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, 2005.
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: 56,850,581 shares of common stock, par value $0.10 per share, as of April 25, 2005.
2
PHARMACEUTICAL PRODUCT DEVELOPMENT, INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
(unaudited)
(in thousands, except per share data)
| Three Months Ended March 31, |
|||||||
| 2004 |
2005 |
||||||
| Net Revenue: |
|||||||
| Development revenue |
$ | 174,714 | $ | 212,921 | |||
| Discovery sciences revenue |
7,548 | 12,860 | |||||
| Reimbursed out-of-pockets |
13,018 | 18,273 | |||||
| Total net revenue |
195,280 | 244,054 | |||||
| Direct Costs: |
|||||||
| Development |
88,210 | 108,330 | |||||
| Discovery sciences |
1,566 | 1,765 | |||||
| Reimbursable out-of-pocket expenses |
13,018 | 18,273 | |||||
| Total direct costs |
102,794 | 128,368 | |||||
| Research and development expenses |
1,286 | 8,821 | |||||
| Selling, general and administrative expenses |
45,159 | 55,432 | |||||
| Depreciation |
6,717 | 8,359 | |||||
| Amortization |
325 | 288 | |||||
| Gain on exchange of assets |
| (5,144 | ) | ||||
| Restructuring charges |
505 | | |||||
| Total operating expenses |
156,786 | 196,124 | |||||
| Income from operations |
38,494 | 47,930 | |||||
| Interest income, net |
192 | 1,275 | |||||
| Other income, net |
312 | (95 | ) | ||||
| Income before provision for income taxes |
38,998 | 49,110 | |||||
| Provision for income taxes |
14,234 | 13,489 | |||||
| Net income |
$ | 24,764 | $ | 35,621 | |||
| Net income per share: |
|||||||
| Basic |
$ | 0.44 | $ | 0.63 | |||
| Diluted |
$ | 0.44 | $ | 0.62 | |||
| Weighted average number of common shares outstanding: |
|||||||
| Basic |
56,155 | 56,758 | |||||
| Dilutive effect of stock options |
434 | 771 | |||||
| Diluted |
56,589 | 57,529 | |||||
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, 2004 |
March 31, 2005 | |||||
| (unaudited) | ||||||
| Assets | ||||||
| Current assets |
||||||
| Cash and cash equivalents |
$ | 144,348 | $ | 236,358 | ||
| Short-term investments |
105,020 | | ||||
| Accounts receivable and unbilled services, net |
265,067 | 268,408 | ||||
| Income tax receivable |
6,321 | | ||||
| Investigator advances |
15,251 | 13,712 | ||||
| Prepaid expenses and other current assets |
28,189 | 26,782 | ||||
| Deferred tax asset |
10,867 | 11,597 | ||||
| Total current assets |
575,063 | 556,857 | ||||
| Property and equipment, net |
136,501 | 194,353 | ||||
| Goodwill |
179,781 | 211,300 | ||||
| Investments |
66,658 | 42,468 | ||||
| Intangible assets |
3,895 | 3,607 | ||||
| Other assets |
929 | 1,150 | ||||
| Long-term deferred tax asset |
12,374 | 9,065 | ||||
| Total assets |
$ | 975,201 | $ | 1,018,800 | ||
| Liabilities and Shareholders Equity | ||||||
| Current liabilities |
||||||
| Accounts payable |
$ | 12,863 | $ | 15,029 | ||
| Payables to investigators |
43,726 | 49,847 | ||||
| Accrued income taxes |
5,118 | 12,822 | ||||
| Other accrued expenses |
101,714 | 95,047 | ||||
| Deferred tax liability |
770 | 76 | ||||
| Unearned income |
153,170 | 146,301 | ||||
| Current maturities of long-term debt and capital lease obligations |
599 | 2,028 | ||||
| Total current liabilities |
317,960 | 321,150 | ||||
| Long-term debt and capital lease obligations, less current maturities |
6,371 | 7,323 | ||||
| Deferred rent and other |
5,267 | 6,355 | ||||
| Accrued additional pension liability |
9,923 | 9,779 | ||||
| Long-term deferred tax liability |
370 | 1,108 | ||||
| Total liabilities |
339,891 | 345,715 | ||||
| Shareholders equity |
||||||
| Common stock |
5,662 | 5,681 | ||||
| Paid-in capital |
293,200 | 298,763 | ||||
| Retained earnings |
325,269 | 360,890 | ||||
| Accumulated other comprehensive income |
11,179 | 7,751 | ||||
| Total shareholders equity |
635,310 | 673,085 | ||||
| Total liabilities and shareholders equity |
$ | 975,201 | $ | 1,018,800 | ||
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, |
||||||||
| 2004 |
2005 |
|||||||
| Cash flows from operating activities: |
||||||||
| Net income |
$ | 24,764 | $ | 35,621 | ||||
| Adjustments to reconcile net income to net cash provided by operating activities: |
||||||||
| Depreciation and amortization |
7,042 | 8,647 | ||||||
| Restructuring charges |
505 | | ||||||
| Gain on exchange of assets |
| (5,144 | ) | |||||
| Loss on disposition of property and equipment, net |
520 | 85 | ||||||
| Provision for doubtful accounts |
50 | 50 | ||||||
| (Benefit) provision for deferred income taxes |
(2,410 | ) | 2,695 | |||||
| Change in operating assets and liabilities, net of acquisitions |
405 | 5,458 | ||||||
| Net cash provided by operating activities |
30,876 | 47,412 | ||||||
| Cash flows from investing activities: |
||||||||
| Purchases of property and equipment |
(13,256 | ) | (58,432 | ) | ||||
| Proceeds from sale of property and equipment |
66 | 18 | ||||||
| Purchases of availablefor-sale investments |
(182,864 | ) | (24,720 | ) | ||||
| Maturities and sales of available-for-sale investments |
182,476 | 129,740 | ||||||
| Purchases of investments |
(5,900 | ) | (5,101 | ) | ||||
| Cash refunded related to business acquired |
1,450 | | ||||||
| Net cash (used in) provided by investing activities |
(18,028 | ) | 41,505 | |||||
| Cash flows from financing activities: |
||||||||
| Principal repayments of long-term debt |
(85 | ) | (94 | ) | ||||
| Repayment of capital leases obligation |
(308 | ) | (423 | ) | ||||
| Proceeds from exercise of stock options and employee stock purchase plan |
3,636 | 4,835 | ||||||
| Net cash provided by financing activities |
3,243 | 4,318 | ||||||
| Effect of exchange rate changes on cash and cash equivalents |
467 | (1,225 | ) | |||||
| Net increase in cash and cash equivalents |
16,558 | 92,010 | ||||||
| Cash and cash equivalents, beginning of the period |
60,677 | 144,348 | ||||||
| Cash and cash equivalents, end of the period |
$ | 77,235 | $ | 236,358 | ||||
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 should be read in conjunction with the consolidated financial statements and notes thereto in the Companys Annual Report on Form 10-K for the year ended December 31, 2004. The results of operations for the three-month period ended March 31, 2005 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, 2004 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, 2004.
Use of estimates in the preparation of financial statements
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America 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 per share information is based on the weighted average number of common shares outstanding during the period. The computation of diluted income 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.
Reclassification
The Company has reclassified certain 2004 financial statement amounts to conform to the 2005 financial statement presentation.
6
PHARMACEUTICAL PRODUCT DEVELOPMENT, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(unaudited)
1. SIGNIFICANT ACCOUNTING POLICIES (continued)
Stock-based compensation
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.
| Three Months Ended March 31, |
||||||||
| (in thousands, except per share data)
|
2004 |
2005 |
||||||
| Net income, as reported |
$ | 24,764 | $ | 35,621 | ||||
| Less: Total stock-based employee compensation expense determined under fair value based method for all awards, net of related tax effects |
(1,311 | ) | (2,740 | ) | ||||
| Pro forma net income |
$ | 23,453 | $ | 32,881 | ||||
| Net income per share: |
||||||||
| Basic as reported |
$ | 0.44 | $ | 0.63 | ||||
| Basic pro forma |
$ | 0.42 | $ | 0.58 | ||||
| Diluted as reported |
$ | 0.44 | $ | 0.62 | ||||
| Diluted pro forma |
$ | 0.41 | $ | 0.57 | ||||
Restructuring charges
In the first and second quarter of 2004, the Company recorded a $0.5 million and a $2.1 million restructuring charge, respectively, associated with exiting the Companys chemistry facility in Research Triangle Park, North Carolina. These charges include lease payments and termination costs, net of sublease rentals, of approximately $2.1 million and a loss on sale of assets used in the chemistry services business of approximately $0.5 million. The lease termination liability will be paid over the remaining life of the lease, which terminates in 2015. During the three months ended March 31, 2004 and 2005, lease payments and related expenses of $0 and $0.3 million were paid, respectively. At March 31, 2005, the Company recorded the remaining restructuring liability of $0.9 million in the consolidated condensed balance sheet as a component of other accrued expenses and deferred rent and other. The loss on sale of assets was a non-cash item and was charged to expense during the three months ended March 31, 2004.
Inventory
Inventories, which consist principally of laboratory supplies, are valued at the lower of cost (first-in, first-out method) or market. Inventories totaling $2.2 million and $2.4 million as of December 31, 2004 and March 31, 2005, respectively, were included in prepaid expenses and other current assets.
7
PHARMACEUTICAL PRODUCT DEVELOPMENT, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(unaudited)
1. SIGNIFICANT ACCOUNTING POLICIES (continued)
Recent accounting pronouncements
In November 2003, during discussions on Emerging Issues Task Force, or EITF 03-01, The Meaning of Other-Than-Temporary Impairment and Its Application to Certain Investments, the EITF reached a consensus that requires quantitative and qualitative disclosures for debt and marketable equity securities classified as available-for-sale or held-to-maturity under SFAS No. 115 and SFAS No. 124 that are impaired at the balance sheet date but for which an other-than-temporary impairment has not been recognized. In September 2004, FASB Staff Position EITF Issue 03-1-1 was issued to delay the effective date for the measurement and recognition guidance. This delay does not suspend the requirement to recognize other-than-temporary impairments as required by existing authoritative literature. The Company has adopted the disclosure requirements of EITF 03-01.
In October 2004, the EITF finalized its consensuses on EITF 04-01, Accounting for Preexisting Relationships between the Parties to a Business Combination. The consensuses in EITF 04-01 provide guidance on how to account for the settlement of a preexisting relationship and how it affects the accounting of the business combination. EITF 04-01 is effective for business combinations consummated and goodwill impairment tests performed in reporting periods beginning after October 13, 2004. In February 2005, the Company recorded a gain on the termination of a preexisting lease arrangement as part of the acquisition of SurroMed, Inc.s biomarker business in accordance with the guidance in EITF 04-01. See Note 2.
In December 2004, the FASB issued SFAS No. 123 (Revised 2004) Share-Based Payment that will require compensation costs related to share-based payment transactions to be recognized in the financial statements. With limited exceptions, the amount of compensation cost will be measured based on the fair value on the date of grant of the equity or liability instruments issued. In addition, liability instruments will be remeasured each reporting period. Compensation cost will be recognized over the period that an employee provides service in exchange for the award. In March 2005, the SEC issued Staff Accounting Bulletin 107 which describes the SEC staffs expectations in determining the assumptions that underlie the fair value estimates and discusses the interaction of SFAS No. 123 (Revised) with certain existing SEC guidance. In April 2005, the SEC deferred the effective date for SFAS No. 123 (Revised) to the beginning of the first fiscal year that begins after June 15, 2005. The Company is currently evaluating the impact of the adoption of this statement on the