QUINTILES TRANSNATIONAL CORP
8-K, 1998-02-04
COMMERCIAL PHYSICAL & BIOLOGICAL RESEARCH
Previous: RENAISSANCE CAPITAL GROWTH & INCOME FUND III INC, SC 13D, 1998-02-04
Next: AMERICAN DIVERSIFIED GROUP INC, S-8 POS, 1998-02-04



<PAGE>   1
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549



                                    FORM 8-K


                                 CURRENT REPORT

                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934


       Date of Report (Date of earliest event reported): February 4, 1998





                          QUINTILES TRANSNATIONAL CORP.
             (Exact name of registrant as specified in its charter)


 NORTH CAROLINA                  340-23520                     56-1714315
 (State or other           (Commission File No.)             I.R.S. Employer
  jurisdiction                                            Identification Number
of incorporation)


         4709 CREEKSTONE DRIVE, RIVERBIRCH BUILDING, SUITE 200, DURHAM,
                           NORTH CAROLINA 27703-8411
                    (Address of principal executive offices)


                                 (919) 941-2000
              (Registrant's telephone number, including area code)


                                       N/A
          (Former name or former address, if changed since last report)




<PAGE>   2



ITEM 5.           OTHER EVENTS.

         On January 26, 1998, Quintiles Transnational Corp. (the "Company")
issued a press release regarding its financial results for the period ended
December 31, 1997. A copy of the press release is attached hereto as Exhibit
99.01 and incorporated by reference herein.

ITEM 7.

         (C)      EXHIBITS

<TABLE>
<CAPTION>
           Exhibit No.         Description of Exhibit
           -----------         ----------------------

           <S>                 <C>  
           99.01               Press release, dated January 26, 1998.
</TABLE>


<PAGE>   3



                                   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 hereunto duly authorized.


                                    QUINTILES TRANSNATIONAL CORP.


                                    By:    /s/ Rachel R. Selisker
                                           -------------------------------
Dated: February 4, 1998                    Rachel R. Selisker
                                           Chief Financial Officer 
                                           and Executive Vice
                                           President Finance



<PAGE>   4



                                  EXHIBIT INDEX



<TABLE>
<CAPTION>
           Exhibit No.        Description of Exhibit
           -----------        ----------------------

           <S>                <C> 
           99.01              Press release, dated January 26, 1998
</TABLE>



















<PAGE>   1
                                                                  EXHIBIT 99.01


FOR IMMEDIATE RELEASE                                        WWW.QUINTILES.COM


CONTACT:  Pat Grebe, Media Relations ([email protected])
          Greg Connors, Investor Relations ([email protected])
          (919) 941-2000


            QUINTILES REPORTS RECORD REVENUE OF $814 MILLION FOR 1997


RESEARCH TRIANGLE PARK, N.C. - January 26, 1998 - Quintiles Transnational Corp.
(Nasdaq: QTRN) today announced record financial results for the quarter and
year ended December 31, 1997.  Net revenue for the year was $814 million, a 47%
increase over net revenue of $554 million for 1996.  Net income available to
common shareholders grew 59% to $55 million over $35 million for 1996.  Diluted
earnings per share grew 50% to $0.75 compared to $0.50 for 1996.  The earnings
comparisons with 1996 exclude non-recurring costs incurred during 1996.

Net revenue for the fourth quarter 1997 increased 40% to $234 million, from
$167 million for the fourth quarter 1996.  Net income available to common
shareholders grew 62% to $17 million versus $10 million for the 1996 fourth
quarter.  Diluted earnings per share grew 52% to $0.22 compared to $0.15 for
the fourth quarter of 1996.  Again, the comparisons with the 1996 fourth
quarter exclude non-recurring costs incurred during 1996.

The 1996 financial results for Quintiles have been restated for several
strategic acquisitions completed during 1997 which were accounted for as
poolings of interests.  When compared to the 1996 results as originally
reported, net revenues grew 52% in 1997, the operating margin improved from
9.8% to 10.8% and diluted earnings per share grew 59%.  For the fourth quarter
of 1997, net revenues increased 44% and diluted fourth quarter earnings per
share increased 63% as compared to the fourth quarter of 1996 without
restatements.  The earnings comparisons with 1996 exclude non-recurring costs
incurred during 1996.

Business development was strong during 1997, resulting in a backlog at year-end
of $1.06 billion in contract services to be performed in the future.  This
represents a 50% increase in backlog from $708 million at the end of 1996.

Dennis Gillings, Ph.D., Chairman and CEO, said: "We began 1997 as the No. 1
company in our industry and I'm proud to say we widened the gap by substantial
revenue increases as the year progressed.  I'm particularly proud of the 50
percent increase in business development backlog, which reflects our success in
meeting our customers' needs.

<PAGE>   2
"Breaking the $800 million barrier is extremely gratifying.  Our size is
creating the opportunity for greater efficiencies and new ways to speed products
from the development stage to launch and peak sales in a world market."

Quintiles Transnational Corp. is the market leader in providing full-service
contract research, sales, marketing and healthcare policy consulting and health
information management services to the worldwide pharmaceutical, biotechnology,
medical device and healthcare industries.  Quintiles is headquartered near
Research Triangle Park, North Carolina.  Our 10,000 employees serve customers
in customized operating units in 25 countries.

Information in the press release contains "forward-looking statements."  These
statements involve risks and uncertainties that could cause actual results to
differ materially, including without limitation, the ability of recently
combined businesses to be integrated with Quintiles' current operations, actual
operation performance, the ability to maintain large client contracts or to
enter into new contracts, and the actual costs of the combining of the
businesses.  Particularly, backlog reflects current customer commitments which
are subject to delay, change and cancellation and other factors, many of which
are beyond the control of the company.  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 S-3 and S-4 Registration Statements and its periodic reports.

                                      ###

<PAGE>   3
Condensed Consolidated Statements of Income
(Unaudited)

<TABLE>
<CAPTION>
                                                                                              Excluding Non-Recurring Charges
                                                                                          ----------------------------------------
                                                  Three Months Ended     Year Ended       Three Months Ended      Year Ended
                                                  December 31, 9997   December 31, 1997   December 31, 1996*   December 31, 1996**
- ---------------------------------------------     -------------------------------------   ------------------   ------------------- 
<S>                                               <C>                 <C>                 <C>                  <C>
In thousands, except per share data


Net revenue                                                 233,714             814,476              167,170               554,227

Costs and expenses:
  Direct                                                    119,992             421,855               85,002               278,981
  General and administrative                                 77,509             267,463               57,160               192,184
  Depreciation and amortization                              11,050              37,459                7,381                25,195
  Non-recurring:
    Restructuring                                                 -                   -                    -                     - 
    Special pension contribution                                  -                   -                    -                     -
- --------------------------------------------      -------------------------------------   ----------------------------------------
Total costs and expenses                                    208,551             726,777              149,543               496,360
- ---------------------------------------------     -------------------------------------   ----------------------------------------
Income from operations                                       25,163              87,699               17,627                57,867


Other income (expense)                                         (236)             (2,121)                (865)               (2,422)
- ---------------------------------------------     -------------------------------------   ----------------------------------------
Income before income taxes                                   24,927              85,578               16,762                55,445
Income taxes                                                  8,160              30,262                5,930                18,808
- ---------------------------------------------     -------------------------------------   ----------------------------------------

Net income                                                   16,767              55,316               10,832                36,637

Non-equity dividend                                               -                   -                 (478)               (1,785)

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

Net income available to common shareholders                 $16,767             $55,316              $10,354               $34,852
- ---------------------------------------------     -------------------------------------   ----------------------------------------

Basic net income per share**                                $  0.23             $  0.76              $  0.15               $  0.52

Diluted net income per share**                              $  0.22             $  0.75              $  0.15               $  0.50
- ---------------------------------------------     -------------------------------------   ----------------------------------------


Shares used in computing net income per share
      Basic                                                  73,635              72,394               67,392                67,377
      Diluted                                                74,892              73,931               70,210                70,013

<CAPTION>
                                                      Including Non-Recurring Charges                         
                                                  -----------------------------------------
                                                  Three Months Ended       Year Ended                         
                                                  December 31, 1996*    December 31, 1996*
- ---------------------------------------------     -----------------------------------------
<S>                                               <C>                   <C>
In thousands, except per share data


Net revenue                                                  167,170               554,227

Costs and expenses:
  Direct                                                      85,002               278,981
  General and administrative                                  57,160               192,184
  Depreciation and amortization                                7,381                25,195
  Non-recurring:
    Restructuring                                             10,729                13,102
    Special pension contribution                                   -                 2,329
- --------------------------------------------      -----------------------------------------     
Total costs and expenses                                     160,272               511,791
- ---------------------------------------------     -----------------------------------------
Income from operations                                         6,898                42,436


Other income (expense)                                       (17,983)              (19,539)
- ---------------------------------------------     -----------------------------------------
Income before income taxes                                   (11,085)               22,897
Income taxes                                                   2,251                14,015
- ---------------------------------------------     ----------------------------------------

Net income                                                   (13,336)                8,882

Non-equity dividend                                             (478)               (1,785)

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

Net income available to common shareholders                 ($13,814)               $7,097
- ---------------------------------------------     -----------------------------------------

Basic net income per share**                                ($  0.21)               $ 0.11

Diluted net income per share**                              ($  0.21)               $ 0.10
- ---------------------------------------------     -----------------------------------------


Shares used in computing net income per share
      Basic                                                   67,392                67,377
      Diluted                                                 67,392                70,013
</TABLE>

*    Restated to include Innovex,Ltd., BRI International, Inc., Medical Action 
     Communication Limited, Cerebro Vascular Advances, and Clindepharm
     International (Pty) Limited acquired by the Company through transactions
     accounted for as poolings of interests.
**   Restated to reflect the November 1997 two-for-one stock split


© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission