the  products  that  people  use,  eat and are  otherwise  exposed to. In
addition  it tests the  effect of such  compounds  on the  environment  and also
performs work on assessing the safety and efficacy of veterinary products.

2.    RESULTS OF OPERATIONS

Three  months  ended March 31, 2000  compared  with three months ended March 31,
1999

Revenues for the three months ended March 31, 2000 were (pound)15.5  million, an
increase of 16% on revenues of  (pound)13.4  million for the three  months ended
March 31,  1999.  The impact of increases  in orders  since the  refinancing  in
September 1998 continues to feed through to revenues.

Cost of sales for the  three  months  ended  March  31,  2000  were  (pound)13.0
million,  an  increase of 4.3% on cost of sales of  (pound)12.5  million for the
three months ended March 31, 1999.  This  increase was driven by the increase in
revenues,  but was  partially  offset by a lower  charge for pension  costs this
year.  Pension  costs in the three months  ended March 31, 2000 were  (pound)0.3
million lower than in the corresponding period in 1999.

Selling and  administration  expenses rose by 4.4% to (pound)2.4 million for the
three months ended March 31, 2000 from (pound)2.3  million in the  corresponding
period in 1999, driven by the increase in revenues.

Net interest  expense for the three  months ended March 31, 2000 was  (pound)1.0
million,  a 9.4% increase on net interest expense of (pound)0.9  million for the
three  months  ended  March 31,  1999.  The  increase  in  expense  was due to a
combination of higher net debt and higher interest rates on bank borrowings.

The unrealised  loss on exchange of (pound)0.2  million arose on net liabilities
denominated  in US  dollars  (primarily  the  Convertible  Capital  Bonds of $50
million) with the weakening of sterling against the dollar. In the first quarter
of 1999  sterling also  weakened  against the dollar  resulting in a (pound)0.6m
loss on exchange.

Taxation  relief  on losses  for the  three  months  ended  March  31,  2000 was
(pound)0.1  million   representing   relief  at  12%  compared  to  38%  in  the
corresponding  period in 1999. As Huntingdon  operates in both the UK and the US
its  effective  tax rate is subject to  variation  from  period to period due to
changes in the  geographic  distribution  of its pre tax earnings and due to the
non taxation of exchange losses.

The overall net loss for the three  months  ended March 31, 2000 was  (pound)1.0
million  compared to a loss of  (pound)1.9  million for the three  months  ended
March 31,  1999.  Loss per share was 0.3 pence  down from 0.7 pence last year on
shares in issue of 291,010,294 (1999,  291,010,294).  Loss per ADR was 2.5 cents
down from 5.4 cents last year.

3.    LIQUIDITY & CAPITAL RESOURCES

During the three  months  ended March 31, 2000 funds  absorbed  were  (pound)1.7
million, which includes the impact of exchange rate movements,  reducing cash in
hand and on short term deposit from  (pound)5.3  million at December 31, 1999 to
(pound)3.6 million at March 31, 2000. The funds were utilised as follows:-

                                                        (pound)m
Operating loss excluding depreciation                     1.5
Cost reduction programme                                 (0.1)
Working capital movements                                (0.8)
Interest                                                 (1.6)
Capital expenditure                                      (0.7)
                                                        ---------
                                                         (1.7)
                                                        ---------

During 1998 poor trading results put a heavy strain on cash resources, utilising
Huntingdon's available facilities. Given the medium to long term element of many
of Huntingdon's activities and the reluctance of clients to place new work until
Huntingdon's  finances  were  stabilised,   Huntingdon  required  a  substantial
injection  of  finance to both  initially  restore  confidence  and then to fund
operations during the period until Huntingdon returned to profitability.

On September 2, 1998 a Group of new investors  subscribed  (pound)15 million for
120 million  ordinary  shares whilst  existing  shareholders  and  institutional
investors took up a further 57 million shares,  contributing (pound)7.1 million.
After  expenses of (pound)1.7  million,  the issue of shares raised  (pound)20.4
million.  On the same  date  Huntingdon's  bankers  agreed  to  confirm  and fix
Huntingdon's  facilities at  (pound)24.5  million until August 31, 2000 and this
amount was fully drawn down.

On  September 1, 1999 the sale of the Wilmslow  Research  Centre was  completed.
Part of the proceeds from this sale ((pound)1.9 million) were used to repay bank
debt and the facility was reduced accordingly.  Interest is payable in quarterly
breaks at "LIBOR" plus 1.75% per annum in respect of drawings up to  (pound)19.5
million and LIBOR plus 1% in respect of drawings over (pound)19.5  million.  The
interest  rate payable at March 31, 2000 is 8.0148% on  (pound)19.5  million and
8.2648% on (pound)3.1 million.

As this  facility is  confirmed to August 31, 2000 the bank debt is now shown in
current  liabilities.  Management  are  currently  involved in  negotiations  to
provide adequate financing following the expiry of these loans. This finance can
be asset backed or supported by projected cash flows. The negotiations are at an
early stage and  although  Management  are  confident  that they will be able to
achieve  the  financing  prior to August 31, 2000 it is too early to predict the
outcome as there are uncertainties  involved in either approach. In the light of
the above Management have formed a judgement that it is appropriate to adopt the
going concern basis in preparing the accounts.  The financial  statements do not
include any  adjustments  that would result from an inability to secure adequate
financing.

The  remainder  of  Huntingdon's  long term  finance is provided by  Convertible
Capital Bonds repayable in 2006 (the "Bonds").  Bonds totalling $50 million were
issued in 1991 and remained  outstanding  as at March 31, 2000.  The Bonds carry
interest at 7.5%,  payable at  six-monthly  breaks in March and  September.  The
conversion rate, which is based upon a fixed rate of exchange of  (pound)1.00=US
$1.6825  is 242.3  pence per  Ordinary  Share and is subject  to  adjustment  in
certain circumstances.

The  balance of the  consideration  payable  for the  purchase  of the  Wilmslow
Research Centre ((pound)3.3 million) was repaid in 1999.

4.    EXCHANGE RATE FLUCTUATIONS AND EXCHANGE CONTROLS

In the three  months to March 31,  2000  following  the  weakening  of  sterling
against the US dollar,  net  liabilities  denominated in US dollars  (mainly $50
million Bonds) have  increased in value on  consolidation  to sterling.  For the
period this does not affect the cash flow of  Huntingdon  but has  increased the
reported loss before tax, accounting largely for the unrealised loss on exchange
of (pound)0.2 million reported in these results.  This compares with an exchange
loss in the first quarter of 1999 of (pound)0.6 million.

Interest  on the Bonds is payable  half-yearly  (in March and  September)  in US
dollars and the impact of fluctuations in the exchange rate between sterling and
US dollars is offset by US dollar denominated revenues receivable by Huntingdon.
Although  reported results have been affected by conversion into sterling of the
Bonds on consolidation and there may be an impact in the future, Management have
decided not to hedge  against  this  exposure.  Such a hedge  might  impact upon
Huntingdon's  cash flow compared with movements on the Bonds which do not affect
cash flow in the medium  term.  Huntingdon's  current  treasury  policy does not
include any hedging or derivative activity.

Huntingdon  operates on a world-wide basis and generally invoices its clients in
the  currency  of the  country  in which it  operates.  Thus,  for the most part
exposure to exchange rate  fluctuations  is limited as sales are  denominated in
the same currency as costs. Trading exposures to currency  fluctuations do occur
as a result of certain  sales  contracts,  performed  in the UK for US  clients,
which are  denominated in US dollars and contribute  approximately  14% of total
revenues. Huntingdon has not experienced difficulty in transferring funds to and
receiving funds remitted from those  countries  outside the US or UK in which it
operates and Management expects this situation to continue.

Whilst  the UK has  not at  this  time  entered  the  European  Monetary  Union,
Huntingdon  has  ascertained  that its financial  systems are capable of dealing
with Euro  denominated  transactions.  In  addition  these  systems  ensure that
Huntingdon, if ever required to do so, will be able to report in Euro's.

5.    INTEREST RATES

The  Company's  exposure to market risk for  changes in interest  rates  relates
primarily  to the  Company's  debt  obligations.  The  Company  has a cash  flow
exposure on its bank loans due to its variable  LIBOR  pricing.  In the 3 months
ended March 31, 2000 a 1% change in LIBOR would have  resulted in a  fluctuation
in interest expense of approximately (pound)60,000.

6.    COMPETITION

Competition in both the  pharmaceutical and  non-pharmaceutical  market segments
ranges from in-house research and development divisions of large pharmaceutical,
agrochemical  and industrial  chemical  companies,  who perform their own safety
assessments to contract research  organisations  like Huntingdon,  who provide a
full range of  services  to the  industries  and niche  suppliers  focussing  on
specific services or industries.

This  competition  could  have a material  adverse  effect on  Huntingdon's  net
revenues  and net income,  either  through  in-house  research  and  development
divisions doing more work internally to utilise  capacity or through the loss of
studies  to  other  competitors  on  pricing.   As  Huntingdon  operates  on  an
international basis, movements in exchange rates, particularly against sterling,
can have a significant impact on its price competitiveness.

7.    INDUSTRY CONSOLIDATION

The  process  of  consolidation   within  the  pharmaceutical   industry  should
accelerate the move towards outsourcing work to contract research  organisations
such as Huntingdon in the longer term as resources are increasingly  invested on
in-house facilities for discovery and lead optimisation, rather than development
and  regulatory  safety  evaluation.  However,  in the  short  term,  there is a
negative impact with  development  pipelines being  rationalised  and a focus on
integration rather than development.  This can have a material adverse impact on
Huntingdon's net revenues and net income.

8.    INFLATION

While most of Huntingdon's  net revenues are earned under fixed price contracts,
the effects of inflation do not generally have a material  adverse effect on its
operations  or financial  condition as only a minority of the  contracts  have a
duration in excess of one year.

9.    YEAR 2000

The Company  completed its Year 2000 compliance  program in December 1999. Where
necessary,  items of computer hardware,  software and other equipment relying on
computer  related  technologies  were  upgraded or replaced  and the Company has
experienced no disruption to its operations as a result of equipment or computer
failures.  Equally  there  has been no  disruption  caused  by  problems  at the
Company's clients or suppliers.

The Company currently estimates that the amounts that have, or will be, expensed
as incurred  over the three year period to December 31, 2000 will total  between
(pound)1,900,000   and   (pound)2,000,000.   Of   this   amount   a   total   of
(pound)1,818,000 has been incurred and expensed in the two years to December 31,
1999 ((pound)1,808,000 in 1999 and (pound)10,000 in 1998). The amounts that will
be  capitalised  have  primarily  been incurred in the two years to December 31,
1999  and are  estimated  at  (pound)1,500,000  ((pound)1,203,000  in  1999  and
(pound)275,000 in 1998).

The Company is  continuing  to monitor for potential  issues  through 2000,  but
believes that Year 2000 compliance  will have no material  adverse effect on the
results of its operations.

10.   NEW ACCOUNTING STANDARDS

In June 1998, the Financial  Accounting  Standards  Board (FASB) issued SFAS No.
133,  "Accounting  for  Derivative  Instruments  and Hedging  Activities".  This
statement   established   accounting  and  reporting  standards  for  derivative
instruments,   including  certain  derivative   instruments  embedded  in  other
contracts (collectively referred to as derivatives), and for hedging activities.
It  requires  that an entity  recognise  all  derivatives  as  either  assets or
liabilities in the statement of financial position and measure those instruments
at  fair  value.  As  amended  by  SFAS  No.  137,  "Accounting  for  Derivative
Instruments  and  Hedging  Activities  - Deferral of the  Effective  Date of FAB
Statement  No. 133",  this  statement is  effective  for all fiscal  quarters of
fiscal  years  beginning  after  June  15,  2000,  although  early  adoption  is
encouraged.  The  Company  is in the  process  of  analysing  the  impact of the
adoption of this statement on its consolidated financial statements.

11.    FORWARD LOOKING STATEMENTS

Certain  statements  in this section and elsewhere in this  Quarterly  Report on
Form 10-Q (as well as information  included in oral  statements or other written
statements  made  or to  be  made  by  Huntingdon)  constitute  "forward-looking
statements" pursuant to the safe-harbor  provisions of the United States Private
Litigation  Reform Act of 1995.  Such  forward-looking  statements  include  the
discussions of the business strategies of Huntingdon and expectations concerning
future  operations,  margins,  profitability,  liquidity and capital  resources.
Although   Huntingdon   believes  that  such   forward-looking   statements  are
reasonable,  it can give no assurance that any  forward-looking  statements will
prove to be correct.  Such forward-looking  statements involve known and unknown
risks,  uncertainties  and other  factors,  which may cause the actual  results,
performance or  achievements  of Huntingdon to be materially  different from any
future  results,  performance  or  achievements  expressed  or  implied  by such
forward-looking  statements.  These risks,  uncertainties  and other factors are
more fully described in the  Huntingdon's  Form 10-K for the year ended December
31, 1999 as filed with the SEC.

ITEM 3      QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

See Management's Discussion and Analysis of Financial Condition and Results of
Operations.

<PAGE>

                       HUNTINGDON LIFE SCIENCES GROUP PLC
                                OTHER INFORMATION

PART II     OTHER INFORMATION

ITEM 4      SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

            At an Extraordinary General Meeting of the Company held on March 22,
            2000,  stockholders  voted upon the  approval  and  adoption  of new
            Articles  of  Association.  Shares  were  voted  on this  matter  as
            follows:

            For:        58,717,006
            Against:    82,304
            Abstain:    5,500

ITEM 6      EXHIBITS AND REPORTS ON FORMS 6-K AND 8-K

      (A)   Exhibits

            Exhibit 99.1 - Press Release,  dated May 10, 2000,  announcing first
            quarter earnings results.

      (B)   Reports on Form 8-K

            None

<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.

                       HUNTINGDON LIFE SCIENCES GROUP plc
                                  (Registrant)


By:     /s/ Julian T. Griffiths
Name:   Julian T Griffiths
Title:  Finance Director
Date:   May 15, 2000



PRESS RELEASE                            Huntingdon Life Sciences Group plc
                                         ("Huntingdon") (NYSE/SEAQ:HTD)
                                         Woolley Road, Alconbury, Huntingdon
                                         Cambs PE28 4HS, England

                                         For Further Information:
                                         Richard A. Michaelson
                                         Phone:  UK: +44 (0) 1480 892194
                                                 US: (201) 525-1819
                                         e-mail: [email protected]

IMMEDIATE RELEASE
May 10, 2000

                   HUNTINGDON ANNOUNCES FIRST QUARTER RESULTS

Huntingdon,  England,  May  10,  2000  -  Huntingdon  Life  Sciences  Group  plc
("Huntingdon" or the "Company") (NYSE:HTD) announced today that net revenues for
the quarter ended March 31, 2000 were  (pound)15.5  million  ($24.7  million) an
increase of 16% from revenues for the equivalent period last year of (pound)13.4
million ($21.8 million). Under UK GAAP the Company reported an operating loss of
(pound)0.2  million ($0.4 million),  down from (pound)1.2 million ($2.0 million)
last year. Net loss after taxation for the first quarter was (pound)1.4  million
($2.3 million) compared to (pound)2.8  million ($4.6 million) for the equivalent
period  last year.  Net loss per  ordinary  share was 0.5 pence  compared to 1.0
pence last year. Net loss per ADR was 4.0 cents compared to 7.8 cents last year.

Under US GAAP the Company  reported an operating  profit of  (pound)0.1  million
($0.1  million)  compared  to an  operating  loss of  (pound)1.6  million  ($2.5
million) for the  equivalent  period last year.  Net loss after taxation for the
first  quarter was  (pound)1.0  million  ($1.6  million)  compared to (pound)1.9
million  ($3.1  million)  last year.  Net loss per ordinary  share was 0.3 pence
compared  to 0.7 pence last  year.  Net loss per ADR was 3 cents  compared  to 5
cents  last year.  The  principal  differences  between  the UK and US  reported
results are non-cash  charges  associated  with pension  accounting and deferred
taxation.

Andrew Baker, Huntingdon's Executive Chairman said:

"The strong year over year revenue growth and meaningful  margin  improvement is
testament to our increasing  success in strengthening  Huntingdon's  position as
one of the world's  leaders in non-clinical  safety testing.  Growth in backlog,
new clients,  and returning clients builds our confidence that high standards of
scientific excellence and customer service are the right focus for us".

Brian Cass, Huntingdon's Managing Director added:

"New orders for the first quarter were 16% up on the first quarter of last year,
and 10% ahead of the fourth quarter, helping to build our backlog to its highest
level in almost three years.  Revenues,  showing some seasonal  softness in some
areas,  were still level with the fourth quarter.  We are also encouraged by the
16% year over year  growth  and the  (pound)1  million  reduction  in  operating
losses, which represents an incremental margin of approximately 50%".

Huntingdon  Life Sciences Group plc is one of the world's leading CROs providing
product   development   services  to  the   pharmaceutical,   agrochemical   and
biotechnology industries. Huntingdon brings leading technology and capability to
support its clients in  non-clinical  safety  testing of new  compounds in early
stage development and assessment. Huntingdon operates research facilities in the
United  Kingdom  (Huntingdon  and  Eye,  England)  and the  United  States  (The
Princeton Research Centre, New Jersey).

This announcement  contains statements that may be forward-looking as defined by
the USA's Private  Litigation  Reform Act of 1995.  These  statements  are based
largely on  Huntingdon's  expectations  and are subject to a number of risks and
uncertainties,  certain of which are beyond Huntingdon's  control, as more fully
described in  Huntingdon's  Form 10-K for the year ended  December 31, 1999,  as
filed with the US Securities and Exchange Commission.

                          * * * TABLES TO FOLLOW * * *


<PAGE>

                       HUNTINGDON LIFE SCIENCES GROUP plc

                                 ("HUNTINGDON")
                                (NYSE/SEAQ - HTD)

                  SUMMARY OF UNAUDITED CONSOLIDATED PROFIT & LOSS ACCOUNTS


3 Months ended March 31                          2000             1999
- -----------------------
                                           (pound)000's      (pound)000's
                                                             As restated
Revenues                                       15,463           13,383

Cost of sales                                (13,331)         (12,366)
                                             ---------      -----------

Gross profit                                    2,132            1,017
Selling and administration                    (2,367)          (2,267)
                                             ---------      -----------

Loss on ordinary activities before  interest    (235)          (1,250)
Interest receivable and similar income            207              372
Interest payable and similar charges          (1,421)          (1,915)

                                             ---------      -----------

Loss on ordinary activities before taxation   (1,449)          (2,793)
Taxation                                            -                -
                                             ---------      -----------

Loss after taxation                           (1,449)          (2,793)
                                             ---------      -----------

Loss per share -       - basic                    0.5              1.0
(pence)
                       - diluted                  0.5              1.0
                                             ---------      -----------

Loss per ADR - (cents) - basic                    4.0              7.8
                       - diluted                  4.2              8.2
                                             ---------      -----------

Consolidated Statement of Total Recognised Gains and Losses

For the 3 months ended March 31

                                                 2000             1999
                                            (pound)000's      (pound)000's
Loss for the period                           (1,449)          (2,793)

                                             ---------      -----------
Total losses recognised since last
report and accounts                           (1,449)          (2,793)
                                             ---------      -----------

<PAGE>
                SUMMARY OF UNAUDITED CONSOLIDATED BALANCE SHEETS


As at March 31                                   2000             1999
- --------------
                                            (pound)000's     (pound)000's
                                                            As restated
Fixed Assets                                   68,433           75,266
                                             ---------      -----------

Stock                                             839            1,123
Debtors                                        16,422           14,074
Cash and short term investments                 3,575            8,017
                                             ---------      -----------

Current assets                                 20,836           23,214
Bank loans and overdrafts                    (22,586)                -
Creditors and taxation                       (17,210)         (19,676)
                                             ---------      -----------

Net current (liabilities)/assets             (18,960)            3,538
                                             ---------      -----------

Total assets less current liabilities          49,473           78,804
Convertible capital bonds                    (30,677)         (30,064)
Long term loans                                     -         (24,500)
Provisions for liabilities and charges        (2,642)          (2,818)
                                             ---------      -----------

Shareholder funds - all equity                 16,154           21,422
                                             ---------      -----------

<PAGE>
                  SUMMARY OF UNAUDITED CONSOLIDATED CASH FLOWS


3 Months ended March 31                          2000             1999
                                             (pound)000's   (pound)000's

                                                            As restated
Operating loss                                  (235)          (1,250)
Depreciation                                    1,459            1,485
Movement in provisions                          (112)          (1,234)
Movement in other working capital               (474)          (1,306)
                                             ---------      -----------

Net cash inflow/(outflow) from operating
  activities                                      638          (2,305)
Net interest paid                             (1,601)          (1,517)
Purchase of fixed assets (net of disposals)     (720)          (1,017)
                                             ---------      -----------

Net cash outflow before use of liquid
resources and financing                       (1,683)          (4,839)

Management of liquid resources
Movement in short term investments              2,200            4,000

Financing:
     Repayments of amounts borrowed                 -            (500)
                                             ---------      -----------

Net cash outflow from financing                     -            (500)
                                             ---------      -----------

Increase/(decrease) in cash and cash              517          (1,339)
equivalents
                                             ---------      -----------



<PAGE>
Notes:

(1)Bank loans totalling  (pound)22,586,000 are repayable on August 31, 2000. The
   directors  are  currently   involved  in  negotiations  to  provide  adequate
   financing  following  the expiry of these loans.  This finance could be asset
   backed or supported by projected cash flows. The negotiations are at an early
   stage and  although the  directors  are  confident  that they will be able to
   achieve  the  financing  prior to August  31,  2000 it is as yet too early to
   predict the outcome as there are uncertainties involved in either approach.

   In the light of the above the  directors  have formed a judgement  that it is
   appropriate  to adopt the going concern basis in preparing the accounts.  The
   financial statements do not include any adjustments that would result from an
   inability to secure adequate finance.

(2)These  results  have  been  prepared  in  accordance  with UK GAAP but do not
   constitute  Statutory  Accounts as defined by the UK  Companies  Act 1985 and
   have not been audited.

(3)Certain  figures in the  accounts  for the three  months ended March 31, 1999
   have  been  reclassified  so  that  their  presentation  mirrors  that in the
   accounts for the three months ended March 31, 2000.  These are the  provision
   for pension costs,  exchange  differences on the  Convertible  Capital Bonds,
   short term investments and IT costs.

(4)Loss per share is based on an  average  of  291,010,294  (1999,  291,010,294)
   Ordinary Shares outstanding during the 3 month period ended March 31, 2000.

(5)Diluted   loss  per  share  is  based  on  an  average   273,747,301   (1999,
   277,665,772)  Ordinary  shares  outstanding  during the 3 month  period ended
   March 31, 2000.

(6)Loss per ADR is  calculated  using an  exchange  rate of $1.60 =  (pound)1.00
   (1999, $1.63 = (pound)1.00). Each ADR represents five Ordinary Shares.

(7)For the  purposes  of  consolidation  an  average  exchange  rate of  $1.60 =
   (pound)1.00  has been used in the 3 month  period ended March 31, 2000 (1999,
   $1.63 = (pound)1.00).

(8)A printed copy of this quarterly  report is being posted to shareholders  and
   is  available  on  request  from  the  Registered  Office  at  Woolley  Road,
   Alconbury, Huntingdon Cambs PE28 4HS.




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