<PAGE>
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 fiscal year ended March 31,
1996
or
[_] Transition Report pursuant to Section 13 or 15(d) of the
Securities
Exchange Act of 1934 [No Fee Required]
For the transition period from _________ to __________
Commission File No. 0-19892
IBAH, Inc.
(Exact name of registrant as specified in its charter)
Delaware 52-1670189
-------- ----------
(State or other jurisdiction of I.R.S. Employer
incorporation or organization) Identification Number)
Four Valley Square, 512 Township Line Road, Blue Bell, Pennsylvania 19422
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (215) 283-0770
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, par value $.01 per share
(Title of Class)
Indicate by check mark whether the Registrant (1) has filed all reports 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
--- ---
The aggregate market value of the voting stock held by non-affiliates of
the Registrant on May 6, 1996 was $79,000,000. For purposes of making this
declaration only, the Registrant has defined affiliates as including all
directors.
The number of outstanding shares of the Registrant's Common Stock, par
value $.01 per share, on May 6, 1996 was 18,167,149.
<PAGE>
Part I - Financial Information
Item 1. Financial Statements
IBAH, INC. AND SUBSIDIARIES
---------------------------
CONSOLIDATED BALANCE SHEETS
---------------------------
(unaudited)
<TABLE>
<CAPTION>
Historical Pro Forma (1)
ASSETS December 31, March 31, March 31,
------ 1995 1996 1996
--------------- --------------- ---------------
<S> <C> <C> <C>
CURRENT ASSETS:
Cash and cash equivalents $ 7,564,000 $ 5,222,000 $ 23,299,000
Short-term investments 757,000 1,160,000 1,160,000
Accounts receivable 20,745,000 21,345,000 21,345,000
Prepaid expenses and other 659,000 507,000 458,000
--------------- --------------- ---------------
Total current assets 29,725,000 28,234,000 46,262,000
PROPERTY AND EQUIPMENT, net 6,454,000 6,448,000 6,448,000
GOODWILL, net 2,988,000 2,947,000 2,947,000
OTHER ASSETS 358,000 328,000 328,000
--------------- --------------- ---------------
$ 39,525,000 $ 37,957,000 $ 55,985,000
=============== =============== ===============
LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------
CURRENT LIABILITIES:
Current portion of long-term debt $ 1,223,000 $ 1,131,000 $ 1,131,000
Accounts payable 3,651,000 2,299,000 2,299,000
Accrued expenses 3,896,000 3,735,000 3,735,000
Payable to independent investigators 1,068,000 1,043,000 1,043,000
Deferred revenue 15,247,000 15,805,000 15,805,000
--------------- --------------- ---------------
Total current liabilities 25,085,000 24,013,000 24,013,000
--------------- --------------- ---------------
DEFERRED RENT 687,000 667,000 667,000
--------------- --------------- ---------------
LONG-TERM DEBT 2,280,000 2,040,000 2,040,000
--------------- --------------- ---------------
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY
Preferred stock, $.01 par value, 2,000,000 shares authorized,
999,554 shares issued and outstanding as of December 31, 1995
and 769,665 shares issued and outstanding as of March 31, 1996 10,000 8,000 8,000
Common stock, $.01 par value, 50,000,000 shares authorized,
14,391,262 shares issued and outstanding as of December 31, 1995
and 15,148,254 shares issued and outstanding as of March 31, 1996 144,000 151,000 181,000
Additional paid-in capital 36,970,000 37,111,000 55,109,000
Accumulated deficit (25,773,000) (26,015,000) (26,015,000)
Cumulative translation adjustment 122,000 (18,000) (18,000)
--------------- --------------- ---------------
Total stockholders' equity 11,473,000 11,237,000 29,265,000
--------------- --------------- ---------------
$ 39,525,000 $ 37,957,000 $ 55,985,000
=============== =============== ===============
</TABLE>
(1) The Pro forma balance sheet reflects the public offering on April 19, 1996
as more fully discussed in Note 1 to the Consolidated Financial Statements
The accompanying notes are an integral part of these statements
-2-
<PAGE>
IBAH, INC. AND SUBSIDIARIES
---------------------------
CONSOLIDATED STATEMENTS OF OPERATIONS
-------------------------------------
(unaudited)
<TABLE>
<CAPTION>
For the Three Months Ended
March 31,
------------------------------
1995 1996
-------------- --------------
<S> <C> <C>
REVENUES $ 12,123,000 $ 16,534,000
Less- Reimbursed costs 2,806,000 3,914,000
-------------- --------------
Net revenues 9,317,000 12,620,000
-------------- --------------
OPERATING EXPENSES:
Direct 5,819,000 6,316,000
Selling, general and administrative 5,140,000 6,546,000
-------------- --------------
Total operating expenses 10,959,000 12,862,000
-------------- --------------
Operating loss (1,642,000) (242,000)
INTEREST EXPENSE, net (35,000) -
-------------- --------------
Loss from continuing operations (1,677,000) (242,000)
LOSS FROM DISCONTINUED OPERATIONS (296,000) -
-------------- --------------
NET LOSS $ (1,973,000) $ (242,000)
============== ==============
NET LOSS PER SHARE--CONTINUING OPERATIONS $ (0.12) $ (0.02)
NET LOSS PER SHARE--DISCONTINUED OPERATIONS (0.02) -
-------------- --------------
NET LOSS PER COMMON SHARE $ (0.14) $ (0.02)
============== ==============
WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING 14,237,000 14,905,000
============== ==============
</TABLE>
The accompanying notes are an integral part of these statements.
-3-
<PAGE>
IBAH, INC. AND SUBSIDIARIES
---------------------------
CONSOLIDATED STATEMENTS OF CASH FLOWS
-------------------------------------
(unaudited)
<TABLE>
<CAPTION>
For the Three Months Ended
March 31,
--------------------------------
1995 1996
-------------- --------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ (1,973,000) $ (242,000)
Adjustments to reconcile net loss to net cash
used in operating activities-
Depreciation and amortization 441,000 530,000
Deferred rent (4,000) (20,000)
Discontinued operations 296,000 -
Changes in assets and liabilities-
(Increase) decrease in-
Accounts receivable 2,102,000 (864,000)
Prepaid expenses and other 110,000 143,000
Increase (decrease) in-
Accounts payable and accrued expenses 1,139,000 (1,464,000)
Payables to independent investigators (1,384,000) (4,000)
Deferred revenue (1,336,000) 801,000
-------------- --------------
Net cash used in operating activities (609,000) (1,120,000)
-------------- --------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Redemption (purchases) of short-term investments 1,195,000 (403,000)
Purchases of property and equipment (516,000) (514,000)
Net investing activity of discontinued operations (33,000) -
Other (263,000) 14,000
-------------- --------------
Net cash provided by (used in) investing activities 383,000 (903,000)
-------------- --------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from sale of common stock - 145,000
Payments on long-term debt (140,000) (314,000)
Net financing activity of discontinued operations (2,000) -
-------------- --------------
Net cash provided by financing activities (142,000) (169,000)
-------------- --------------
EFFECT OF EXCHANGE RATE CHANGES ON CASH 27,000 (150,000)
-------------- --------------
NET DECREASE IN CASH AND CASH EQUIVALENTS (341,000) (2,342,000)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 2,792,000 7,564,000
-------------- --------------
CASH AND CASH EQUIVALENTS, END OF PERIOD $ 2,451,000 $ 5,222,000
============== ==============
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Interest paid $ 76,000 $ 80,000
============== ==============
</TABLE>
The accompanying notes are an integral part of these statements.
-4-
<PAGE>
IBAH, INC. AND SUBSIDIARIES
---------------------------
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
------------------------------------------------------
NOTE 1. PUBLIC OFFERING OF COMMON STOCK:
-------------------------------
On April 19, 1996, the Company completed a public offering of 3,000,000
shares of its Common Stock, par value $.01 per share, at an issuance price of
$6.50 per share for a total of $19.5 million. The net proceeds to the Company,
after all estimated issuance expenses, were approximately $18 million. These
shares were sold to selected institutional investors.
NOTE 2. BASIS OF PRESENTATION:
---------------------
There have been no material changes in accounting policies from those
stated in the Company's Annual Report on Form 10-K for the year ended December
31, 1995; however, certain reclassifications have been made, see Note 4.
Certain information and footnote disclosures normally included in
financial statements prepared in accordance with generally accepted accounting
principles have been condensed or omitted. These consolidated financial
statements should be read in conjunction with the consolidated financial
statements and notes thereto included in the Company's Annual Report on Form 10-
K for the year ended December 31, 1995. The statements for the periods ended
March 31, 1996 and 1995 are unaudited. However, in the opinion of the Company,
the statements reflect all adjustments of a normal and recurring nature
necessary for a fair presentation for such periods. Results of operations for
the three-month periods are not necessarily indicative of the results to be
expected for any other interim period or for the year.
NOTE 3. PRINCIPLES OF CONSOLIDATION:
---------------------------
The consolidated financial statements include the accounts of IBAH, Inc.
and its subsidiaries. All material intercompany balances and transactions have
been eliminated.
NOTE 4. RECLASSIFICATIONS:
-----------------
Certain reclassifications have been made to the prior years' financial
statements to conform to the current year presentation. Primarily, all costs
passed-through to study sponsors have been accumulated as "reimbursed costs" on
the accompanying statements of operations. These reimbursed costs are a
reduction from revenues to calculate net revenues. In prior years, the only
reduction from revenues to calculate net revenues were independent
investigators' costs, and all other pass-through costs were included in direct
operating expenses. This reclassification has been made to reflect only the net
revenues derived from service activities. The following tables present the
restated statements of operations by Division for the year ended December 31,
1994 and the four quarters of 1995 for future comparison purposes:
-5-
<PAGE>
NOTE 4. RECLASSIFICATIONS (CONTINUED)
-----------------------------
<TABLE>
<CAPTION>
IBAH, Inc.
US Clinical Services
For the Year For the Quarter Ended For the Year
(unaudited, in thousands) Ended -------------------------------------------------------------- Ended
Dec. 31, 1994 Mar. 31, 1995 Jun. 30, 1995 Sept. 30, 1995 Dec. 31, 1995 Dec. 31, 1995
------------- ------------- ------------- -------------- ------------- -------------
<S> <C> <C> <C> <C> <C> <C>
Net revenues $ 23,849 $ 6,114 $ 5,953 $ 5,370 $ 5,991 $ 23,428
------------- ------------------------------------------------------------------------------
Operating expenses:
Direct expenses 13,268 3,308 3,141 2,639 2,706 11,794
Selling, general & administrative(1) 9,497 2,709 2,594 2,520 2,898 10,721
------------- ------------------------------------------------------------------------------
Operating income $ 1,084 $ 97 $ 218 $ 211 $ 387 $ 913
============= ==============================================================================
</TABLE>
(1) Selling, general & administrative includes an allocation of corporate
expenses.
The information presented in the above table does not purport to be indicative
of future results of operations.
-6-
<PAGE>
NOTE 4. RECLASSIFICATIONS (CONTINUED)
IBAH, Inc.
International Clinical Services
<TABLE>
<CAPTION>
For the Year For the Quarter Ended For the Year
(unaudited, in thousands) Ended -------------------------------------------------------------- Ended
Dec. 31, 1994 Mar. 31, 1995 Jun. 30, 1995 Sept. 30, 1995 Dec. 31, 1995 Dec. 31, 1995
------------- ------------- ------------- -------------- ------------- -------------
<S> <C> <C> <C> <C> <C> <C>
Net revenues $ 9,062 $ 2,586 $ 4,372 $ 4,748 $ 5,138 $ 16,844
------------- ----------------------------------------------------------------------------
Operating expenses:
Direct expenses 5,304 1,877 2,360 2,224 2,627 9,088
Selling, general & administrative (1) 5,552 2,136 2,307 2,759 2,990 10,192
------------- ----------------------------------------------------------------------------
Operating loss $ (1,794) $ (1,427) $ (295) $ (235) $ (479) $ (2,436)
============= ============================================================================
</TABLE>
(1) Selling, general & administrative includes an allocation of corporate
expenses.
The information presented in the above table does not purport to be indicative
of future results of operations.
-7-
<PAGE>
NOTE 4. RECLASSIFICATIONS (CONTINUED)
-----------------------------
IBAH, Inc.
Pharmaceutics Services
<TABLE>
<CAPTION>
For the Year For the Quarter Ended For the Year
(unaudited, in thousands) Ended -------------------------------------------------------------- Ended
Dec. 31, 1994 Mar. 31, 1995 Jun. 30, 1995 Sept. 30, 1995 Dec. 31, 1995 Dec. 31, 1995
------------- ------------- ------------- -------------- ------------- -------------
<S> <C> <C> <C> <C> <C> <C>
Net revenues $ 725 $ 617 $ 407 $ 673 $ 897 $ 2,594
------------- ----------------------------------------------------------------------------
Operating expenses:
Direct expenses 771 634 847 692 792 2,965
Selling, general & administrative (1) 1,383 295 285 225 203 1,008
------------- ----------------------------------------------------------------------------
Operating loss $ (1,429) $ (312) $ (725) $ (244) $ (98) $ (1,379)
============= ============================================================================
</TABLE>
(1) Selling, general & administrative includes an allocation of corporate
expenses.
The information presented in the above table does not purport to be indicative
of future results of operations.
-8-
<PAGE>
NOTE 4. RECLASSIFICATIONS (CONTINUED)
-----------------------------
IBAH, Inc.
Consolidated
<TABLE>
<CAPTION>
For the Year For the Quarter Ended For the Year
(unaudited, in thousands) Ended -------------------------------------------------------------- Ended
Dec. 31, 1994 Mar. 31, 1995 Jun. 30, 1995 Sept. 30, 1995 Dec. 31, 1995 Dec. 31, 1995
------------- ------------- ------------- -------------- ------------- -------------
<S> <C> <C> <C> <C> <C> <C>
Net revenues $ 33,636 $ 9,317 $ 10,732 $ 10,791 $ 12,026 $ 42,866
------------- ----------------------------------------------------------------------------
Operating expenses:
Direct expenses 19,343 5,819 6,348 5,555 6,125 23,847
Selling, general & administrative (1) 16,432 5,140 5,186 5,504 6,091 21,921
------------- ----------------------------------------------------------------------------
Operating loss $ (2,139) $ (1,642) $ (802) $ (268) $ (190) $ (2,902)
============= ============================================================================
</TABLE>
(1) Selling, general & administrative includes an allocation of corporate
expenses.
The information presented in the above table does not purport to be indicative
of future results of operations.
-9-
<PAGE>
NOTE 5. CASH, CASH EQUIVALENTS AND SHORT-TERM INVESTMENTS:
-------------------------------------------------
Cash and cash equivalents include highly liquid investments which have
original maturities of less than ninety days. At March 31, 1996 and December 31,
1995, all of the Company's short-term investments are classified as available
for sale. Therefore, any unrealized gains or losses should be presented in a
separate component of stockholders' equity. At both March 31, 1996 and December
31, 1995, there were no significant unrealized gains or losses.
Investments are held at market value and at March 31, 1996 and December 31,
1995 were classified as short-term. Cash, cash equivalents and investments,
consisted of the following:
<TABLE>
<CAPTION>
December 31, 1995 March 31, 1996
----------------- --------------
<S> <C> <C>
CASH AND CASH EQUIVALENTS:
Money market funds and demand accounts $4,476,000 $4,149,000
U.S. government securities 3,088,000 1,073,000
---------- ----------
7,564,000 5,222,000
INVESTMENTS:
U.S. government securities 757,000 1,160,000
---------- ----------
$8,321,000 $6,382,000
========== ==========
</TABLE>
NOTE 6. ACCOUNTS RECEIVABLE:
-------------------
<TABLE>
<CAPTION>
December 31, 1995 March 31, 1996
------------------ ---------------
<S> <C> <C>
Trade:
Billed $13,653,000 $11,375,000
Unbilled 7,442,000 10,320,000
Allowance for doubtful accounts (350,000) (350,000)
----------- -----------
$20,745,000 $21,345,000
=========== ===========
</TABLE>
-10-
<PAGE>
Item 2. Management's Discussion and Analysis of Financial
-------------------------------------------------
Condition and Results of Operations
-----------------------------------
Results of Operations
Three months ended March 31, 1996 versus three months ended March 31, 1995.
Revenues
- --------
Revenues for the three months ended March 31, 1996 were $16,534,000, an increase
of 36.4% over revenues for the 1995 comparable period. Revenues include all
service fees and reimbursed costs that are charged to the Company's clients.
Reimbursed costs
- ----------------
Reimbursed costs were $3,914,000 for the period ended March 31, 1996 or 23.7% of
total revenues as compared to $2,806,000 for the same period in 1995, or 23.2%
of total revenues. Reimbursed costs include investigator costs related to
payments made to independent investigators, usually physicians, for the
enrollment of patients for a specific clinical study being conducted by the
Company on behalf of a client. In addition, reimbursed costs include additional
items that may be charged to the client for such items as travel costs, over-
night delivery charges, clinical supplies and other expense items that are
chargeable to the client pursuant to the contract for the project. The Company
has restated net revenues to reflect pass-through costs, in addition to
investigator costs, as a deduction from revenues. The corresponding direct
expenses have been adjusted in the same amount with no impact on the operating
profit or loss for the period.
Net revenues
- ------------
Net revenues for the first quarter of 1996 were $12,620,000, an increase of
35.5% over net revenues for the first quarter of 1995. The increase in net
revenues for the period as compared to the prior year period was principally due
to an increase in net revenues in the International CRO (up 111%) and
improvement in the Pharmaceutics Division (increase of 90% in 1996 over 1995).
Net revenues for the US CRO in the first quarter of 1996 were slightly less than
revenues for the comparable 1995 period.
Direct expenses
- ---------------
Direct expenses were $6,316,000 or 50.0% of net revenues for the quarter ended
March 31, 1996 as compared to $5,819,000, or 62.5% for the comparable quarter in
1995. The improvement in direct expense ratios as a percentage of net revenues
was principally due to improvement in operations in the International CRO and
the Pharmaceutics Divisions due to substantial revenue volume increases which
improved overall productivity.
Selling, general and administrative
- -----------------------------------
Selling, general and administrative expenses for the first quarter of 1996 were
$6,546,000, or 51.9% of net revenues as compared to $5,140,000, or 55.2% of net
revenues in the same period of 1995. The improvement in ratios as a percentage
of net revenues was due to the International CRO business which enjoyed a
substantial increase in revenue volume without a similar percentage increase in
indirect expenses. In addition, the improvement in revenues in the Pharmaceutics
Division in 1996 over 1995 had a similar positive effect in reducing the overall
percentage of selling, general and administrative expenses to net revenues.
-11-
<PAGE>
Interest income (expense), net
- ------------------------------
Net interest income and expense was zero in the first quarter of 1996 as
compared to a $35,000 expense in the first quarter of 1995. The improvement
from an expense in 1995 to a break-even in net interest income and expense in
1996 was due to higher average cash balances in 1996 resulting in part from a
private placement of $7 million completed in August 1995.
Discontinued operations
- -----------------------
The Company divested the Drug Delivery Services Division in June 1995. As a
result, all results associated with this business have been re-classified to
discontinued operations for financial reporting purposes. There were no charges
to discontinued operations for the quarter ended March 31, 1996 as compared to a
loss incurred for the comparable 1995 period of $296,000.
Net loss
- --------
Net loss for the first quarter ended March 31, 1996 was $242,000 or $.02 per
share as compared to a loss in the first quarter of 1995 of $1,973,000 or $.14
per share. Net loss for the 1995 period without losses associated with
discontinued operations was $1,677,000, or $.12 per share.
Project backlog
- ---------------
Worldwide project backlog, net of all pass-through expenses, was $69.2 million
as of March 31, 1996 as compared to year-end 1995 backlog of $68.5 million.
Divisional breakdown (see page 14)
- --------------------
Net revenues for the US CRO were $5,980,000 for the first quarter of 1996, or
2.2% lower than the comparable 1995 period due to lower than expected new
project starts in second half of 1995 which negatively impacted revenue in the
first quarter. Operating profit was a loss of $116,000 for the first quarter of
1996 as compared to a profit of $97,000 in the first quarter of 1995. The
reduction in profit was due principally to the lower revenues in the first
quarter of 1996.
International CRO net revenues were $5,465,000 for the quarter ended March 31,
1996, an increase of 111% over prior comparable quarter. Accordingly, operating
losses were $192,000 in the first quarter of 1996, a substantial improvement
over the loss recorded in the first quarter of 1995 of $1,427,000.
The Pharmaceutics Division's first quarter 1996 net revenues were $1,175,000, an
increase of 90% over the 1995 comparable period. As a result, operating profit
was $66,000 for the quarter ended March 31, 1996 as compared to an operating
loss for the comparable 1995 period of $312,000.
It should be noted that the divisional operating summaries have been restated
for the following items: (1) all pass-through expenses have been reclassified
to exclude them from direct expenses and include them as a component of net
revenue, yielding a revised net revenue figure; (2) corporate expenses have
been allocated by division, which have historically been borne by the US CRO;
and (3) certain expenses have been reclassified between direct and indirect
expense to make all periods comparable.
-12-
<PAGE>
Liquidity and Capital Resources
As of March 31, 1996, the Company had cash, cash equivalents and short-term
investments of $6,382,000 as compared to $8,321,000 as of December 31, 1995.
Working capital as of March 31, 1996 was $4,221,000 as compared to $4,640,000 as
of December 31, 1995. The decrease in working capital was principally due to
the losses incurred for the quarter and the on-going reduction in long-term
debt.
On April 19, 1996, the Company completed a public offering of 3,000,000 shares
of newly issued common stock to institutional investors for net proceeds of
approximately $18,000,000. These proceeds have been identified for use for
capital expenditures to upgrade information systems, additional working capital,
and other general corporate purposes, including possible use for strategic
acquisitions and the repayment of certain long-term debt. The net proceeds of
this public offering, which occurred after March 31, 1996 financial statements,
have been shown in a pro-forma balance sheet since this financing has a
significant positive effect on the financial condition of the Company (see
financial statements).
The Company is currently in compliance with all financial covenants of its
existing bank loan agreement and will either remain in compliance or choose to
use its cash reserves (including the proceeds of the public offering of April
1996) to pay off its bank debt. As of March 31, 1996, the Company had
outstanding loans of $3,171,000, of which $2,040,000 was classified as long-term
debt.
Management believes that it currently has sufficient working capital to fund its
operations until it achieves profitable operations. However, because this
statement is forward-looking, it necessarily involves risks and uncertainties.
The Company's actual results may differ from the Company's expectations if
unanticipated events occur such as a dramatic change in the work performed by
either of its divisions, a large unforeseen expense, or unexpected pressure to
increase the rate of operational growth in Europe beyond that which can be
financed from continuing operations.
The Company may seek additional cash infusions for an additional working capital
buffer or to prepare for certain capital needs that may be accelerated based on
the financial opportunities of the business. The Company intends to reinvest
any positive cash flow from operations to support operations and improve its
competitive position.
The Company contracts with clients in various foreign currencies and typically
conducts its actual work with clients in a number of different countries for
each major contract. Such activities can give rise to potential gains or losses
on specific transactions between countries where the work is conducted, which to
date have not been material. The Company's International CRO represents
approximately 40% of worldwide CRO business. Accordingly, there is a currency
risk either favorable or unfavorable when translating results into U.S. dollars.
-13-
<PAGE>
For purposes of the following discussion, the following table presents the
results of operations on a pro-forma basis on a divisional level (in thousands).
IBAH, Inc.
<TABLE>
<CAPTION>
US Clinical International Clinical IBAH, Inc.
Pro Forma Divisional Statement of Operations Services Services Pharmaceutics Consolidated
------------------ ---------------------- ----------------- -------------------
(in thousands) Three Months Ended March 31,
-------------------------------------------------------------------------------------
1995 1996 1995 1996 1995 1996 1995 1996
---- ---- ---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Net revenues $ 6,114 $ 5,980 $ 2,586 $ 5,465 $ 617 $ 1,175 $ 9,317 $ 12,620
------------------ ----------------------- ----------------- -------------------
Operating expenses:
Direct expenses 3,308 3,044 1,877 2,580 634 692 5,819 6,316
Selling, general & administrative 2,709 3,052 2,136 3,077 295 417 5,140 6,546
------------------ ----------------------- ----------------- -------------------
Operating income (loss) $ 97 $ (116) $(1,427) $ (192) $ (312) $ 66 $(1,642) $ (242)
================== ======================= ================= ===================
</TABLE>
The information presented in the above table does not purport to be indicative
of future results of operations.
-14-
<PAGE>
Part II - Other Information
Item 2. Changes in Securities
On April 19, 1996, IBAH completed a public offering of 3,000,000 newly
issued shares of its Common Stock to institutional investors for net
proceeds of approximately $18 million. Approximately, $2 million of the
proceeds will be used for capital expenditures to upgrade information
systems and the remainder for working capital and other general corporate
purposes, including possible strategic acquisitions and the repayment of
certain long-term debt.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Submission of Matters to a Vote of Security Holders
None.
Item 5. Other Information
None.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
None.
(b) Reports on Form 8-K
None
-15-
<PAGE>
Signatures
Pursuant to the requirements of Section 13 or 15 (d) of the Securities
Exchange Act of 1934, as amended, the Registrant has duly caused this report to
be signed on its behalf by the undersigned, thereunto duly authorized.
IBAH, INC.
Date: May 13, 1996 By: /s/ Geraldine A. Henwood
------------------------
Geraldine A. Henwood
Chief Executive Officer
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, as amended, this Report has been signed below by the
following persons on behalf of the Registrant and in the capacities and on the
dates indicated.
Date: May 13, 1996 By: /s/ Geraldine A. Henwood
------------------------
Geraldine A. Henwood
Chief Executive Officer
(Principal Executive Officer)
Date: May 13, 1996 By: /s/ Leonard F. Stigliano
------------------------
Leonard F. Stigliano
Chief Financial Officer
(Principal Financial Officer)
-16-
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
UNAUDITED INFORMATION FOR 1ST QUARTER 10-Q
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED BALANCE SHEET AND CONSOLIDATED STATEMENT OF OPERATIONS AS OF, AND
FOR THE THREE-MONTH PERIOD ENDED MARCH 31, 1996, AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> MAR-31-1996
<CASH> 1,500
<SECURITIES> 1,160
<RECEIVABLES> 21,695
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0
8
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