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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)

 

Registrant’s 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 issuer’s 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.

 



Table of Contents

INDEX

 

     Page

Part I. FINANCIAL INFORMATION

    

Item 1. Financial Statements

    
    

Consolidated Condensed Statements of Operations (unaudited) for the Three Months Ended March 31, 2003 and 2004

   3
    

Consolidated Condensed Balance Sheets as of December 31, 2003 and March 31, 2004 (unaudited)

   4
    

Consolidated Condensed Statements of Cash Flows (unaudited) for the Three Months Ended March 31, 2003 and 2004

   5
    

Notes to Consolidated Condensed Financial Statements

   6

Item 2. Management’s 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

    

Item 6. Exhibits and Reports on Form 8-K

   31

Signatures

   32

 

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Table of Contents

Part I. FINANCIAL INFORMATION

 

Item 1. Financial Statements

 

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.

 

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Table of Contents

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.

 

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Table of Contents

PHARMACEUTICAL PRODUCT DEVELOPMENT, INC. AND SUBSIDIARIES

 

CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS

 

(unaudited)

(in thousands)

 

     Three Months Ended
March 31,


 
     2003

    2004

 

Cash flows from operating activities:

                

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:

                

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


Table of Contents

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 management’s 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 PPD’s 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 Company’s 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.

 

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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 Company’s common stock on the grant date. If stock options are granted with an exercise price below the estimated fair value of the Company’s common stock at the grant date, the difference between the fair value of the Company’s 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 Company’s 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 Company’s 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,

 
     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  

 

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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 Company’s 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 Company’s 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 Company’s 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 Company’s 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 Company’s financial statements.

 

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Table of Contents

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 unit’s 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