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 AND EXCHANGE ACT OF 1934. |
For the quarterly period ended March 31, 2004.
OR
| ¨ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. |
For the transition period from to .
Commission File Number 0-27570
PHARMACEUTICAL PRODUCT
DEVELOPMENT, INC.
(Exact name of registrant as specified in its charter)
| North Carolina | 56-1640186 | |
| (State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification Number) |
3151 South Seventeenth Street
Wilmington, North Carolina
(Address of principal executive offices)
28412
(Zip Code)
Registrants telephone number, including area code: (910) 251-0081
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. Yes x No ¨
Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act). Yes x No ¨
Indicate the number of shares outstanding of each of the issuers classes of common stock, as of the latest practicable date: 56,215,596 shares of common stock, par value $0.10 per share, as of April 30, 2004.
| Page | ||||
| Part I. FINANCIAL INFORMATION |
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| Item 1. Financial Statements |
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| 3 | ||||
| Consolidated Condensed Balance Sheets as of December 31, 2003 and March 31, 2004 (unaudited) |
4 | |||
| 5 | ||||
| 6 | ||||
| Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations |
18 | |||
| Item 3. Quantitative and Qualitative Disclosures about Market Risk |
28 | |||
| Item 4. Controls and Procedures |
30 | |||
| Part II. OTHER INFORMATION |
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| Item 6. Exhibits and Reports on Form 8-K |
31 | |||
| 32 | ||||
2
PHARMACEUTICAL PRODUCT DEVELOPMENT, INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
(unaudited)
(in thousands, except per share amounts)
| Three Months Ended March 31, | ||||||
| 2003 |
2004 | |||||
| Development revenues |
$ | 155,899 | $ | 174,714 | ||
| Discovery sciences revenues |
3,095 | 7,548 | ||||
| Reimbursed out-of-pockets |
10,883 | 13,018 | ||||
| Net revenue |
169,877 | 195,280 | ||||
| Direct costs - Development |
74,719 | 88,210 | ||||
| Direct costs - Discovery sciences |
1,534 | 1,566 | ||||
| Direct costs - Reimbursable out-of-pocket expenses |
10,883 | 13,018 | ||||
| Research and development expenses |
3,361 | 1,286 | ||||
| Selling, general and administrative expenses |
39,763 | 45,664 | ||||
| Depreciation |
6,917 | 6,717 | ||||
| Amortization |
290 | 325 | ||||
| 137,467 | 156,786 | |||||
| Operating income |
32,410 | 38,494 | ||||
| Interest income, net |
256 | 192 | ||||
| Other income, net |
537 | 312 | ||||
| Income before provision for income taxes |
33,203 | 38,998 | ||||
| Provision for income taxes |
12,036 | 14,234 | ||||
| Net income |
$ | 21,167 | $ | 24,764 | ||
| Net income per share basic and diluted |
$ | 0.38 | $ | 0.44 | ||
| Weighted average number of common shares outstanding: |
||||||
| Basic |
55,561 | 56,155 | ||||
| Dilutive effect of stock options and restricted stock |
554 | 434 | ||||
| Diluted |
56,115 | 56,589 | ||||
The accompanying notes are an integral part of these consolidated condensed financial statements.
3
PHARMACEUTICAL PRODUCT DEVELOPMENT, INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED BALANCE SHEETS
(in thousands)
| December 31, 2003 |
March 31, 2004 | |||||
| (unaudited) | ||||||
| Assets | ||||||
| Current assets |
||||||
| Cash and cash equivalents |
$ | 110,102 | $ | 127,048 | ||
| Accounts receivable and unbilled services, net |
243,494 | 243,553 | ||||
| Investigator advances |
12,792 | 10,750 | ||||
| Prepaid expenses and other current assets |
19,192 | 21,059 | ||||
| Deferred tax asset, net |
12,366 | 16,237 | ||||
| Total current assets |
397,946 | 418,647 | ||||
| Property, plant and equipment, net |
112,143 | 118,483 | ||||
| Goodwill |
178,076 | 176,207 | ||||
| Investments |
61,371 | 67,934 | ||||
| Intangible assets |
2,007 | 1,686 | ||||
| Other assets |
841 | 787 | ||||
| Long-term deferred tax asset |
23,083 | 21,622 | ||||
| Total assets |
$ | 775,467 | $ | 805,366 | ||
| Liabilities and Shareholders Equity | ||||||
| Current liabilities |
||||||
| Accounts payable |
$ | 15,243 | $ | 10,919 | ||
| Payables to investigators |
23,735 | 33,478 | ||||
| Other accrued expenses |
63,749 | 58,321 | ||||
| Unearned income |
129,818 | 117,231 | ||||
| Accrued income taxes |
7,419 | 22,024 | ||||
| Current maturities of long-term debt |
1,381 | 1,070 | ||||
| Total current liabilities |
241,345 | 243,043 | ||||
| Long-term debt, less current maturities |
6,281 | 6,055 | ||||
| Deferred rent and other |
5,461 | 5,767 | ||||
| Accrued additional pension liability |
9,859 | 10,177 | ||||
| Total liabilities |
262,946 | 265,042 | ||||
| Shareholders equity |
||||||
| Common stock |
5,605 | 5,621 | ||||
| Paid-in capital |
278,057 | 282,251 | ||||
| Retained earnings |
226,381 | 251,144 | ||||
| Accumulated other comprehensive income, net of tax |
2,478 | 1,308 | ||||
| Total shareholders equity |
512,521 | 540,324 | ||||
| Total liabilities and shareholders equity |
$ | 775,467 | $ | 805,366 | ||
The accompanying notes are an integral part of these consolidated condensed financial statements.
4
PHARMACEUTICAL PRODUCT DEVELOPMENT, INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
(unaudited)
(in thousands)
| Three Months Ended March 31, |
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| 2003 |
2004 |
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| Cash flows from operating activities: |
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| Net income |
$ | 21,167 | $ | 24,764 | ||||
| Adjustments to reconcile net income to net cash provided by operating activities: |
||||||||
| Depreciation and amortization |
7,207 | 7,042 | ||||||
| Stock compensation amortization |
92 | | ||||||
| Loss (gain) on disposition of property and equipment, net |
(21 | ) | 520 | |||||
| Provision for doubtful accounts |
118 | 50 | ||||||
| Deferred income taxes |
2,448 | (2,410 | ) | |||||
| Change in operating assets and liabilities, net of effect of acquisitions |
(25,929 | ) | 910 | |||||
| Net cash provided by operating activities |
5,082 | 30,876 | ||||||
| Cash flows from investing activities: |
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| Cash received from repayment of note receivable |
500 | | ||||||
| Purchases of property and equipment |
(5,900 | ) | (13,256 | ) | ||||
| Proceeds from sale of property and equipment |
34 | 66 | ||||||
| Purchases of investments |
| (5,900 | ) | |||||
| Proceeds from purchase price adjustment |
| 1,450 | ||||||
| Net cash used in investing activities |
(5,366 | ) | (17,640 | ) | ||||
| Cash flows from financing activities: |
||||||||
| Principal repayments of long-term debt |
(69 | ) | (85 | ) | ||||
| Repayment of capital leases obligation |
(510 | ) | (308 | ) | ||||
| Proceeds from exercise of stock options and employee stock purchase plan |
4,102 | 3,636 | ||||||
| Net cash provided by financing activities |
3,523 | 3,243 | ||||||
| Effect of exchange rate changes on cash |
1,462 | 467 | ||||||
| Net increase in cash and cash equivalents |
4,701 | 16,946 | ||||||
| Cash and cash equivalents, beginning of the period |
181,224 | 110,102 | ||||||
| Cash and cash equivalents, end of the period |
$ | 185,925 | $ | 127,048 | ||||
The accompanying notes are an integral part of these consolidated condensed financial statements.
5
PHARMACEUTICAL PRODUCT DEVELOPMENT, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(unaudited)
| 1. | SIGNIFICANT ACCOUNTING POLICIES |
The significant accounting policies followed by Pharmaceutical Product Development, Inc. and its subsidiaries (collectively the Company) for interim financial reporting are consistent with the accounting policies followed for annual financial reporting. We prepared these unaudited consolidated condensed financial statements in accordance with Rule 10-01 of Regulation S-X, and, in managements opinion, we have included all adjustments of a normal recurring nature necessary for a fair presentation. The accompanying consolidated condensed financial statements might not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements and should be read in conjunction with the consolidated financial statements and notes thereto in PPDs Annual Report on Form 10-K for the year ended December 31, 2003. The results of operations for the three-month period ended March 31, 2004 are not necessarily indicative of the results to be expected for the full year or any other period. We derived the amounts on the December 31, 2003 consolidated condensed balance sheet from the audited financial statements included in the Companys Annual Report on Form 10-K for the year ended December 31, 2003.
Use of Estimates in the Preparation of Financial Statements
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Principles of consolidation
The accompanying unaudited consolidated condensed financial statements include the accounts and results of operations of the Company. All intercompany balances and transactions have been eliminated in consolidation.
Earnings per share
The computation of basic income (loss) per share information is based on the weighted average number of common shares outstanding during the period. The computation of diluted income (loss) per share information is based on the weighted average number of common shares outstanding during the period plus the effects of any dilutive common stock equivalents.
6
PHARMACEUTICAL PRODUCT DEVELOPMENT, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(unaudited)
| 1. | SIGNIFICANT ACCOUNTING POLICIES (continued) |
Stock-Based Compensation
The Company accounts for stock-based compensation based on the provisions of Accounting Principles Board Opinion No. 25, Accounting for Stock Issued to Employees, which states that, for fixed plans, no compensation expense is recorded for stock options or other stock-based awards to employees that are granted with an exercise price equal to or above the estimated fair value per share of the Companys common stock on the grant date. If stock options are granted with an exercise price below the estimated fair value of the Companys common stock at the grant date, the difference between the fair value of the Companys common stock and the exercise price of the stock option is recorded as deferred compensation. Deferred compensation is amortized to compensation expense over the vesting period of the stock option. The Company has adopted the disclosure requirements of Statement of Financial Accounting Standards No. 123, Accounting for Stock-Based Compensation and Statement of Financial Accounting Standards No. 148, Accounting for Stock Based Compensation - Transition and Disclosure - an Amendment of FASB Statement No. 123, which require compensation expense to be disclosed in the notes based on the fair value of the options granted at the date of the grant.
Had compensation cost for the Companys stock option plan been determined based on the fair value at the grant dates for awards under the plan consistent with the method required by SFAS No. 123, the Companys net income and diluted net income per common share would have been the pro forma amounts indicated below.
| (in thousands, except per share data) | Quarters Ended March 31, |
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| 2003 |
2004 |
|||||||
| Net income, as reported |
$ | 21,167 | $ | 24,764 | ||||
| Less: Total stock-based employee compensation expense determined under fair value based method for all awards, net of related tax effects |
(1,164 | ) | (1,311 | ) | ||||
| Pro forma net income |
$ | 20,003 | $ | 23,453 | ||||
| Net income per share: |
||||||||
| Basic as reported |
$ | 0.38 | $ | 0.44 | ||||
| Basic pro forma |
$ | 0.36 | $ | 0.42 | ||||
| Diluted as reported |
$ | 0.38 | $ | 0.44 | ||||
| Diluted pro forma |
$ | 0.36 | $ | 0.41 | ||||
7
PHARMACEUTICAL PRODUCT DEVELOPMENT, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(unaudited)
| 1. | SIGNIFICANT ACCOUNTING POLICIES (continued) |
Recent Accounting Pronouncements
In December 2003, the FASB issued SFAS No. 132 (Revised 2003), Employers Disclosures about Pensions and Other Postretirement Benefits, an amendment of FASB Statements No. 87, 88, and 106. This Statement revises employers disclosures about pension plans and other postretirement benefit plans. It does not change the measurement or recognition of those plans required by FASB Statement No. 87, Employers Accounting for Pensions, No. 88, Employers Accounting for Settlements and Curtailments of Defined Benefit Pension Plans and for Termination Benefits, or No. 106, Employers Accounting for Postretirement Benefits Other Than Pensions. Revised Statement No. 132 requires additional disclosures about the assets, obligations, cash flows, and net periodic benefit cost of defined benefit pension plans and other defined benefit postretirement plans. Disclosure of information about the Companys pension plan will be required for its 2004 financial statements. The Company does not believe the adoption of this statement will have a material impact on the Companys financial statements.
In January 2003, the FASB issued Interpretation No. 46 or FIN 46, Consolidation of Variable Interest Entities, an interpretation of Accounting Research Bulletin No. 51, Consolidated Financial Statements. FIN 46 establishes accounting guidance for consolidation of variable interest entities that function to support the activities of the primary beneficiary. In October 2003, the FASB issued FASB Staff Position FIN 46-6, Effective Date of FASB Interpretation No. 46, Consolidation of Variable Interest Entities, deferring the effective date for applying the provisions of FIN 46 for public entities interests in variable interest entities or potential variable interest entities created before February 1, 2003 until financial statements of interim or annual periods that end after December 15, 2003. In December 2003, the FASB issued FIN 46 (revised December 2003), Consolidation of Variable Interest Entities. This revised interpretation is effective for all entities no later than the end of the first reporting period that ends after March 15, 2004. The Company has no investment in or contractual relationship or other business relationship with a variable interest entity and therefore the adoption of this interpretation will not have any impact on its consolidated financial position or results of operations. However, if the Company enters into any such arrangement with a variable interest entity in the future or an entity with which we have a relationship is reconsidered based on guidance in the revised interpretation to be a variable interest entity, the Companys consolidated financial position or results of operations might be impacted.
In November 2003, during discussions on EITF Issue 03-01, The Meaning of Other-Than-Temporary Impairment and Its Application to Certain Investments, the EITF reached a consensus which requires certain quantitative and qualitative disclosures for debt and marketable equity securities classified as available-for-sale or held-to-maturity under Statements 115 and 124 that are impaired at the balance sheet date but for which an other-than-temporary impairment has not been recognized. The consensus on quantitative and qualitative disclosures is effective for fiscal years ending after December 15, 2003 and comparative information for earlier periods presented is not required. The Company did not have any investments with unrealized losses since December 31, 2003 and thus the adoption of this consensus did not have a material impact on the Companys financial statements. At the March 2004 EITF meeting, the Task Force reached a consensus on a three-step impairment model. Except for disclosure requirements already in place, the Issue 03-01 consensus will be effective prospectively for all relevant current and future investments in reporting periods beginning after June 15, 2004. The Company already does thorough evaluations quarterly of its investments and thus does not expect the adoption of this consensus will have a material impact on the Companys financial statements.
8
PHARMACEUTICAL PRODUCT DEVELOPMENT, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(unaudited)
| 2. | GOODWILL AND INTANGIBLE ASSETS |
On January 1, 2002, the Company adopted Statement of Financial Accounting Standards No. 142, Goodwill and Other Intangible Assets, and as a result no longer amortizes goodwill, but tests for impairment at least annually on October 1 or more frequently whenever events or changes in circumstances suggests that the carrying amount may not be recoverable. These tests involved determining the fair market value of each of the reporting units with which goodwill was associated and comparing that value with the reporting units carrying amount.
Changes in the carrying amount of goodwill for the twelve months ended December 31, 2003 and the three months ended March 31, 2004, by operating segment, were as follows:
| (in thousands) | Development |
Discovery |
Total | ||||||
| Balance as of January 1, 2003 |
$ | 126,936 | $ | 20,472 | $ | 147,408 | |||
| Changes in goodwill recorded during the period for prior year acquisitions |
1,550 | 143 | 1,693 | ||||||
| Changes in goodwill recorded during the period for current year acquisitions |
24,282 | | 24,282 | ||||||
| Translation adjustments |
4,693 | | 4,693 | ||||||
| Balance as of December 31, 2003 |
$ | 157,461 | $ | 20,615 | $ | 178,076 | |||
| Development |
Discovery |
Total |
|||||||||
| Balance as of January 1, 2004 |
$ | 157,461 | |||||||||