SECURITIES AND EXCHANGE COMMISSION
Form 10-Q
Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act
For the Quarterly Period Ended June 30, 2003
Commission file number 000-23520
Quintiles Transnational Corp.
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North Carolina
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56-1714315 | |
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(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) | |
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4709 Creekstone Dr., Suite 200
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Durham, NC
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27703-8411 | |
| (Address of principal executive offices) | (Zip Code) | |
(919) 998-2000
N/A
Indicate by check mark whether the registrant (1) has filed all reports required 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. x Yes o No
Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). x Yes o No
The number of shares of Common Stock, $.01 par value, outstanding as of June 30, 2003 was 118,501,009.
INDEX
| Page | ||||||
| PART I. FINANCIAL INFORMATION | ||||||
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Item 1.
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Financial Statements (unaudited) Condensed consolidated balance sheets June 30, 2003 and December 31, 2002 | 2 | ||||
| Condensed consolidated statements of operations Three months ended June 30, 2003 and 2002; six months ended June 30, 2003 and 2002 | 3 | |||||
| Condensed consolidated statements of cash flows Six months ended June 30, 2003 and 2002 | 4 | |||||
| Notes to condensed consolidated financial statements June 30, 2003 | 5 | |||||
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Item 2.
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Managements Discussion and Analysis of Financial Condition and Results of Operations | 22 | ||||
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Item 3.
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Quantitative and Qualitative Disclosure about Market Risk | 40 | ||||
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Item 4.
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Controls and Procedures | 40 | ||||
| PART II. OTHER INFORMATION | ||||||
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Item 1.
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Legal Proceedings | 41 | ||||
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Item 2.
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Changes in Securities and Use of Proceeds | 42 | ||||
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Item 3.
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Defaults upon Senior Securities Not Applicable | 42 | ||||
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Item 4.
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Submission of Matters to a Vote of Security Holders Not Applicable | 42 | ||||
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Item 5.
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Other Information Not Applicable | 43 | ||||
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Item 6.
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Exhibits and Reports on Form 8-K | 43 | ||||
| Signatures | 44 | |||||
| Exhibit Index | 45 | |||||
1
QUINTILES TRANSNATIONAL CORP. AND SUBSIDIARIES
| June 30, | December 31, | |||||||||
| 2003 | 2002 | |||||||||
| (Unaudited) | (Note 1) | |||||||||
| (In thousands, except share data) | ||||||||||
|
ASSETS |
||||||||||
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Current assets:
|
||||||||||
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Cash and cash equivalents
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$ | 754,519 | $ | 644,284 | ||||||
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Trade accounts receivable and unbilled services,
net
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342,418 | 353,535 | ||||||||
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Investments in debt securities
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593 | 27,218 | ||||||||
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Prepaid expenses
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34,006 | 22,516 | ||||||||
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Other current assets and receivables
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47,295 | 42,654 | ||||||||
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Total current assets
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1,178,831 | 1,090,207 | ||||||||
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Property and equipment
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496,257 | 475,543 | ||||||||
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Less accumulated depreciation
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(234,243 | ) | (213,385 | ) | ||||||
| 262,014 | 262,158 | |||||||||
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Intangibles and other assets:
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||||||||||
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Investments in debt securities
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10,101 | 9,453 | ||||||||
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Investments in marketable equity securities
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53,064 | 64,926 | ||||||||
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Investments in non-marketable equity securities
and loans
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48,427 | 46,449 | ||||||||
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Investments in unconsolidated affiliates
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121,135 | 121,101 | ||||||||
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Commercial rights and royalties
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138,389 | 131,536 | ||||||||
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Goodwill
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74,141 | 70,133 | ||||||||
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Other identifiable intangibles, net
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134,899 | 142,715 | ||||||||
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Deferred income taxes
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171,300 | 174,534 | ||||||||
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Deposits and other assets
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34,616 | 38,871 | ||||||||
| 786,072 | 799,718 | |||||||||
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Total assets
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$ | 2,226,917 | $ | 2,152,083 | ||||||
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LIABILITIES AND SHAREHOLDERS EQUITY |
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Current liabilities:
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||||||||||
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Accounts payable and accrued expenses
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$ | 239,694 | $ | 238,269 | ||||||
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Credit arrangements
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19,397 | 21,719 | ||||||||
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Unearned income
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230,340 | 239,606 | ||||||||
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Income taxes payable
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17,528 | 20,067 | ||||||||
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Other current liabilities
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2,589 | 2,073 | ||||||||
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Total current liabilities
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509,548 | 521,734 | ||||||||
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Long-term liabilities:
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||||||||||
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Credit arrangements, less current portion
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16,076 | 18,855 | ||||||||
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Other liabilities
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20,905 | 13,108 | ||||||||
| 36,981 | 31,963 | |||||||||
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Total liabilities
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546,529 | 553,697 | ||||||||
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Shareholders equity:
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||||||||||
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Preferred stock, none issued and outstanding at
June 30, 2003 and December 31, 2002
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| | ||||||||
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Common stock and additional paid-in capital,
118,501,009 and 117,850,597 shares issued and outstanding at
June 30, 2003 and December 31, 2002, respectively
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887,355 | 881,927 | ||||||||
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Retained earnings
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771,218 | 716,465 | ||||||||
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Accumulated other comprehensive income (loss)
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21,815 | (6 | ) | |||||||
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Total shareholders equity
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1,680,388 | 1,598,386 | ||||||||
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Total liabilities and shareholders equity
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$ | 2,226,917 | $ | 2,152,083 | ||||||
The accompanying notes are an integral part of these condensed consolidated statements.
2
QUINTILES TRANSNATIONAL CORP. AND SUBSIDIARIES
| Three Months Ended | Six Months Ended | ||||||||||||||||
| June 30, | June 30, | ||||||||||||||||
| 2003 | 2002 | 2003 | 2002 | ||||||||||||||
| (In thousands, except per share data) | |||||||||||||||||
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Gross revenues
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$ | 520,033 | $ | 498,233 | $ | 1,031,640 | $ | 991,529 | |||||||||
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Costs, expenses and other:
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|||||||||||||||||
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Costs of revenues
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348,409 | 347,898 | 690,160 | 690,392 | |||||||||||||
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General and administrative
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137,232 | 125,895 | 268,236 | 253,128 | |||||||||||||
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Interest (income) expense, net
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(4,360 | ) | (3,436 | ) | (8,128 | ) | (6,698 | ) | |||||||||
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Other expense (income), net
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(6,062 | ) | (2,198 | ) | (1,563 | ) | (1,129 | ) | |||||||||
| 475,219 | 468,159 | 948,705 | 935,693 | ||||||||||||||
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Income before income taxes
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44,814 | 30,074 | 82,935 | 55,836 | |||||||||||||
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Income tax expense
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15,237 | 9,925 | 28,198 | 18,426 | |||||||||||||
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Income before equity in earnings of
unconsolidated affiliates and other
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29,577 | 20,149 | 54,737 | 37,410 | |||||||||||||
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Equity in earnings of unconsolidated affiliates
and other
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20 | 477 | 16 | 477 | |||||||||||||
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Income from operations
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29,597 | 20,626 | 54,753 | 37,887 | |||||||||||||
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Cumulative effect on prior years (to
December 31, 2001) of changing to a different method of
recognizing deferred income taxes
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| | | 45,659 | |||||||||||||
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Net income
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$ | 29,597 | $ | 20,626 | $ | 54,753 | $ | 83,546 | |||||||||
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Basic net income per share:
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Income from operations
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$ | 0.25 | $ | 0.17 | $ | 0.46 | $ | 0.32 | |||||||||
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Cumulative effect of change in accounting
principle
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| | | 0.39 | |||||||||||||
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Basic net income per share
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$ | 0.25 | $ | 0.17 | $ | 0.46 | $ | 0.70 | |||||||||
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Diluted net income per share:
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Income from operations
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$ | 0.25 | $ | 0.17 | $ | 0.46 | $ | 0.32 | |||||||||
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Cumulative effect of change in accounting
principle
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| | | 0.38 | |||||||||||||
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Diluted net income per share
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$ | 0.25 | $ | 0.17 | $ | 0.46 | $ | 0.70 | |||||||||
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Shares used in computing net income per share:
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Basic
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118,420 | 118,352 | 118,261 | 118,518 | |||||||||||||
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Diluted
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119,393 | 118,944 | 118,871 | 119,553 | |||||||||||||
The accompanying notes are an integral part of these condensed consolidated statements.
3
QUINTILES TRANSNATIONAL CORP. AND SUBSIDIARIES
| Six Months Ended | |||||||||
| June 30, | |||||||||
| 2003 | 2002 | ||||||||
| (In thousands) | |||||||||
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Operating activities
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|||||||||
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Net income
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$ | 54,753 | $ | 83,546 | |||||
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Cumulative effect on prior years (to
December 31, 2001) of changing to a different method of
recognizing deferred income taxes
|
| (45,659 | ) | ||||||
|
Income from operations
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54,753 | 37,887 | |||||||
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Adjustments to reconcile income from operations
to net cash provided by operating activities:
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|||||||||
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Depreciation and amortization
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45,743 | 43,787 | |||||||
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Restructuring charge (payments) accrual, net
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(4,070 | ) | (14,862 | ) | |||||
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(Gain) loss from sales and impairments of
investments, net
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(28,448 | ) | (11,048 | ) | |||||
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Provision for (benefit from) deferred income tax
expense
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1,374 | (4,131 | ) | ||||||
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Change in operating assets and liabilities
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(4,616 | ) | 40,259 | ||||||
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Other
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(1,268 | ) | 531 | ||||||
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Net cash provided by operating activities
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63,468 | 92,423 | |||||||
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Investing activities
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|||||||||
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Acquisition of property and equipment
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(24,206 | ) | (21,186 | ) | |||||
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Acquisition of businesses, net of cash acquired
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| (25,450 | ) | ||||||
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Acquisition of commercial rights
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(18,104 | ) | (7,080 | ) | |||||
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Proceeds from disposition of property and
equipment
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4,151 | 1,674 | |||||||
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Proceeds from (purchases of) debt securities, net
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25,846 | (666 | ) | ||||||
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Purchases of equity securities and other
investments
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(5,131 | ) | (8,283 | ) | |||||
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Proceeds from sale of equity securities and other
investments
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53,815 | 18,540 | |||||||
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Advances to unconsolidated affiliates
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| (10,000 | ) | ||||||
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Net cash provided by (used in) investing
activities
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36,371 | (52,451 | ) | ||||||
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Financing activities
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|||||||||
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Principal payments on credit arrangements, net
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(9,579 | ) | (5,725 | ) | |||||
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Issuance of common stock, net
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5,079 | 6,828 | |||||||
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Repurchase of common stock
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| (25,244 | ) | ||||||
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Net cash used in financing activities
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(4,500 | ) | (24,141 | ) | |||||
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Effect of foreign currency exchange rate changes
on cash
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14,896 | 11,082 | |||||||
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Increase in cash and cash equivalents
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110,235 | 26,913 | |||||||
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Cash and cash equivalents at beginning of period
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644,284 | 565,063 | |||||||
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Cash and cash equivalents at end of period
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$ | 754,519 | $ | 591,976 | |||||
The accompanying notes are an integral part of these condensed consolidated statements.
4
QUINTILES TRANSNATIONAL CORP. AND SUBSIDIARIES
1. Basis of Presentation
The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and notes required by accounting principles generally accepted in the United States of America for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included. Operating results for the six-month period ended June 30, 2003 are not necessarily indicative of the results that may be expected for the year ending December 31, 2003. For further information, refer to the Consolidated Financial Statements and Notes thereto included in the Annual Report on Form 10-K for the year ended December 31, 2002 of Quintiles Transnational Corp. (the Company), as amended.
The balance sheet at December 31, 2002 has been derived from the audited consolidated financial statements of the Company. Certain amounts in the 2002 financial statements have been reclassed or modified to conform with the 2003 financial statement presentation.
| 2. | Employee Stock Compensation |
The Company has elected to follow Accounting Principles Board Opinion No. 25, Accounting for Stock Issued to Employees (APB 25) and related interpretations in accounting for its employee stock options because the alternative fair value accounting provided for under Statement of Financial Accounting Standard (SFAS) No. 123, Accounting for Stock-Based Compensation, as amended by SFAS No. 148, requires use of option valuation models that were not developed for use in valuing employee stock options. Under APB 25, because the exercise price of the Companys employee stock options equals the market price of the underlying stock on the date of grant, no compensation expense is recognized.
Pro forma information regarding net income and net income per share is required by SFAS No. 123, as amended by SFAS No. 148, and has been determined as if the Company had accounted for its employee stock options under the fair value method of SFAS No. 123. The per share weighted-average fair value of stock options granted during the three months ended June 30, 2003 and 2002 was $4.33 and $4.04 per share, respectively, on the date of grant using the Black-Scholes option pricing model with the following assumptions:
| Employee | ||||||||
| Stock Options | ||||||||
| Three Months | ||||||||
| Ended June 30, | ||||||||
| 2003 | 2002 | |||||||
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Expected dividend yield
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0 | % | 0 | % | ||||
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Risk-free interest rate
|
1.8 | % | 3.4 | % | ||||
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Expected volatility
|
40.0 | % | 40.0 | % | ||||
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Expected life (in years from vesting)
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0.89 | 0.89 | ||||||
The Black-Scholes option pricing model was developed for use in estimating the fair value of traded options that have no vesting restrictions and are freely transferable. All available option pricing models require the input of highly subjective assumptions including the expected stock price volatility. Because the Companys employee stock options have characteristics significantly different from those of traded options and changes in the subjective input assumptions can materially affect the fair value estimate, in managements opinion, the existing models do not provide a reliable single measure of the fair value of its employee stock options. The Company suspended its employee stock purchase plan effective April 2003 due to the pending transaction with Pharma Services Holding, Inc. (Pharma Services).
5
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
The Companys pro forma information follows (in thousands, except for net income per share information):
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||
| 2003 | 2002 | 2003 | 2002 | |||||||||||||