<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q/A
(Mark One)
[X] Quarterly Report pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 for the quarter ended MARCH 31, 1998
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 8, 1998 was $97,000,000. 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 8, 1998 was 23,985,345.
-1-
<PAGE>
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
IBAH, INC. AND SUBSIDIARIES
---------------------------
CONSOLIDATED BALANCE SHEETS
---------------------------
(unaudited)
<TABLE>
<CAPTION>
ASSETS March 31, December 31,
------
1998 1997
------------- -------------
CURRENT ASSETS:
<S> <C> <C>
Cash and cash equivalents $ 10,010,000 $6,491,000
Short-term investments 2,102,000 4,330,000
Accounts receivable, net 33,352,000 42,850,000
Prepaid expenses and other 1,956,000 1,287,000
------------ ------------
Total current assets 47,420,000 54,958,000
PROPERTY AND EQUIPMENT, net 14,226,000 14,045,000
GOODWILL, net 33,140,000 33,587,000
OTHER ASSETS 1,177,000 346,000
------------ ------------
$ 95,963,000 $102,936,000
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------
CURRENT LIABILITIES:
Current portion of long-term debt $ 2,964,000 $3,122,000
Accounts payable 2,389,000 4,477,000
Accrued expenses 10,889,000 10,471,000
Payable to independent investigators 5,624,000 7,638,000
Deferred revenue 17,060,000 20,741,000
------------ -----------
Total current liabilities 38,926,000 46,449,000
------------ -----------
DEFERRED RENT 514,000 516,000
------------ -----------
LONG-TERM DEBT 5,242,000 5,861,000
------------ -----------
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY
Preferred stock, $.01 par value, 2,000,000 shares authorized,
749,665 shares issued and outstanding as of
March 31, 1998 and December 31, 1997 7,000 7,000
Common stock, $.01 par value, 50,000,000 shares authorized,
23,544,920 shares issued and outstanding as of March 31, 1998
and 23,385,122 shares issued and outstanding as of December 31, 1997 235,000 234,000
Additional paid-in capital 76,368,000 76,035,000
Accumulated deficit (25,302,000) (26,061,000)
Cumulative translation adjustment (27,000) (105,000)
------------ -------------
Total stockholders' equity 51,281,000 50,110,000
------------ -------------
$95,963,000 $102,936,000
============ =============
</TABLE>
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,
--------------------------
1998 1997
----------- -----------
<S> <C> <C>
REVENUES $38,465,000 $28,580,000
Less- Reimbursed costs 11,808,000 9,263,000
----------- -----------
Net revenues 26,657,000 19,317,000
----------- -----------
OPERATING EXPENSES:
Direct 15,260,000 10,659,000
Selling, general and administrative 9,922,000 8,129,000
----------- -----------
Total operating expenses 25,182,000 18,788,000
----------- -----------
Operating income 1,475,000 529,000
INTEREST INCOME (EXPENSE), net (71,000) 152,000
----------- -----------
Income from continuing operations
before income taxes 1,404,000 681,000
INCOME TAXES 645,000 236,000
----------- -----------
Income from continuing operations 759,000 445,000
LOSS FROM DISCONTINUED OPERATIONS - (300,000)
----------- -----------
NET INCOME $ 759,000 $ 145,000
=========== ===========
NET INCOME (LOSS) PER SHARE--BASIC
CONTINUING OPERATIONS $ 0.03 $ 0.02
DISCONTINUED OPERATIONS - (0.01)
----------- -----------
$ 0.03 $ 0.01
=========== ===========
COMMON SHARES OUTSTANDING--BASIC 23,521,000 22,449,000
=========== ===========
NET INCOME (LOSS) PER SHARE--DILUTED
CONTINUING OPERATIONS $ 0.03 $ 0.02
DISCONTINUED OPERATIONS - (0.01)
----------- -----------
$ 0.03 $ 0.01
=========== ===========
COMMON SHARES OUTSTANDING--DILUTED 27,885,000 28,533,000
=========== ===========
</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,
--------------------------------
1998 1997
-------------- --------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 759,000 $ 145,000
Adjustments to reconcile net income to net cash
provided by (used in) operating activities-
Depreciation and amortization 1,363,000 1,054,000
Deferred rent (2,000) (26,000)
Discontinued operations - 300,000
Changes in assets and liabilities-
(Increase) decrease in-
Accounts receivable 9,259,000 (281,000)
Prepaid expenses and other (559,000) (44,000)
Increase (decrease) in-
Accounts payable and accrued expenses (2,128,000) (2,711,000)
Payables to independent investigators (1,995,000) 2,352,000
Deferred revenue (3,462,000) (5,217,000)
-------------- --------------
Net cash provided by (used in) operating activities 3,235,000 (4,428,000)
-------------- --------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Redemption (purchases) of short-term investments 2,228,000 (994,000)
Purchases of property and equipment (1,133,000) (993,000)
Net cash paid in business acquisitions - (250,000)
Other (68,000) (339,000)
-------------- --------------
Net cash provided by (used in) investing activities 1,027,000 (2,576,000)
-------------- --------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from sale of common stock, net of expenses 99,000 1,164,000
Proceeds from issuance of debt,net of expenses (27,000) -
Payments on long-term debt (801,000) (330,000)
-------------- --------------
Net cash provided by (used in) financing activities (729,000) 834,000
-------------- --------------
EFFECT OF EXCHANGE RATE CHANGES ON CASH (14,000) (281,000)
-------------- --------------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 3,519,000 (6,451,000)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 6,491,000 15,588,000
-------------- --------------
CASH AND CASH EQUIVALENTS, END OF PERIOD $ 10,010,000 $ 9,137,000
============== ==============
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Interest paid $ 241,000 $ 68,000
============== ==============
Income taxes paid $ 103,000 $ -
============== ==============
Equipment acquired under capital lease obligations $ 59,000 $ 37,000
============== ==============
</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. MERGER WITH OMNICARE, INC. ("OMNICARE"):
----------------------------------------
As of March 30, 1998, IBAH entered into a merger agreement with Omnicare,
Inc. ("Omnicare") under which Omnicare will acquire IBAH in a stock-for-stock
merger (the "Merger"). In the Merger, each outstanding IBAH common share will be
converted into $5.75 market value of Omnicare common shares, subject to the
terms of the Merger Agreement. Omnicare expects to issue approximately $169
million in Omnicare stock. The Merger is contingent on, among other things,
approval of the IBAH stockholders and certain regulatory authorities. The
transaction is structured as a tax-free pooling of interests. Omnicare is a
leading geriatric pharmaceutical care company serving approximately 443,000
residents in more than 5,500 long-term care facilities in 37 states. Omnicare is
a provider of professional pharmacy and related consulting and data management
services for long-term care, assisted living and other institutional health care
facilities. Omnicare also provides comprehensive clinical research services for
the pharmaceutical and biotechnology industries through its Coromed subsidiary,
which offers clinical research services in the United States, Canada and
Argentina.
As of March 31, 1998, $750,000 of Merger related costs have been accrued
and deferred until the Merger is consummated. This amount is included in both
other assets and accrued expenses on the accompanying March 31, 1998 balance
sheet.
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/A for the year ended December
31, 1997.
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/A for the year
ended December 31, 1997. The statements for the periods ended March 31, 1998 and
1997 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 period
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.
-5-
<PAGE>
NOTE 4. CASH, CASH EQUIVALENTS AND SHORT-TERM INVESTMENTS:
--------------------------------------------------
Cash and cash equivalents include highly liquid investments purchased with
remaining maturities of less than ninety days. At March 31, 1998 and December
31, 1997, 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,
1998 and December 31, 1997, there were no significant unrealized gains or
losses.
Investments are held at market value and at March 31, 1998 and December 31,
1997 were classified as short-term. Cash, cash equivalents and investments
consisted of the following:
<TABLE>
<CAPTION>
March 31, December 31,
1998 1997
---------------- ---------------
CASH AND CASH EQUIVALENTS:
<S> <C> <C> <C>
Money market funds and demand accounts $ 2,025,000 $ 3,485,000
U.S. government securities 1,250,000 846,000
Repurchase agreement 3,411,000 2,061,000
Commercial paper 2,574,000 99,000
Bank certificate of deposit 250,000 -
Corporate bonds 500,000 -
---------------- ---------------
10,010,000 6,491,000
---------------- ---------------
INVESTMENTS:
U.S. government securities 1,601,000 2,850,000
Commercial paper - 728,000
Corporate bond 501,000 502,000
Bank certificate of deposit - 250,000
---------------- ---------------
2,102,000 4,330,000
---------------- ---------------
$12,112,000 $10,821,000
================ ===============
</TABLE>
NOTE 5. ACCOUNTS RECEIVABLE:
--------------------
<TABLE>
<CAPTION>
March 31, December 31,
1998 1997
---------------- ---------------
Trade:
<S> <C> <C>
Billed $18,466,000 $23,547,000
Unbilled 15,475,000 19,914,000
Allowance for doubtful accounts (589,000) (611,000)
---------------- ---------------
$33,352,000 $42,850,000
================ ===============
</TABLE>
-6-
<PAGE>
NOTE 6. EARNINGS PER SHARE ("EPS"):
---------------------------
The Company adopted Statement of Financial Accounting Standards No. 128,
"Earnings per Share," effective the year ended December 31, 1997. This
statement requires the disclosure of both basic and diluted earnings per share
as well as the retroactive restatement of prior years' per share disclosures.
The following tables reconcile the numerator and denominator of the basic and
diluted net income per share computations for continuing operations:
<TABLE>
<CAPTION>
Three Months Ended March 31, 1998
------------------------------------------
Income Shares Per-Share
(Numerator) (Denominator) Amount
------------- -------------- -------------
<S> <C> <C> <C>
Income per Share-Basic:
Income available to
common stockholders $ 759,000 23,521,000 $ 0.03
=============
Effect of Dilutive Securities:
Convertible Preferred Stock - 2,249,000
Options - 1,124,000
Warrants - 991,000
------------- --------------
Income per Share--Diluted:
Income available to common
stockholders + assumed
conversions $ 759,000 27,885,000 $ 0.03
============= ============== =============
<CAPTION>
Three Months Ended March 31, 1998
------------------------------------------
Income Shares Per-Share
(Numerator) (Denominator) Amount
------------- -------------- -------------
<S> <C> <C> <C>
Income per Share-Basic:
Income available to
common stockholders $ 445,000 22,449,000 $ 0.02
=============
Effect of Dilutive Securities:
Convertible Preferred Stock - 2,249,000
Options - 1,759,000
Warrants - 2,076,000
------------- --------------
Income per Share--Diluted:
Income available to common
stockholders + assumed
conversions $ 445,000 28,533,000 $ 0.02
============= ============== =============
</TABLE>
-7-
<PAGE>
NOTE 7. DISCONTINUED OPERATIONS:
------------------------
In 1997, the Company closed the software commercialization business unit of
Resources Biometrics, Inc. ("RBI"), a wholly-owned subsidiary of the Company.
Accordingly, all operating results were reclassified from continuing operations
to discontinued operations. In addition, a loss on the disposal of this unit of
$1,547,000 was recorded. For the three-month period ended March 31, 1997,
$300,000 of operating losses have been reclassified from continuing operations
to discontinued operations. The loss on disposal is comprised mainly of
severance, software asset write-offs, contract completion costs and future rent
related to abandoned office space. The remaining liabilities related to the loss
on disposal at March 31, 1998 are $129,452 and are included in Accrued expenses
on the consolidated balance sheet
NOTE 8. RESTRUCTURING CHARGES:
----------------------
In 1997, the Company implemented a restructuring plan for the International
CRO. The Company has recorded a one-time restructuring charge of $1,208,000,
consisting primarily of termination benefits for fourteen employees and an
accrual for lease-related charges. As of March 31, 1998, all fourteen employees
have been terminated and $433,000 of termination benefits have been paid. In
addition, lease-related costs of $138,000 have been paid.
NOTE 9: COMPREHENSIVE INCOME:
---------------------
Effective January 1, 1998, the Company adopted Statement of Financial
Accounting Standards No. 130, "Reporting Comprehensive Income" ("SFAS 130").
SFAS 130 requires the reporting of comprehensive income in addition to net
income from operations. Comprehensive income is a more inclusive financial
reporting methodology that includes disclosure of certain financial information
that historically has not been recognized in the calculation of net income.
The only item of other comprehensive income for the Company is the
cumulative translation adjustment resulting from the translation of the
Company's foreign operations, assets and liabilities into U.S. Dollars. The
Company's comprehensive income for the three months ended March 31, 1998 was
$681,000 as compared to a comprehensive loss of $125,000 for the comparable 1997
period.
-8-
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
-------------------------------------------------
CONDITION AND RESULTS OF OPERATIONS
-----------------------------------
GENERAL
As of March 30, 1998, IBAH entered into a definitive Agreement and Plan of
Merger (the "Merger Agreement") with Omnicare, Inc. ("Omnicare") under which
Omnicare will acquire IBAH in a stock-for-stock merger (the "Merger").
In the Merger, each outstanding IBAH common share will be converted into
$5.75 market value of Omnicare common shares, subject to the terms of the Merger
Agreement including, among other things, obtaining the approval of the IBAH
stockholders and certain regulatory authorities. Omnicare expects to issue
approximately $169 million in Omnicare stock. The transaction is structured as a
tax-free pooling of interests.
In connection with the execution of the Merger Agreement, Omnicare and IBAH
entered into a Stock Option Agreement dated as of March 30, 1998 (the "Stock
Option Agreement") under which IBAH has granted Omnicare an option to purchase
up to 4,685,315 newly issued IBAH common shares (approximately 19.9% of the
outstanding IBAH common shares as of March 30, 1998) at $5.75 per share if
certain triggering events occur.
In addition, in connection with the Merger Agreement, certain holders of
IBAH common shares and IBAH preferred shares entered into Voting Agreements
dated as of March 30, 1998 (the "Voting Agreements") pursuant to which they have
agreed with Omnicare, subject to certain exceptions, to vote such holders' IBAH
stock in favor of the adoption of the Merger Agreement and approval of the
Merger, to vote against any contrary transaction, to grant to Omnicare an
irrevocable proxy to vote such IBAH stock and not to dispose of such IBAH stock.
IBAH preferred shares are entitled to vote on an as-converted basis with IBAH
common shares (giving the holders who agreed with Omnicare to vote in favor of
the Merger approximately 24.3% of the outstanding IBAH voting stock as of March
30, 1998). Additionally, the remaining holders of IBAH preferred shares have
agreed that they will not consent to or otherwise facilitate any transaction
that is inconsistent with the Merger, but are not otherwise restricted from
disposing of any IBAH stock held by them prior to stockholder vote on the Merger
to the extent such disposition is in accordance with applicable securities laws.
The Company anticipates that the Merger will be consummated, in the third
quarter of 1998.
-9-
<PAGE>
RESULTS OF OPERATION
Three months ended March 31, 1998 versus the three months ended March 31, 1997
<TABLE>
<CAPTION>
IBAH, Inc.
Consolidated Statements of Operations For the Three Months Ended
(amounts in thousands) March 31,
-----------------------------------------------
1998 1997
---------------------- ----------------------
<S> <C> <C> <C> <C>
Revenues $ 38,465 144.3% $ 28,580 148.0%
Less- Reimbursed costs 11,808 44.3% 9,263 48.0%
-------- ------ -------- ------
Net revenues 26,657 100.0% 19,317 100.0%
Operating expenses:
Direct 15,260 57.2% 10,659 55.2%
Selling, general and administrative 9,922 37.2% 8,129 42.1%
-------- ------ -------- ------
Operating income 1,475 5.5% 529 2.7%
Interest income (expense), net (71) (0.3%) 152 0.8%
-------- ------ -------- ------
Income from continuing operations before taxes 1,404 5.3% 681 3.5%
Income taxes 645 2.4% 236 1.2%
-------- ------ -------- ------
Income from continuing operations 759 2.8% 445 2.3%
Loss from discontinued operations - -% (300) (1.6%)
-------- ------ -------- ------
Net income $ 759 2.8% $ 145 0.8%
======== ====== ======== ======
</TABLE>
Total revenues for the three months ended March 31, 1998 were $38,465,000,
an increase of 34.6% over the same period in 1997. Net revenues were
$26,657,000 for the three months ended March 31, 1998, an increase of 38.0% over
the comparable 1997 period. The larger rate of growth in net revenues versus
total revenues is related primarily to a decline in Pharmaceutics Services
reimbursed costs resulting from a 1997 project with significant reimbursable
costs. All operating divisions contributed to the overall increase in net
revenues in 1998 over 1997: US CRO up 20.0%, International CRO up 84.7% and
Pharmaceutics Services up 57.5%. The increase in net revenues year over year
reflects the continued growth in outsourcing by pharmaceutical and biotechnology
companies and the benefits of the Company's sales and marketing efforts.
Direct expenses for the first quarter of 1998 were $15,260,000, or 57.2% of
net revenues, as compared to 55.2% in the first quarter of 1997. The increase in
direct expenses as a percentage of net revenues from year to year was due to
increases in the US CRO and Pharmaceutics Services offset by an improvement in
the International CRO. The increase in direct expenses as a percentage of net
revenues in the US CRO is a result of a change in mix in service revenues
including a particularly favorable margin contract with revenue in the first
quarter of 1997. The increase in Pharmaceutics Services results from heavy
infrastructure investments due to the dramatic growth and associated expansion
costs connected with the division's rapid revenue growth. The Company
anticipates improvements in Pharmaceutics Services during the second half of the
year. Direct expenses as a percentage of net revenues in the International CRO
have improved significantly quarter over quarter. This improvement results
mainly from the capacity utilization enhancements.
Selling, general and administrative expenses for the first quarter of 1998
were $9,922,000, or 37.2% of net revenues, as compared to 42.1% for the same
period in 1997. The improvement resulted from leveraging these expenses over a
larger business volume. This improvement was principally concentrated in the US
and International CRO businesses.
-10-
<PAGE>
Operating income increased 179% to $1,475,000 in the first quarter of 1998.
The increase arises primarily from the improvements in the International CRO
operations.
Net interest expense for the first quarter of 1998 was $71,000 as compared
to net interest income of $152,000 in the comparable 1997 period. The change was
due to a decrease in cash and short-term investment balances and the addition of
a $7,000,000 term loan in late 1997, of which a $6,286,000 was outstanding as of
March 31, 1998.
Income taxes were $645,000 for the first quarter of 1998 versus $236,000
for the same period in 1997. The increase is related primarily to the increased
operating income and reduced remaining net operating loss carryforwards
available to offset income.
The loss from discontinued operations in 1997 relates to the operating
results of the RBI software commercialization unit that was closed in June 1997.
There is no comparable loss in 1998.
Net income for the first quarter of 1998 was $759,000, or $0.03 per share
on a diluted basis, versus $145,000, or $0.01 per share on a diluted basis, for
the comparable prior year period. Excluding discontinued operations in 1997,
the first quarter 1997 net income was $445,000 or $0.02 per share on a diluted
basis.
DIVISIONAL STATEMENTS OF OPERATIONS
COMPARISON OF FIRST QUARTER 1998 AND 1997 RESULTS
(AMOUNTS IN THOUSANDS)
<TABLE>
<CAPTION>
US CRO INTERNATIONAL CRO PHARMACEUTICS CONSOLIDATED
---------------------- --------------------- -------------------- --------------------
1998 1997 (1) 1998 1997 1998 1997 1998 1997
---- -------- ---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Net revenues $15,673 $ 13,057 $7,632 $ 4,132 $3,352 $2,128 $26,657 $19,317
---------------------- -------------------- -------------------- --------------------
Operating expenses:
Direct expenses 8,620 6,606 4,255 2,800 2,385 1,253 15,260 10,659
SG&A 5,311 4,627 3,726 2,975 885 527 9,922 8,129
--------------------- -------------------- -------------------- -------------------
Operating income (loss) $ 1,742 $ 1,824 $ (349) $(1,643) $ 82 $ 348 $ 1,475 $ 529
====================== ==================== ==================== ====================
</TABLE>
The information presented in the above table does not purport to be
indicative of future results of operations.
(1) Excludes the discontinued operations of the RBI software commercialization
unit
Net revenues of the US CRO increased by 20.0% on a comparable quarter
basis. Operating income was $1,742,000 for the first quarter of 1998, a 4.5%
decrease over the comparable quarter of 1997. The decrease in operating income
was attributed to a particularly favorable first quarter in 1997, related to the
filing of an exceptionally large NDA, which is also reflected in the Company's
1996's fourth quarter.
Pharmaceutics net revenues increased to $3,352,000 a 57.5% increase over
the first quarter of 1997. Operating income in the first quarter of 1998
decreased to $82,000 from $348,000 in the comparable 1997 period, a decrease of
76.4%. Operating income has decreased resulting from heavy infrastructure
investments due to the dramatic growth and associated expansion costs connected
with the division's rapid revenue growth.
International net revenues increased by 84.7% from the first quarter of
1997 to the first quarter of 1998. The operating loss in the first quarter of
1998 decreased to $349,000 from $1,643,000 in 1997, an improvement of 78.8%.
This significant improvement relates primarily to enhanced capacity
-11-
<PAGE>
utilization in 1998. Productivity in 1997 was negatively impacted by a major
project that was placed on hold in the middle of 1996 and not re-initiated until
March 1997. The first quarter of 1998 represents the fourth consecutive quarter
improvement of International CRO operating results, excluding the non-recurring
charges for restructuring and merger costs in 1997.
VALUATION ALLOWANCE
- -------------------
Reference is made to the Company's Form 10-K/A-2 for a discussion of the
Company's valuation allowance associated with its deferred tax asset for net
operating loss carryforwards. In the Form 10-K/A-2 the Company stated that at
December 31, 1997, the status of three large projects were uncertain. In the
second quarter of 1998 management became aware of certain customer decisions
with respect to two such contracts which indicated the projects will proceed;
however the timing is still uncertain. With respect to the third project, no
significant additional information has been received. As a result, as reflected
in Note 11 to the Financial Statements of the Form 10-K/A-2, the Company
believes that the weight of evidence available at March 31, 1998 indicates it is
more likely than not these carryforwards will not be realized.
LIQUIDITY AND CAPITAL RESOURCES
- -------------------------------
As of March 31,1998, the Company had cash, cash equivalents and short-term
investments of $12.1 million as compared to $10.8 million as of December 31,
1997. The increase in cash from December 31, 1997 to March 31, 1998 was
principally due to $3.2 million in positive cash flow from operations offset by
$1.1 million of property and equipment purchases and $800,000 in debt
repayments. The $3.2 million in positive operating cashflow is primarily the
result of the timing of receivable collection. Working capital as of March 31,
1998 was $8,494,000 substantially the same as the $8,509,000 level as of
December 31, 1997.
As of March 31, 1998, the Company has available $4,219,000 under its
existing line of credit facility with its bank.
During 1998, the Company anticipates to incur capital expenditures of
approximately $8 million. These expenditures relate primarily to the next phase
of expansion at the Pharmaceutics Services Division and continued investment in
the Company's technology infrastructure. To help finance these additional
capital improvements, the Company received a commitment from its bank for a $5
million loan. This loan will bear interest at 7.5% and will be repayable in 47
equal monthly installments beginning six months after the first draw under the
loan, which is anticipated to occur during 1998.
Although the Company does not believe that it requires financing for
working capital purposes, it may seek additional cash infusions for expansion of
operations, for strategic acquisitions or for competitive reasons. Based on the
foregoing and other factors, and while there can be no assurance that external
financing will be available on terms acceptable to the Company, the Company
believes that it has, or has access to, adequate working capital to meet its
strategic objectives and fund its operations for the foreseeable future.
Any statements made herein that relate to future plans, events or
performance, are "forward-looking statements." All such statements involve risks
and uncertainties that could cause actual results to differ materially from
those anticipated. Factors that might cause such a difference include, but are
not limited to, actual operating performance; the degree of success in
attracting and obtaining new business; the loss or delay of existing business
for regulatory or other reasons, such as competition or consolidation; the costs
and risks associated with identifying, completing and integrating the Omnicare
transaction or future acquired businesses or expanding existing lines of
business; the continued improvement of the performance of the International CRO.
Additional factors that could cause actual results to differ materially are
discussed in the Company's recent filings with the Securities and Exchange
Commission including, but not limited to, its Annual Report on Form 10-K/A, its
Quarterly Reports on Form 10-Q, and its other periodic reports.
-12-
<PAGE>
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
None.
ITEM 2. CHANGES IN SECURITIES
None.
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
27.1 Financial Data Schedule.
27.2 Revised Financial Data Schedule.
(B) REPORTS ON FORM 8-K
On April 2, 1998 the Company filed a report on Form 8-K to report on the
Merger Agreement with Omnicare, Inc.
-13-
<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 22, 1998 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 22, 1998 By: /s/ Geraldine A. Henwood
------------------------
Geraldine A. Henwood
Chief Executive Officer
(Principal Executive Officer)
Date: May 22, 1998 By: /s/ Cornelius H. Lansing, II
----------------------------
Cornelius H. Lansing, II
Chief Financial Officer
(Principal Financial Officer)
-14-
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit No. Exhibit SEQUENTIALLY
NUMBERED PAGE
<S> <C> <C>
27.1 Financial Data Schedule. 16
27.2 Revised Financial Data Schedule. 17
</TABLE>
-15-
<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, 1998, 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-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> MAR-31-1998
<CASH> 0
<SECURITIES> 2,102
<RECEIVABLES> 33,941
<ALLOWANCES> 589
<INVENTORY> 0
<CURRENT-ASSETS> 47,420
<PP&E> 24,577
<DEPRECIATION> 10,351
<TOTAL-ASSETS> 95,963
<CURRENT-LIABILITIES> 38,926
<BONDS> 5,861
0
7
<COMMON> 235
<OTHER-SE> 51,039
<TOTAL-LIABILITY-AND-EQUITY> 95,963
<SALES> 0
<TOTAL-REVENUES> 26,657
<CGS> 0
<TOTAL-COSTS> 15,260
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 179
<INCOME-PRETAX> 1,404
<INCOME-TAX> 645
<INCOME-CONTINUING> 759
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 759
<EPS-PRIMARY> 0.03
<EPS-DILUTED> 0.03
</TABLE>
<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 OPERATION AS OF, AND FOR THE THREE-MONTH PERIOD ENDED,
MARCH 31, 1997, AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL
STATEMENTS.
</LEGEND>
<RESTATED>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> MAR-31-1997
<CASH> 0
<SECURITIES> 6,229
<RECEIVABLES> 27,666
<ALLOWANCES> 555
<INVENTORY> 0
<CURRENT-ASSETS> 43,361
<PP&E> 15,344
<DEPRECIATION> 7,305
<TOTAL-ASSETS> 86,830
<CURRENT-LIABILITIES> 33,832
<BONDS> 1,633
0
7
<COMMON> 225
<OTHER-SE> 50,563
<TOTAL-LIABILITY-AND-EQUITY> 86,830
<SALES> 0
<TOTAL-REVENUES> 19,317
<CGS> 0
<TOTAL-COSTS> 10,659
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 66
<INCOME-PRETAX> 681
<INCOME-TAX> 236
<INCOME-CONTINUING> 445
<DISCONTINUED> 300
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 145
<EPS-PRIMARY> 0.01
<EPS-DILUTED> 0.01
</TABLE>
