<PAGE>
FORM 6-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
REPORT OF FOREIGN ISSUER
Pursuant to Rule 13a-16 or 15d-16 of
the Securities Exchange Act of 1934
Dated July 15, 1999
PHOENIX INTERNATIONAL LIFE SCIENCES INC.
(TRANSLATION OF REGISTRANT'S NAME INTO ENGLISH)
2350 COHEN STREET
SAINT LAURENT, QUEBEC CANADA H4R 2N6
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
Indicate by check mark whether the registrant files or will file annual
reports under cover Form 20-F or Form 40-F.
Form 20-F Form 40-F X (commenced in calendar year 1998)
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Indicate by check mark whether the registrant by furnishing the
information contained in this Form is also thereby furnishing the information to
the Commission pursuant to Rule 12g3- 2(b) under the Securities Exchange Act of
1934.
Yes No X
----
If "Yes" is marked, indicate below the file number assigned to the
registrant in connection with Rule 12g3-2(b):
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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.
PHOENIX INTERNATIONAL LIFE SCIENCES INC.
----------------------------------------
(Registrant)
Date: JULY 15, 1999 By: /s/ David Moszkowski
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David Moszkowski
Senior Vice President and
Chief Financial Officer
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EXHIBIT 99.1
Press Release
Immediate Release
PHOENIX INTERNATIONAL LIFE SCIENCES INC. ANNOUNCES FINANCIAL
RESULTS FOR THE THIRD QUARTER OF FISCAL 1999
Montreal, July 14, 1999 - Phoenix International reported consolidated net
revenues of $66.5 million for the third quarter of fiscal 1999 ended May 31,
1999, a growth of 30% compared to $51.1 million for the corresponding period of
fiscal 1998, as restated to include the ANAWA and Clinserve acquisitions under
U.S. GAAP pooling of interest accounting. The year on year organic growth in net
revenues in the third quarter was 9%.
Year to date net revenue is $ 183.6 million compared to $ 121.4 million for the
corresponding nine-month period or an increase of 51%, with organic growth at
16%.
Phoenix International's net income on a US GAAP basis for the third quarter was
$ 3,330,000 or $0.13 per share as compared to $ 3,619,000 or $0.15 per share for
the equivalent period in fiscal 1998. On a year to date basis, the company's net
income on a U.S. GAAP basis is $ 6,921,000 or $ 0.26 per share before the merger
costs of $ 800,000 ($ 0.03 per share) related to the Clinserve & McKnight
acquisitions under pooling of interest method, as compared to $ 6,609,000 or $
0.27 per share for the same period last year. Cash flow from operations before
working capital changes increased 19% to $16.3 million for the nine months ended
May 31, 1999, compared to $13.7 million in the same period of fiscal 1998.
On a Canadian GAAP basis, the net income was $ 2,388,000 in the third quarter of
fiscal 1999 or $0.09 per share as compared to $ 3,126,000 or $0.13 per share in
the corresponding period of fiscal 1998. Gross margin was 36.4%, as compared to
41.3% for the same period in the prior year quarter.
As previously announced, Phoenix acquired Chrysalis International Corporation on
April 30, 1999 and one-month results are included in this presentation.
Unprofitable business units of Chrysalis were discontinued prior to acquisition.
Dr. John Hooper, Chairman and CEO commented:
As predicted, the factors that produced a revenue shortfall in our
second quarter carried through into our third quarter. However the
major factor, a shortfall in Montreal LC/MS revenues, appears to have
resolved and we expect that in the fourth quarter our Montreal LC/MS
operation will perform as originally expected.
Following a period of intense acquisition, management will be reviewing all
operations, both acquired and core, with a view to rationalising these in the
near future to provide increased
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profitability in the year 2000.
Phoenix International is a contract research organisation (CRO) providing a wide
spectrum of clinical, analytical, preclinical, drug discovery support and
ancillary services to the pharmaceutical and biotechnology industries. Since
beginning its operations in 1989, Phoenix International has grown to
approximately 2,300 employees, of whom more than 200 have either medical degrees
or PhD's and over 250 others have masters degrees.
This release contains "forward-looking" statements regarding future results and
events, including statements regarding expected future revenues, earnings and
growth rates and goals and operating plans of management. Phoenix's actual
future results may differ significantly from the results discussed in the
forward-looking statements contained in this release. Factors that may cause
such a difference include, but are not limited to: the inability of Phoenix to
win new business at the levels required; the cancellation or delay of contracts;
risks associated with the management of growth and the ability to attract and
retain employees; risks of integrating newly acquired businesses; competition;
any claims for patent infringement; unanticipated costs in connection with Year
2000 conversion; the ability to obtain future financing; adverse regulatory
developments; foreign exchange rate fluctuations; and uncertainty surrounding
the Euro.
FOR MORE INFORMATION, PLEASE CONTACT DAVID MOSZKOWSKI, C.A.
Senior Vice-President and Chief Financial Officer
Phoenix International Life Sciences Inc.
Tel: (514) 333-0033 Fax: (514) 335-8351
E-mail: [email protected]
-2-
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EXHIBIT 99.2
Phoenix International Life Sciences Inc.
CONSOLIDATED STATEMENTS OF INCOME
US GAAP
Third Quarter ended May 31
Unaudited
[In thousands of Canadian dollars except per share amounts]
<TABLE>
<CAPTION>
Third Quarter Nine Months
1999 1998 1999 1998
<S> <C> <C> <C> <C>
$ $ $ $
Gross revenues 79,869 69,282 227,492 150,726
Reimbursed costs 13,412 18,211 43,915 29,317
Net revenues 66,457 51,071 183,577 121,409
Direct costs - net of
refundable tax credits 42,287 29,985 113,154 72,881
Gross profit 24,170 21,086 70,423 48,528
Expenses - net of refundable
tax credits
Selling, general and
administrative 19,066 14,686 56,371 36,122
Internal research and
development 547 1,030 2,149 2,778
Amortization of goodwill 444 379 1,081 545
Interest expense 1,014 1,427 3,609 1,988
21,071 17,522 63,210 41,433
Other income 359 696 919 697
Nonrefundable tax credits 1,000 2,800 3,250 3,600
Income before income taxes 4,458 7,060 11,382 11,592
Income taxes 1,128 3,441 4,461 4,983
Net income before merger costs 3,330 3,619 6,921 6,609
Basic income per share 0.13 0.15 0.26 0.27
before merger costs
Merger Costs -- 368 800 368
Net income 3,330 3,251 6,121 6,241
Basic and diluted income 0.13 0.13 0.23 0.25
per share
Weighted average shares 26,414,516 24,826,446 26,176,623 24,819,545
outstanding
</TABLE>
<PAGE>
Phoenix International Life Sciences Inc.
CONSOLIDATED STATEMENTS OF INCOME
CANADIAN GAAP
Third Quarter ended May 31
Unaudited
[In thousands of Canadian dollars except per share amounts]
<TABLE>
<CAPTION>
Third Quarter Nine Months
1999 1998 1999 1998
<S> <C> <C> <C> <C>
$ $ $ $
Gross revenues 79,869 66,816 225,439 142,096
Reimbursed costs 13,412 18,211 43,915 29,317
Net revenues 66,457 48,605 181,524 112,779
Direct costs - net of
refundable tax credits 42,287 28,352 112,011 67,089
Gross profit 24,170 20,253 69,513 45,690
Expenses - net of refundable
tax credits
Selling, general and
administrative 19,065 14,074 55,730 34,008
Internal research and
development 547 1,030 2,149 2,778
Amortization of goodwill 936 685 2,479 1,398
Interest expense 1,014 1,403 3,584 1,909
21,562 17,192 63,942 40,093
Other income 359 695 919 894
Nonrefundable tax credits 1,000 2,800 3,250 3,600
Income before income taxes 3,967 6,556 9,740 10,091
Income taxes 1,579 3,430 4,893 4,940
Net income 2,388 3,126 4,847 5,151
Basic income per share 0.09 0.13 0.19 0.21
Weighted average shares 26,414,516 24,476,012 25,879,302 24,352,300
outstanding
</TABLE>
CONSOLIDATED STATEMENTS OF RETAINED EARNINGS
CANADIAN GAAP
For the nine months ended May 31
Unaudited
[In thousands of Canadian dollars]
<TABLE>
<CAPTION>
1999 1998
<S> <C> <C>
$ $
Retained earnings, beginning of period 18,259 9,192
Net income 4,847 5,151
Share issue costs (1,253) --
Retained earnings, end of period 21,853 14,343
</TABLE>
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Phoenix International Life Sciences Inc.
CONSOLIDATED BALANCE SHEETS
Canadian GAAP
Unaudited
<TABLE>
<CAPTION>
[In thousands of Canadian dollars] 31-May 28-Feb 31-Aug
1999 1999 1998
<S> <C> <C> <C>
$ $ $
ASSETS
Current
Cash 31,967 34,930 17,009
Marketable securities 3,500 2,550 2,000
Accounts receivable 63,289 43,378 47,712
Investment tax credits recoverable 1,853 4,822 3,362
Costs and estimated profit in excess of progress
billings on contracts in progress 35,383 28,264 27,847
Other 10,372 8,893 6,846
146,364 122,837 104,776
Capital assets 92,454 63,673 56,638
Other assets 145,071 126,241 110,056
383,889 312,751 271,470
LIABILITIES AND SHAREHOLDERS' EQUITY
Current
Bank indebtedness 10,096 5,741 831
Accounts payable and 78,783 59,661 52,041
accrued liabilities
Progress billings in excess of costs and
estimated profit on contracts
in progress 58,231 48,263 34,882
Current portion of long-term debt and
capital lease
obligations 9,185 7,497 7,080
156,295 121,162 94,834
Long-term debt and
capital lease obligations 60,539 41,200 42,440
Other deferred credits 8,404 3,761 4,243
225,238 166,123 141,517
Shareholders' equity
Capital stock 137,945 125,239 110,559
Retained earnings 21,853 20,718 18,259
Cumulative translation adjustment (1,147) 671 1,135
158,651 146,628 129,953
383,889 312,751 271,470
</TABLE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
31-May-99
1) These interim financial statements are the responsibilty of management
and, in its opinion, include all the adjustments, which are of a normal
recurring nature, necessary for a fair statement of the results for the
interim period presented.
2) Diluted earnings per share have not been presented as they do not
differ materially from basic earnings per share.
<PAGE>
Phoenix International Life Sciences Inc.
CONSOLIDATED STATEMENTS OF
CASH FLOW
CANADIAN GAAP
For the nine months ended May 31,
Unaudited
[In thousands of Canadian dollars]
<TABLE>
<CAPTION>
1999 1998
<S> <C> <C>
$ $
OPERATING ACTIVITIES
Net income 4,847 5,151
Items not affecting cash
Amortization 11,443 8,579
16,290 13,730
Net change in non-cash working capital items related
to operations 26,176 1,312
Cash provided by operating activities 42,466 15,042
INVESTING ACTIVITIES
Capital asset additions (22,458) (8,490)
Acquistion of IRG -- (35,062)
Acquisition of Chrysalis (22,203) --
Proceeds on disposal of KCAS 3,672 --
Other assets (678) 345
Cash used in investing activities (41,667) (43,207)
FINANCING ACTIVITIES
Assumption of long-term debt 28,640 42,200
Repayment of long-term debt (19,630) (2,774)
Other deferred credits and long-term liabilities (674) 217
Issue of shares 454 11
Increase (decrease) in bank indebtedness 8,276 4,869
Proceeds on sale (purchase) of marketable securities (1,235) 5,250
Repayment of debentures -- (5,250)
Cash provided by financing activities 15,831 44,523
Effect of exchange rate changes on cash (1,672) 92
Increase in cash during the period 14,958 16,358
Cash beginning of period 17,009 2,530
Cash end of period 31,967 18,888
</TABLE>
