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U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
[X] Quarterly Report Under Section 13 or 15(d) of
THE SECURITIES EXCHANGE ACT OF 1934.
For the quarterly period ended: September 30, 2003
Commission File No. 1-16119
SFBC INTERNATIONAL, INC.
------------------------
(Exact name of registrant as specified in its charter)
DELAWARE 59-2407464
-------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
11190 BISCAYNE BLVD.
MIAMI, FL 33181
(305) 895-0304
--------------
(Address and telephone number
of principal executive offices)
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 [ ] No
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act). Yes [x] No [ ]
The registrant has 9,965,555 shares of common stock outstanding as of November
10, 2003.
INDEX
PART I - FINANCIAL INFORMATION
ITEM 1. Financial Statements
Condensed Consolidated Balance Sheets
as of September 30, 2003 (unaudited) and December 31, 2002 1
Condensed Consolidated Statements of Earnings for the three and
nine months ended September 30, 2003 and 2002
(unaudited) 2
Condensed Consolidated Statements of Cash Flows
for the nine months ended September 30, 2003 and 2002 (unaudited) 3 - 4
Notes to Unaudited Condensed Consolidated Interim Financial Statements 5 - 12
ITEM 2. Management's Discussion and Analysis of Interim Financial
Condition and Results of Operations 12 - 26
ITEM 3. Quantitative and Qualitative Disclosures About Market Risk 27 - 28
ITEM 4. Controls and Procedures 28 - 29
PART II - OTHER INFORMATION
ITEM 1. Legal Proceedings 29
ITEM 2. Change in Securities 29
ITEM 3. Defaults upon Senior Securities 30
ITEM 4. Submission of Matters to a Vote of Security Holders 30
ITEM 5. Other Information 30
ITEM 6. Exhibits and Reports on Form 8-K 30 - 31
SFBC INTERNATIONAL, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
SEPTEMBER 30, 2003 AND DECEMBER 31, 2002
================================================================================
ASSETS (Unaudited)
September 30, December 31,
2003 2002
----------- -----------
Current Assets
Cash and cash equivalents 7,370,355 6,361,496
Investment in marketable securities 1,103,690 2,413,522
Accounts receivable, net 31,381,159 21,753,778
Income tax receivable -- 290,221
Loans receivable from officers/stockholders 203,370 343,400
Prepaids and other current assets 5,294,885 4,256,584
----------- -----------
Total current assets 45,353,459 35,419,001
Loans receivable from officers 400,000 600,000
Property and equipment, net 19,934,769 16,612,579
Goodwill, net 47,405,128 30,151,148
Other intangibles, net 2,833,625 2,662,603
Deferred income taxes 1,396,593 283,665
Other assets, net 427,037 230,444
----------- -----------
Total assets 117,750,611 85,959,440
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Accounts payable 7,242,174 6,323,414
Accrued liabilities 3,570,570 3,041,087
Advance billings 4,113,515 3,802,754
Income tax payable 427,198 --
Deferred income taxes 85,308 85,308
Line of credit, current portion 4,966,667 --
Notes payable, current portion 1,729,555 1,361,231
----------- -----------
Total current liabilities 22,134,987 14,613,794
Line of credit 4,488,889 --
Notes payable 3,017,772 2,786,956
Stockholders' equity
Preferred stock. $0.10 par value, 5,000,000 shares authorized, none issued -- --
Common stock, $0.001 par value, 20,000,000 shares authorized, 7,948,555 and
7,408,682 shares issued and outstanding as of September 30, 2003 and
December 31, 2002 7,949 7,409
Additional paid-in capital 67,378,054 58,068,002
Retained earnings 20,033,745 12,641,431
Accumulated other comprehensive income 689,215 18,332
Common stock held in treasury, at cost - 0 shares at September 30, 2003
and 204,300 shares at December 31, 2002 -- (2,176,484)
----------- -----------
Total stockholders' equity 88,108,963 68,558,690
----------- -----------
Total liabilities and stockholders' equity 117,750,611 85,959,440
=========== ===========
The accompanying notes are an integral part of these financial statements.
1
SFBC INTERNATIONAL, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS (UNAUDITED)
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2003 AND 2002
================================================================================
Three Months Ended Nine Months Ended
September 30, September 30,
2003 2002 2003 2002
------------ ------------ ------------ ------------
Net revenue $ 29,078,652 $ 17,483,334 $ 70,232,241 $ 41,786,754
Costs and expenses
Direct costs 17,396,095 9,652,769 40,653,670 22,968,544
Selling, general and administrative expenses 7,284,094 4,777,248 20,331,372 12,363,767
------------ ------------ ------------ ------------
Total costs and expenses 24,680,189 14,430,017 60,985,042 35,332,311
Earnings from operations 4,398,463 3,053,317 9,247,199 6,454,443
Other income (expense)
Interest income 26,469 94,463 116,155 397,510
Interest expense (126,418) (86,079) (303,439) (218,821)
------------ ------------ ------------ ------------
Total other income (expense) (99,949) 8,384 (187,284) 178,689
------------ ------------ ------------ ------------
Earnings before taxes 4,298,514 3,061,701 9,059,915 6,633,132
Income tax expense 873,549 868,833 1,667,600 1,755,423
------------ ------------ ------------ ------------
Net earnings $ 3,424,965 $ 2,192,868 $ 7,392,315 $ 4,877,709
============ ============ ============ ============
Earnings per share:
Basic $ 0.45 $ 0.31 $ 1.00 $ 0.70
============ ============ ============ ============
Diluted $ 0.42 $ 0.30 $ 0.93 $ 0.66
============ ============ ============ ============
Shares used in computing earnings per share:
Basic 7,669,132 7,147,119 7,373,888 7,003,028
============ ============ ============ ============
Diluted 8,227,141 7,311,041 7,906,430 7,380,874
============ ============ ============ ============
The accompanying notes are an integral part of these statements.
2
SFBC INTERNATIONAL, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2003 AND 2002
================================================================================
2003 2002
------------ ------------
Cash flows from operating activities
Net earnings 7,392,315 4,877,709
Adjustments to reconcile net earnings to net cash provided by operating
activities:
Depreciation and amortization 3,431,885 1,925,189
Provision for bad debt (140,000) --
Noncash compensation - reduction of note receivable 200,000 200,000
Common stock options issued as compensation -- 35,417
Changes in assets and liabilities
Accounts receivable (5,682,567) (907,543)
Income tax receivable 290,221 --
Prepaid expenses and other current assets (625,848) (1,663,713)
Other assets (114,590) 34,536
Accounts payable (1,160,220) (340,140)
Accrued liabilities 1,027,435 864,739
Advance billings (831,129) (410,615)
Income taxes payable 429,708 (895,129)
Deferred income taxes (896,579) (894,167)
------------ ------------
Total adjustments (4,071,684) (2,051,426)
------------ ------------
Net cash provided by operating activities 3,320,631 2,826,283
------------ ------------
Cash flows from investing activities
Cash consideration - acquisitions, net of cash acquired (10,611,805) (29,228,978)
Purchase of property and equipment (3,335,795) (3,347,869)
Purchase of / change in long term investment - marketable securities 653,743 --
Loans to officers/stockholders 140,030 (19,732)
------------ ------------
Net cash used in investing activities (13,153,827) (32,596,579)
------------ ------------
Cash flows from financing activities
Borrowings against bank line of credit 9,455,556 --
Principal payments on notes payable (695,980) (511,462)
Repurchase of treasury stock -- (1,260,460)
Proceeds from the issuance/exercise of warrants and common stock 1,960,483 1,296,075
------------ ------------
Net cash provided by (used in) financing activities 10,720,059 (475,847)
------------ ------------
Net effect of exchange rate changes on cash 121,996 --
------------ ------------
Net increase (decrease) in cash and cash equivalents 1,008,859 (30,246,143)
Cash and cash equivalents at beginning of period 6,361,496 39,103,139
------------ ------------
Cash and cash equivalents at end of period $ 7,370,355 $ 8,856,996
============ ============
The accompanying notes are an integral part of these statements.
3
SFBC INTERNATIONAL, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) (Continued)
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2003 AND 2002
================================================================================
2003 2002
---- ----
Supplemental disclosures:
Interest paid $ 303,439 $ 218,821
Income taxes paid $ 1,242,855 $ 2,844,897
Supplemental disclosures of non-cash investing and finance activities:
Fair value of net assets (liabilities) assumed in connection with acquisition of businesses $ 4,511,419 $13,753,859
Common stock issued in connection with acquisition of business $ 9,526,592 $ 5,603,929
Professional fees accrued in connection with acquisition of business $ -- $ 73,360
Common stock options issued as compensation $ -- $ 35,417
The accompanying notes are an integral part of these statements.
4
SFBC INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
- ----------------------------------------------------------------
NOTE 1. ORGANIZATION AND BASIS OF PRESENTATION
- -----------------------------------------------
PRINCIPLES OF CONSOLIDATION AND ORGANIZATION
The consolidated financial statements include the accounts of SFBC
International, Inc. (the "Company") and its wholly-owned United States
subsidiaries, South Florida Kinetics, Inc. ("SFBC Miami"), Clinical
Pharmacology International, Inc. ("CPI"), Clinical Pharmacology of
Florida, Inc. ("CP"), SFBC New Drug Services, Inc., (which includes the
operations of SFBC Charlotte, Inc. effective April 1, 2003), SFBC Ft.
Myers, Inc., SFBC Analytical Laboratories, Inc., and Canadian
subsidiaries SFBC Canada Inc., Anapharm Inc., Danapharm Clinical
Research Inc. ("Danapharm") and SynFine Research Inc. All financial
information presented in this report relating to Canadian subsidiaries
has been converted to United States dollars. All intercompany
transactions and balances have been eliminated in consolidation.
During the three and six month periods ended June 30, 2003, Anapharm
owned a 49% interest in Danapharm located in London, Ontario Canada.
For these periods Danapharm's results, which were not material, were
reported on the equity method of accounting. On July 7, 2003, Anapharm
purchased the remaining 51% interest of Danapharm and accordingly from
July 7, 2003 the accounts of Danapharm were included in the
consolidated results of the Company. See Note 3 to the Condensed
Consolidated Financial Statements.
On August 4, 2003, the Company acquired CPI, which owns real estate,
and CP, merging CP into SFBC Miami. See Note 3 to the Condensed
Consolidated Financial Statements.
Unless the context otherwise requires, all references in this Report to
"we," "us," "our," "SFBC International," "SFBC," or the "Company" refer
to SFBC International, Inc. and its subsidiaries and predecessors as a
combined entity.
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 for quarterly
reports under section 13 of the Securities Exchange Act of 1934.
Accordingly, they do not include all of the information and footnotes
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 accruals)
5
necessary for a fair presentation have been made. Operating results for
the three and nine month periods ended September 30, 2003 are not
necessarily indicative of the results that may be expected for the
remaining quarter and for the year ending December 31, 2003.
Certain prior period amounts have been reclassified to conform with the
current year's presentation.
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
- ---------------------------------------------------
The accompanying condensed consolidated financial statements have been
prepared in accordance with the accounting policies described in the
Company's Annual Report Form 10-KSB for the year ended December 31,
2002, and should be read in conjunction with the consolidated financial
statements and notes which appear in that Report. These statements do
not include all of the information and footnotes required by accounting
principles generally accepted in the United States of America for
complete financial statements.
The preparation of the Company's 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 at the date of
the financial statements and revenues and expenses during the period.
Future events and their effects cannot be determined with absolute
certainty; therefore, the determination of estimates requires the
exercise of judgment. Actual results inevitably will differ from those
estimates, and such differences may be material to our financial
statements. Management continually evaluates its estimates and
assumptions, which are based on historical experience and other factors
that are believed to be reasonable under the circumstances. These
estimates and the Company's actual results are subject to the risk
factors listed in "Forward Looking Statements."
NET EARNINGS PER SHARE
----------------------
The Company applies Statement of Financial Accounting Standards No.
128, "Earnings Per Share" (FAS 128) which requires dual presentation of
net earnings per share: Basic and Diluted. Basic earnings per share is
computed using the weighted average number of common shares outstanding
during the period. Diluted earnings per share is computed using the
weighted average number of common shares outstanding during the period
adjusted for incremental shares attributed to outstanding options and
warrants to purchase approximately 1,150,583 and 1,113,766 shares of
common stock for the three and nine month periods ended September 30,
2003, and 523,169 and 808,046 shares for the three and nine month
periods ended September 30, 2002, respectively; less the assumed
repurchase of shares in accordance with the treasury stock method of
approximately 592,574 and 581,224 shares for the three and nine month
periods ended September 30, 2003, and 359,247 and 430,200 shares for
the three and nine month periods ended September 30, 2002,
respectively. For the three and nine month periods ended September
30, 2003, there were 0 and 162,500 options, respectively, excluded
from the treasury stock calculation due to the strike price of these
options exceeding the average market price for our shares.
6
On July 17, 2002, we announced a common stock buyback plan of up to
750,000 shares. As of December 31, 2002, we had purchased 204,300
shares in various open market purchases at an average price of
approximately $10.65 per share, or a total expenditure of approximately
$2,176,484. These shares are presented as common stock held in treasury
at December 31, 2002 and were retired in February 2003. We have
purchased 2,479 shares since December 31, 2002.
Based upon the current market price for our common stock and our
recently completed public offering of 2,000,000 shares of our common
stock, we do not intend to buy any of our shares in the foreseeable
future.
On November 5, 2003, the Company completed a public offering of its
common stock, pursuant to which the Company sold 2,000,000 shares of
common stock at a price of $29.50 per share. The underwriters in the
offering also have an option to purchase from the Company up to an
aggregate of 349,200 additional shares of the Company's stock to cover
over-allotments, if any. The underwriters have until November 30, 2003
to exercise this option. See Note 5 to the Condensed Consolidated
Financial Statements.
STOCK BASED COMPENSATION
At September 30, 2003, the Company had one stock based compensation
plan and had entered into a limited number of stock option agreements,
which have been disclosed in the Company's annual report on Form 10-KSB
for the year ended December 31, 2002 and its proxy statement for the
2003 annual meeting filed with the Securities and Exchange Commission.
The Company accounts for stock-based compensation using the intrinsic
value method. Accordingly, compensation cost for stock options issued
is measured as the excess, if any, of the fair value of the Company's
common stock at the date of grant over the exercise price of the
options. The Company's net earnings and earnings per share would have
been changed to the pro forma amounts indicated below had compensation
cost for the stock option plans and non-qualified options issued to
employees been determined based on the fair value of the options at the
grant dates consistent with the method of SFAS 123.
Three Months Ended Nine Months Ended
September 30, September 30,
2003 2002 2003 2002
---------------------- --------------------------
Net earnings:
As reported................... 3,424,965 2,192,868 7,392,315 4,877,709
Pro forma..................... 2,941,491 1,655,559 5,834,222 3,265,781
Basic earnings per share:
As reported................... $ 0.45 $ 0.31 $ 1.00 $ 0.70
Pro forma..................... $ 0.38 $ 0.23 $ 0.79 $ 0.47
Diluted earnings per share:
As reported................... $ 0.42 $ 0.30 $ 0.93 $ 0.66
Pro forma..................... $ 0.36 $ 0.23 $ 0.74 $ 0.44
7
The above pro forma disclosures may not be representative of the
effects on reported net earnings for future years as options vest over
several years and the Company may continue to grant options to
employees. In accordance with the requirements of SFAS 123, the fair
value of each option grant was estimated on the date of grant using a
binomial option-pricing model with the following weighted-average
assumptions used for grants in 2003 and 2002, respectively: no dividend
yield for all years; expected volatility of 75% for 2003 and 2002;
risk-free interest rates of 3% in 2003 and 2002; and expected holding
periods of three and five years in 2003 and 2002, respectively.
NEW ACCOUNTING PRONOUNCEMENTS
In June 2002, the FASB issued Statement No. 146, "Accounting for Costs
Associated with Exit or Disposal Activities" ("SFAS 146"). SFAS 146
applies to costs associated with an exit activity (including
restructuring) or with a disposal of long-lived assets. Those
activities can include eliminating or reducing product lines,
terminating employees and contracts and relocating plant facilities or
personnel. SFAS 146 is effective prospectively for exit or disposal
activities initiated after December 31, 2002, with earlier adoption
encouraged. The Company does not believe the adoption of this standard
will have a material impact on the financial statements.
In December 2002, the FASB issued Statement No. 148, "Accounting for
Stock-Based Compensation-Transition and Disclosure" ("SFAS 148"). SFAS
148 amends FASB Statement No. 123, "Accounting for Stock-Based
Compensation", to provide alternative methods of transition for an
entity that voluntarily changes to the fair value based method of
accounting for stock-based employee compensation and to require
prominent disclosures about the effects on reported net income of an
entity's accounting policy decisions with respect to stock-based
employee compensation. SFAS 148 also amends APB Opinion No. 28,
"Interim Financial Reporting," to require disclosures about those
effects in interim financial information. The Company currently
accounts for its stock-based compensation awards to employees and
directors under the accounting prescribed by Accounting Principles
Board Opinion No. 25 and provides the disclosures required by SFAS No.
123. The Company currently intends to continue to account for its
stock-based compensation awards to employees and directors under the
accounting prescribed by Accounting Principles Board Opinion No. 25 and
adopted the additional disclosure provisions of SFAS 148 in December
2002.
In November 2002, the FASB issued Interpretation 45 (FIN 45),
Guarantor's Accounting and Disclosure Requirements for Guarantees,
Including Indirect Guarantees of Indebtedness of Others. For a
guarantee subject to FASB Interpretation 45, a guarantor is required
to:
o measure and recognize the fair value of the guarantee at
inception (for many guarantees, fair value will be determined
using a present value method); and
8
o provide new disclosures regarding the nature of any
guarantees, the maximum potential amount of future guarantee
payments, the current carrying amount of the guarantee
liability, and the nature of any recourse provisions or assets
held as collateral that could be liquidated and allow the
guarantor to recover all or a portion of its payments in the
event guarantee payments are required.
The disclosure requirements of this Interpretation are effective for
financial statements for fiscal years ending after December 15, 2002,
and did not have a material effect on the Company's financial
statements. The initial recognition and measurement provisions are
effective prospectively for guarantees issued or modified on or after
January 1, 2003, which should not have a material effect on the
Company's financial statements.
In November 2002, the Emerging Issues Task Force reached a consensus on
Issue No. 00-21 ("EITF 00-21"), "Revenue Arrangements with Multiple
Deliverables." EITF 00-21 provides guidance on how to account for
arrangements that involve the delivery or performance of multiple
products, services and/or rights to use assets. The provisions of EITF
00-21 will apply to revenue arrangements entered into in fiscal periods
beginning after June 15, 2003. The Company has adopted EITF 00-21
effective June 15, 2003. The adoption of EITF 00-21 had no impact on
the Company's financial position or results of operations.
In May 2003, the FASB issued SFAS 150, "Accounting for Certain
Financial Instruments with Characteristics of both Liabilities and
Equity." This statement requires that certain financial instruments
that, under previous guidance, issuers could account for as equity be
classified as liabilities in statements of financial position. Most of
the guidance in SFAS 150 is effective for financial instruments entered
into or modified after May 31, 2003, and otherwise is effective at the
beginning of the first interim period beginning after June 15, 2003.
The adoption of SFAS 150 has not and is not expected to have a material
impact on our financial condition, results of operations, and cash
flows.
NOTE 3. ACQUISITIONS
- ----------------------
For the year ended December 31, 2002 and the nine months ended
September 30, 2003, our acquisitions consisted of the following:
o Our March 2002 acquisition of Anapharm Inc., a Quebec City,
Canada based provider of Phase I clinical trial and
bioanalytical laboratory services primarily to generic drug
companies, for which we paid approximately $26.7 million in
cash, and issued 167,375 shares of common. Additionally, key
Anapharm employees received a total of 110,000 stock options
exercisable at $23.97 per share;
9
o Our September 2002 acquisition of the assets of New Drug
Services, Inc. ("NDS"), a Kennett Square, Pennsylvania
provider of early clinical drug development, biostatistical,
data management and consulting services to the pharmaceutical
and biotechnology industries, for which we paid approximately
$8.0 million in cash and issued 234,060 shares of the
Company's common stock. Additionally, NDS is entitled to
receive up to an aggregate of $7.3 million in earn-out
payments contingent on agreed annual pre-tax income targets
over the three 12 month periods beginning on October 1, 2002.
We also agreed to make payments of $225,000 per year for three
years to certain shareholders of NDS, of which $225,000 was
paid in September 2003 and $225,000 remains to be paid in each
of September 2004 and 2005. We did not achieve the stipulated
earnings targets that would have required us to pay NDS the
balance of the potential earn-out for the first 12-month
period. NDS may still earn the full $7.3 million during the
remaining two years of the earn-out. Any earn-out payments due
are payable to NDS no later than November 30 in each of 2004
and 2005;
o Our March 2003 acquisition of substantially all of the common
stock of SynFine Research Inc., an Ontario corporation, a
provider of chemical synthesis products used by bioanalytical
laboratories, for which we paid $1.6 million in cash.
o Our July 2003 acquisition of the remaining 51% of Danapharm
which Anapharm did not own, for which we paid an initial
amount of approximately $480,000 consisting of $336,000 in
cash and our issuance of 8,142 shares of common stock, with
additional consideration of approximately $1.12 million
comprised of approximately $785,000 in notes payable and our
issuance of 19,004 shares of common stock payable in four
equal payments over the next four years. Danapharm is a
London, Ontario-based Phase III clinical trials management
company; and
o Our August 2003 acquisition of CP, a Miami, Florida company
specializing in Phase I clinical trials, as well as CPI, for
which we paid approximately $7.5 million in cash and issued
443,072 shares of common stock. Of such amounts, we have
deposited approximately $1.0 million and 54,000 shares of
common stock in escrow for subsequent delivery to the sellers
over the next three years. In addition, the shareholders of CP
will have an opportunity during the three 12-month periods
ending June 30, 2004, 2005 and 2006, respectively, to earn up
to an aggregate of $9.0 million in additional consideration,
one-half payable in cash and one-half in common stock, based
upon attaining agreed revenue milestones.
UNAUDITED PRO FORMA RESULTS
Unaudited pro forma results of operations after giving effect to
certain adjustments resulting from the 2002 and 2003 acquisitions were
as follows for the three and nine month periods ended September 30,
2003 and September 30, 2002 as if the business combinations had
10
occurred at the beginning of each period presented. The pro forma
results do not include the operations of SynFine as this acquisition
did not have a material impact on the Company's consolidated
operations.
Three Months Ended Nine Months Ended
September 30 September 30
2003 2002 2003 2002
--------- --------- --------- ---------
Net revenue 29,782,773 21,623,891 76,263,588 58,650,932
Net earnings 3,550,535 3,007,249 8,386,539 7,247,036
Earnings per share
- basic $ 0.45 $ 0.39 $ 1.08 $ 0.94
Earnings per share
- diluted $ 0.42 $ 0.38 $ 1.01 $ 0.89
The pro forma data is provided for information purposes only and does
not purport to be indicative of results which actually would have been
obtained if the combinations had been effected at the beginning of each
period presented, or of those results which may be obtained in the
future.
NOTE 4. GOODWILL AND INTANGIBLE ASSETS
- ----------------------------------------
In connection with adopting SFAS 142, the Company also reassessed the
useful lives and the classifications of its identifiable intangible
assets and determined that they continue to be appropriate. The
components of the Company's intangible assets subject to amortization
are approximately as follows:
September 30, 2003 December 31, 2002
------------------ -----------------
Weighted
Average Gross Gross
Life Carrying Accumulated Carrying Accumulated
Years Amount Amortization Amount Amortization
-------- ---------- ------------- ---------- ---------
Methodologies 4 $1,721,000 $ (734,000) $1,721,000 $(377,000)
Employment
Agreement 5 1,140,000 (272,000) 590,000 (162,000)
Subject Database 4 900,000 (338,000) 900,000 (169,000)
Customer backlog 1 790,000 (373,000) 290,000 (130,000)
---------- ----------- ---------- ---------
$4,551,000 $(1,717,000) $3,501,000 $(838,000)
========== =========== ========== =========
Amortization expense for intangible assets during the three and nine
month periods ended September 30, 2003 was approximately $333,000 and
$929,000, respectively, and $235,000 and $513,000 for the three and
11
nine month periods ending September 30, 2002, respectively. The
following table provides information regarding estimated amortization
expense for each of the following years ended December 31:
2003 $1,241,000
2004 1,227,000
2005 835,000
2006 235,000
2007 110,000
----------
$3,648,000
==========
As of September 30, 2003, all intangible assets except goodwill were
subject to amortization expense.
The Company assesses its goodwill for impairment annually as of the 1st
of January of each year. No impairment was recorded in 2003 or 2002.
NOTE 5. SUBSEQUENT EVENTS
- -------------------------
On November 5, 2003, the Company completed a public offering of its
common stock, pursuant to which the Company sold 2,000,000 shares of
common stock at a price of $29.50 per share. In addition, as part of
the offering, certain selling stockholders, including executive
officers of the Company, offered 328,000 shares of the Company's common
stock. Proceeds to the Company from the offering, net of underwriting
discounts, were approximately $55,460,000 less offering expenses of
approximately $1.2 million. The underwriters in the offering also have
an option to purchase from the Company up to an aggregate of 349,200
additional shares of the Company's common stock to cover
over-allotments, if any. The underwriters have until November 30, 2003
to exercise this option. The Company used the proceeds of the offering
to repay approximately $9.2 million in outstanding debt under its
existing bank credit facility, and intends to use the balance for
selective acquisitions, general corporate purposes and working capital
requirements.
On October 24, 2003, we entered into an agreement to establish a
Spanish company that will open a bioanalytical laboratory in Barcelona,
Spain and provide services to the European market. We own 49% of the
Spanish company and have an option to purchase an additional 2% of the
entity at a future date. We estimate that our initial contribution will
be approximately $354,000 or the equivalent thereof in local currency.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF INTERIM FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
You should read the following discussion in conjunction with our financial
statements and related notes appearing elsewhere in this Report on Form 10-Q.
The following discussion and other information in this Report on Form 10-Q
contains "forward-looking statements" within the meaning of Section 27A of the
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Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934,
as amended. In many cases, you can identify forward-looking statements by
terminology such as "may," "will," "should," "expect," "plan," "anticipate,"
"believe," "estimate, "predict," "intend," "potential" or "continue" or the
negative of these terms or other comparable terminology. These forward-looking
statements involve risks and uncertainties. Our actual results could differ
materially from those indicated in these statements as a result of certain
factors, as more fully discussed herein under the heading "Forward-Looking
Statements" and in our prospectus dated October 31, 2003 filed with the
Securities and Exchange Commission. Readers should not place undue reliance on
any such forward-looking statements, which are made pursuant to the Private
Securities Litigation Reform Act of 1995 and, as such, speak only as of the date
made. We do not assume any obligation to update the forward-looking statements
after the date hereof.
OVERVIEW
We are a contract research organization, providing a broad range of specialized
drug development services to branded pharmaceutical, biotechnology and generic
drug companies. We are a leading provider of early clinical development
services, specializing primarily in the areas of Phase I and Phase II clinical
trials and bioanalytical laboratory services. We also provide a range of
complementary services to our clients, including early clinical pharmacology
research, biostatistics and data management, and regulatory and drug submission
as well as Phase III and Phase IV clinical trial management services in select
therapeutic areas. Our clients include many of the largest pharmaceutical,
biotechnology and generic drug companies in the world. We have conducted Phase I
and Phase II clinical trials for many leading drugs, including Ambien, Celebrex,
Claritin, Vioxx, Zithromax and Zoloft.
We operate five clinical trial facilities located in Miami and Ft. Myers,
Florida and in Quebec City and Montreal in Canada. These facilities together
account for 1,000 beds. Our 500-bed, 73,000-square foot Miami facility is our
largest freestanding facility and, we believe, the largest Phase I and Phase II
clinical trials facility in North America. Our Canadian facilities include
approximately 310 beds and related bioanalytical and clinical laboratories. Our
Canadian facilities primarily service the generic drug industry. We believe our
strength in rapidly recruiting clinical trial participants and our ability to
conduct high quality large clinical trials provide our clients with the
opportunity to generate the data they require with fewer clinical trials. We
believe this capability can help our clients to reduce their drug development
lead times and makes us a desirable drug development services partner.
Our revenue consists primarily of fees earned for services performed under
contracts with branded pharmaceutical, biotechnology and generic drug company
clients. Typically, a portion of our contract fee is due upon signing of the
contract, and the majority of the contract fee is generally paid in installments
upon the achievement of certain agreed upon performance milestones. Our
contracts are typically terminable immediately or after a specified period
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following notice by the client. These contracts usually require payment to us of
expenses to wind down a study, payment to us of fees earned to date, and in some
cases a termination fee. Historically, since most of our contracts have been
Phase I and Phase II trials which are of short duration, we have not experienced
any significant terminations of contracts in progress.
We record our recurring operating expenses in two primary categories, (1) direct
costs, and (2) selling, general and administrative expenses. Direct costs
consist primarily of participant fees and associated expenses, direct labor and
benefits, facility costs, depreciation associated with facilities and equipment
used in conducting trials, and other costs and materials directly related to
contracts. Direct costs as a percentage of net revenue vary from period to
period, due to the varying mix of contracts and services performed and to the
percentage of revenue arising from our Canadian operations which have higher
direct costs. Selling, general and administrative costs consist primarily of
administrative payroll and overhead, advertising and public relations expense,
legal and accounting expense, travel, depreciation and amortization related to
amortizable intangibles.
The gross profit margins on our contracts vary depending upon the nature of the
services we perform for our client. Gross margins for our Phase I and Phase II
clinical trials and bioanalytical services generally tend to be higher than
those for our Phase III trials management and other services that we perform.
Within our Phase I and Phase II business, our gross profit margins are generally
higher for trials which involve a larger number of participants, a longer period
of study time and the performance of more tests. Gross margins for our services
to branded drug clients generally tend to be higher than those for generic drug
clients. In addition, our gross profit margins will vary based upon our mix of
domestic and international business. Gross margin is calculated by subtracting
direct costs from net revenue. Gross profit margin is calculated by dividing the
gross margin by net revenue. We have made a number of acquisitions over the last
several years that affect period to period comparability of our financial
statements. For a discussion of these acquisitions, you should review the
information presented in Note 3 to our Consolidated Financial Statements
included in this Report.
Our Canadian operations, which primarily provide services to generic drug
companies, have historically employed a higher relative number of research and
development employees and incurred higher selling, general and administrative
expenses as a percentage of revenue than our United States operations. The
Canadian government subsidizes a portion of these additional expenses through
tax credits. Under United States generally accepted accounting principles or
GAAP, these credits are applied against income tax expense rather than against
the underlying selling, general and administrative expenses or direct costs that
generated the credit.
As a result of the acquisition of our Canadian operations, which occurred in
March 2002, we expect our future effective tax rate to be generally lower as
compared to our historical tax rate of 35.0% to 38.5% before the acquisition.
Our future effective tax rate will be dependent on the amount of the tax credits
we receive in connection with our Canadian operations and the relative
contribution of our Canadian operations to our consolidated pre-tax income.
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CRITICAL ACCOUNTING POLICIES
The preparation of our financial statements requires our management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities at the date of the financial statements and revenue and expenses
during the applicable period. Future events and their effects cannot be
determined with certainty; therefore, the determination of estimates requires
the exercise of judgment. Actual results inevitably will differ from those
estimates, and such differences may be material to our financial statements. Our
management continually evaluates its estimates and assumptions, which are based
on historical experience and other factors that we believe to be reasonable
under the circumstances. These estimates and our actual results are subject to
known and unknown risks and uncertainties, including those discussed in the
"Risk factors" section of our prospectus for our recent public offering dated
October 31, 2003 and filed with the Securities and Exchange Commission.
We believe that the following are some of our most critical accounting policies:
REVENUE AND COST RECOGNITION
Revenue from contracts is generally recognized as services are performed on the
percentage-of-completion method of accounting, with performance generally
assessed using output measures, such as units-of-work performed to date as
compared to the total units-of-work contracted. Contracts may contain provisions
for renegotiation in the event of cost overruns due to changes in the level of
work scope. Renegotiated amounts are included in revenue when the work is
performed and realization is assured. Provisions for losses to be incurred on
contracts are recognized in full in the period in which it is determined that a
loss will result from performance of the contractual arrangement.
Direct costs include all direct costs related to contract performance. Costs are
not deferred in anticipation of contracts being awarded, but instead are
expensed as incurred. Changes in job performance and estimated profitability may
result in revisions to costs and income and are recognized in the period in
which the revisions are determined. Due to the inherent uncertainties in
estimating costs, it is at least reasonably possible that the estimates used
will change in the near term and the change could be material.
Included as assets on our balance sheet are unbilled amounts included in
accounts receivable, which represent revenue recognized in excess of amounts
billed. Advance billings represent amounts billed in excess of revenue
recognized, and are reflected as liabilities on our balance sheet.
ALLOWANCES FOR DOUBTFUL ACCOUNTS AND CHANGES IN CONTRACTS
Our allowance for doubtful accounts and our allowance for changes in contracts
(such as reductions in scope) are based on our estimates of the creditworthiness
of our clients, analysis of subsequent changes in contracts, analysis of
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delinquent accounts, the payment histories of the accounts and our judgment with
respect to current economic conditions and, in our opinion, are each believed to
be in an amount sufficient to respond to normal business conditions. We set
reserves for clients based upon historical collection experience, and set
specific reserves for clients whose accounts have aged significantly beyond this
historical collection experience. Should business conditions deteriorate or any
major client default on its obligations to us, this allowance may need to be
significantly increased, which would have a negative impact upon our results of
operations.
The allowance for changes in contracts is an estimate established through
reductions to net revenue while the allowance for doubtful accounts is an
estimate established through charges to selling, general and administrative
expenses.
INCOME TAXES
Significant management judgment is required in developing our provision for
income taxes, including the determination of foreign tax liabilities, deferred
tax assets and liabilities and any valuation allowances that might be required
against the deferred tax assets. We evaluate quarterly our ability to realize
our deferred tax assets and adjust the amount of our valuation allowance, if
necessary. We operate within multiple taxing jurisdictions and are subject to
audit in those jurisdictions. Because of the complex issues involved, any claims
can require an extended period to resolve. In our management's opinion, adequate
provisions for income taxes have been made. Based on certain tax planning
strategies relating to our Canadian operations, we believe that it is more
likely than not that these tax credits will be realized and thus no valuation
allowance is necessary. However, there is no assurance that the credits will be
fully realized. These tax planning strategies include the shifting of income to
our Canadian operations from other jurisdictions as well as the potential
reduction of research and development employees.
IMPAIRMENT OF ASSETS
We review long-lived assets, and certain identifiable intangibles held and used,
for possible impairment whenever events or changes in circumstances indicate
that the carrying amount of an asset may not be recoverable. In evaluating the
fair value and future benefits of our intangible assets, we perform an analysis
of the anticipated undiscounted future net cash flows of the individual assets
over the remaining amortization period. We recognize an impairment loss if the
carrying value of the asset exceeds the expected future cash flows.
In 2002, we began to perform an annual test for impairment of goodwill. This
test is performed by comparing, at the applicable reporting unit level, the
carrying value of goodwill to its fair value. We assess fair value based upon
our best estimate of the present value of future cash flows that we expect to
generate by an applicable reporting unit. The test performed for 2002 did not
identify any instances of impairment. However, changes in expectations as to the
present value of the reporting unit's future cash flows might impact subsequent
year's assessments of impairment.
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FOREIGN CURRENCIES
We derive a large portion of our net revenue from international operations. Our
financial statements are denominated in U.S. dollars; thus, factors associated
with international operations, including changes in foreign currency exchange
rates, could significantly affect our results of operations and financial
condition. Exchange rate fluctuations between foreign currencies and the U.S.
dollar create risk in several ways, including the risk of translating revenue
and expenses of foreign operations into U.S. dollars, known as translation risk,
and the risk that we incur expenses in a currency other than that in which the
contract revenue is paid, known as transaction risk. Gains and losses on foreign
currency transactions are reported in results of operations, while translation
adjustments are reported as a component of accumulated other comprehensive
income within stockholders' equity.
RESULTS OF OPERATIONS
NET REVENUE
Net revenue increased from $17,483,334 for the three months ended September 30,
2002 to $29,078,652 for the three months ended September 30, 2003, and from
$41,786,754 for the nine months ended September 30, 2002 to $70,232,241 for the
nine months ended September 30, 2003, an increase of 66.3% and 68.1%,
respectively. The increase for both the three and nine month periods is
primarily attributable to the significant growth of SBFC's generic business at
Anapharm, and Phase I and Phase II business at its Miami facility, and due to
additional revenues from acquired entities.
For the three months ended September 30, 2003, the Company recorded a full
quarter of revenue at its New Drug Service's location in Kennett Square compared
to approximately one month of revenue in same period ended September 30, 2002.
Additionally, for the period ended September 30, 2003 the Company recorded
approximately a full quarter of revenue from Danapharm, and approximately two
months of revenue at the former CP facility, compared to zero revenue in the
same period during 2002.
On a pro forma basis, if the Company had owned all of its subsidiaries as of
January 1, 2002, net revenue for the three and nine month periods ended
September 30, 2003 increased approximately 37.7% and 30.0%, respectively, over
the same three and nine month periods ended September 30, 2002. We believe that
this pro forma comparison which is a non-GAAP financial measure, permits us to
more accurately track our internal growth rate. We believe it is also meaningful
to investors since the inclusion of the results of operations from our two 2002
acquisitions from their respective dates of acquisition does not provide a fair
comparison of our results of operations between the two periods.
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For the three and nine month periods ended September 30, 2003 net revenue from
Canadian operations (in excess of 90% from Anapharm) included in total revenue,
was $14,154,861, and $33,322,671, respectively.
DIRECT COSTS
Direct costs as a percentage of net revenue increased from 55.2% to 59.8% for
the three months ended September 30, 2003 compared to the same period in the
prior year. For the nine months ended September 30, 2003, direct costs as
percentage of net revenue increased from 55% to 57.9% compared to the same
period in 2002.
For the nine month period, the increase in direct costs is attributable to the
inclusion of nine months of Phase III revenues for NDS compared to approximately
one month in the prior year, and nine months of operations at Anapharm during
2003 compared to six and one-half months for the same period during 2002.
For the three month period ended September 30, 2003 the increase in direct costs
compared to the same period in 2002 was attributable to the mix of contracts.
Direct costs for our generic business in Canada and for our Phase III operations
at NDS, which are higher than the direct costs for Phase I and Phase II business
in the United States, represented a higher percentage of business for the three
month period ended September 30, 2003 compared to the same period in 2002.
In the fourth quarter of 2003 (ending December 31, 2003), we expect that our
United States Phase I and II business will account for a higher percentage of
our revenue. This should result in a decrease in direct costs as a percentage of
revenue.
GROSS PROFIT MARGINS
Gross profit increased from $7,830,565 to $11,682,557 for the three months ended
September 30, 2003 and from $18,818,210 to $29,578,571 for the nine months ended
September 30, 2003, an increase of 49.2% and 57.2% respectively from the
corresponding periods in the prior year. As a percentage of net revenue, gross
profit decreased to 40.2% from 44.8% for the three months ended September 30,
2003 and decreased to 42.1% from 45.0% for the nine months ended September 30,
2003 as compared to the corresponding periods in the prior year.
This decrease in our gross profit margins for the nine month period ended
September 30, 2003 compared to the same nine month period in 2002 is primarily
attributable to the inclusion of nine months of Phase III revenues for NDS
compared to approximately one month in the prior year, and nine months of
operations at Anapharm during 2003 compared to six and one-half months for the
same period during 2002. Anapharm's gross profit margins are lower due to the
nature of Anapharm's business in the competitive generic market where it employs
a high number of research and development employees and incurs higher direct
costs as a percentage of revenues than our United States operations. The
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Canadian government subsidizes a portion of these additional expenses through
tax credits. Under United States GAAP, these credits are applied against income
tax expense rather than against the underlying direct cost that generated the
credit. The overall impact on our operations is that the direct cost and
selling, general and administrative expenses as a percentage of revenues will be
permanently higher and our effective tax rate will be permanently lower than in
the past. Our net income is not affected by this method. See "Pro Forma
Disclosure."
Additionally the decrease in our gross margins for both the three and nine month
periods is attributable to the mix of our contracts which changes from period to
period. For the three months ended September 30, 2003, our generic business at
Anapharm and our Phase III business at NDS and Danapharm which carry lower gross
margins than our Phase I and Phase II business, represented a higher percentage
of our contracts when compared to the same period ended September 30, 2002.
For the reason stated above under "Direct Costs," we expect that our gross
profit margins will increase in the fourth quarter of 2003.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
Selling, general and administrative expenses ("SG&A") increased from $4,777,248
to $7,284,094 for the three months ended September 30, 2003 and from $12,363,767
to $20,331,372 for the nine months ended September 30, 2003, an increase of
52.5% and 64.4%, respectively, over the same periods in the prior year. As a
percentage of net revenue, our SG&A expenses decreased from 27.3% to 25.0% for
the three months ended September 30, 2003 and from 29.6% to 28.9% for the nine
months ended September 30, 2003 as compared to the corresponding periods in the
prior year.
The increase in total SG&A expenses for the three and nine month periods ended
September 30, 2003 compared to the same periods of 2002 is primarily due to (i)
our continuing increased sales and marketing efforts, (ii) the hiring of new
personnel, increased depreciation and amortization expense and other expenses
consistent with the growth of the Company, (iii) increased public company
expenses and (iv) the inclusion of SG&A expense from acquired companies.
The decrease in SG&A expenses as a percentage of revenues for both the three and
nine month period is primarily due to the growth of revenues relative to fixed
costs.
INCOME TAX EXPENSE
The Company's effective tax rate for the three month period ended September 30,
2003 was 20.3% compared to 28.4% for the same three-month period ended September
30, 2002, respectively. The decrease in the effective tax rate for the three
months ended September 30, 2003 compared to the prior year is due to the
increase in profitability of Anapharm as a ratio of overall consolidated net
income.
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For the nine months ended September 30, 2003, the Company's effective tax rate
was 18.4% compared to 26.5% for the same period in 2002. This decrease is
primarily attributable to Anapharm's strong operating results as a ratio of
overall consolidated net income and Anapharm's significantly lower tax rate, and
due to the inclusion of Anapharm's lower tax rate for nine months during 2003
compared to six and one-half months during 2002. As described throughout this
Report, Anapharm receives significant certain non-cash tax credits from the
government of Canada for incurring research and development expenses. These
credits lower the Company's effective tax rate. The Company expects the nature
of Anapharm's business and the generation of significant tax credits to
continue, however, there can be no assurance on the amount of these credits on a
quarterly or annual basis.
Our future effective tax rate will be dependent on the amount of the credits
Anapharm receives and Anapharm's relative contribution to our consolidated
pre-tax income. For the remainder of 2003 we expect our effective tax rate to be
between 25-28 %, and an annual rate of between 21-23% compared to the 2002 tax
rate of 24% which included Anapharm's lower tax rate for nine and one-half
months. The higher tax rate we anticipate for the balance of the year gives
effect to the fact that our Phase I and II business in the United States
historically is substantially stronger in the second half of the year,
particularly in the fourth quarter. We expect this cyclical trend to continue.
Whenever commercially practical, we refer Phase I and Phase II studies and
bioanalytical contracts to our Canadian operations benefit from the lower
operating costs and lower tax rates in Canada, and the availability of tax
credits. Excluding the impact of tax credits, our effective tax rate in Canada
is approximately 33% compared to approximately 40% in the United States. There
will be some practical limitations which prevent us from referring some studies
to Anapharm including differing areas of expertise, the availability of a
special population groups or client preferences on where the work should be
performed.
NET EARNINGS
Net income increased from $2,192,868 to $3,424,965 for the three months ended
September 30, 2003 and from $4,877,709 to $7,392,315 for the nine months ended
September 30, 2003, an increase of 56.2% and 51.6%, respectively over the same
periods in the prior year. On a fully diluted basis, our earnings per share
increased from $0.30 to $0.42 for the three-month period ended September 30,
2003 and from $0.66 to $0.93 for the nine-month period ended September 30, 2003
as compared to the corresponding periods in the prior year. The weighted average
number of shares outstanding used in computing earnings per share on a fully
diluted basis increased from 7,311,041 to 8,227,141 for the three-month period
ended September 30, 2003 and from 7,380,874 to 7,906,430 for the nine month
period ended September 30, 2003 as compared to the corresponding period in the
prior year.
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Since January 1, 2002, there has been a significant increase in the number of
shares outstanding. On March 18, 2002, we issued 167,375 shares related to the
acquisition of Anapharm. On September 6, 2002, we issued 234,060 shares related
to the acquisition of NDS. During the year ended December 31, 2002, we issued
336,927 shares as a result of option and warrant exercises and repurchased
204,300 shares on the open market. On July 7, 2003, we issued 27,146 shares
related to the acquisition of Danapharm. On August 4, 203, we issued 443,072
shares related to the acquisition of CP. During the nine months ended September
30, 2003, we issued 276,434 shares as a result of option and warrant exercises
and repurchased 2,479 shares on the open market. Additionally during 2003, our
stock price increased significantly causing an increase in the dilutive effect
of all options outstanding.
LIQUIDITY AND CAPITAL RESOURCES
For the nine months ended September 30, 2003, net cash provided by operating
activities was $3,320,631 in contrast to $2,826,283 of net cash provided by
operations for the corresponding period in 2002. The change is primarily
attributable to the increase in net earnings and depreciation and amortization
resulting from the growth of our business, offset by a substantial increase in
our accounts receivable and decrease in accounts payable.
For the nine months ended September 30, 2003, net cash used in investing
activities was $13,153,827 compared to $32,596,579 used in investing activities
for the corresponding period in 2002. The decrease is primarily attributable to
the use of approximately $22,000,000 of net cash to acquire Anapharm in March
2002 and the use of approximately $7,200,000 to acquire NDS in September 2002 as
compared to approximately $1,600,000 of net cash used to acquire SynFine
Research in March 2003, approximately $336,000 of net cash used to acquire
Danapharm in July 2003, approximately $7,500,000 of net cash used to acquire CP
and CPI in August 2003 and approximately $1,200,000 used to pay an earn-out from
our March 2000 acquisition of a Charlotte, North Carolina Phase III business.
For the nine months ended September 30, 2003, net cash provided by financing
activities was $10,720,059 as compared to net cash used in financing activities
of $475,847 in the corresponding period of 2002. The increase is primarily
attributable to drawing down $10,300,000 from our bank credit facility (the
"Credit Facility") with Wachovia Bank National Association ("Wachovia") and an
increase in proceeds of approximately $1,960,000 relating to stock options and
warrants exercised in 2003 from approximately $1,296,000 during the same period
in 2002, offset by approximately $1,260,000 of cash used to purchase treasury
shares in 2002.
We entered into the Wachovia Credit Facility on September 16, 2002. The Credit
Facility is secured by substantially all of our assets, including the common
stock and assets of our subsidiaries. In addition, all of our subsidiaries are
guarantors under the Credit Facility. Initially it was a $10.0 million facility,
but it was amended by Wachovia on July 30, 2003 and increased to $15.0 million
on substantially the previously existing terms.
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In order to fund the August 2003 purchase price of CP and CPI, including
transaction costs, the Company borrowed an additional $8.0 million under the
Credit Facility. Sums borrowed under the Credit Facility can be prepaid without
penalty. On November 6, 2003, we repaid the Credit Facility, which had a balance
outstanding of $9,233,334, using proceeds from our October 31, 2003 public
offering. One of the other primary purposes of our public offering was to
provide capital for future acquisitions. Additionally, we may use our Credit
Facility again to finance acquisitions as it provides that we can borrow up to
$8.0 million to finance acquisitions, subject to Wachovia's approval, and $7.0
million for working capital. We are evaluating and expect to continue to
evaluate and engage in discussions regarding acquisitions, some of which could
be significant. However, we currently have no definitive agreements or binding
commitments to make any future acquisitions.
As of November 10, 2003 we had approximately $56 million in cash on hand. Based
upon our cash balances and our estimated future positive cash flows from
operations, we believe we have enough working capital to meet our operational
needs within the next 12 months. If we consummate any additional acquisitions,
we expect to use our existing cash, our Credit Facility and, if necessary,
obtain additional debt or equity financing. Except for the possibility of the
underwriters exercising their over-allotment option and issuing stock related to
potential earn-outs described in "Commitments" below or a potential accretive
acquisition, should one arise, we do not anticipate issuing any of our common
stock during the next 12 months.
COMMITMENTS
NDS EARN-OUT
We may be required to pay NDS up to $7.3 million as an earn-out based upon
agreed annual pre-tax income targets over the three 12 month periods beginning
on October 1, 2002. We are also required to pay certain shareholders of NDS an
aggregate of $225,000 in September 2003 (which has been paid) and $225,000 in
each of September 2004 and 2005. To the extent earned, up to approximately $2.0
million of the $7.3 million could become payable through the issuance of our
common stock. The earnings test for the first year was not met. NDS may still
earn the full $7.3 million during the remaining years of the earn-out.
CP EARN-OUT
Based upon the future revenue of our Phase I and Phase II businesses (which
include CP), during the 12 month periods ending June 30, 2004, 2005, and 2006,
respectively, we may be required to pay the shareholders of CP up to an
aggregate of $9.0 million as an earn-out, subject to a $4.0 million annual
limitation, one-half payable in cash and one-half payable in shares of our
common stock.
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RELATED PARTY TRANSACTIONS
In March 2003, Lisa Krinsky, M.D., our chairman of the board of directors and
president, voluntarily prepaid a note due on July 31, 2003 in the amount of
$94,918 including accrued interest. The loan represented personal expenses we
paid for Dr. Krinsky in 1998 prior to our initial public offering. We will not
make any future loans to our executive officers and directors.
In September 2003, we paid $100,000 to Dr. Michael Adams, president of SFBC New
Drug Services, Inc.. This payment was part of the $225,000 aggregate payment we
are required to pay to certain shareholders of NDS in each of September 2003
(which has been paid), 2004 and 2005. These payments are treated as
non-refundable credits towards future earn-out payments that were negotiated in
connection with our acquisition of NDS in September 2002. He will receive at
least an additional $100,000 in each of September 2004 and 2005.
In conjunction with our August 2001 acquisition of KeyStone Analytical, Inc.
(now SFBC Analytical, Inc.) we entered into a five-year employment agreement
with Dr. Allan Xu, who was previously the present and an approximately 38%
stockholder of KeyStone Analytical and who became president of our SFBC
Analytical subsidiary. The employment agreement provides Dr. Xu with various
benefits, including, among others, a loan in the original amount of $1.0 million
(with a current principal balance of $600,000) nominally repayable in equal
installments of $200,000 plus interest on each August 20th commencing in 2002.
The loan is secured by some of the common stock we issued to Dr. Xu in
connection with the acquisition. However, as long as Dr. Xu remains employed
with us, we have agreed to forgive the corresponding installment due on each
applicable installment date over the five-year term.
We paid all of the expenses of our recent offering, except for the underwriting
discounts. The selling stockholders, all of whom are executive officers of the
Company, did not pay any offering expenses. However, we and the selling
stockholders each paid a pro rata portion (relative to the shares sold) of the
underwriting discounts in the offering.
FORWARD-LOOKING STATEMENTS
The statements in this Report relating to our expectations about our mix of
business in the fourth quarter, our gross margins, our not incurring future
foreign currency losses, future Canadian tax credits in the fourth quarter and
tax rates, and the nature of Anapharm's business and its continued generation of
tax credits, the Company's effective future tax rates, the possibility of future
dilution, the adequacy of our working capital, future acquisitions, the payment
23
of future earn-outs, and the repurchase of our common stock, are forward-looking
statements within the meaning of the Private Securities Litigation Reform Act of
1995 (the "Act"). Additionally, words such as "expects," "anticipates,"
"intends," "believes," "will" and similar words are used to identify
forward-looking statements within the meaning of the Act.
The results anticipated by any or all of these forward-looking statements might
not occur. Important factors, uncertainties and risks that may cause actual
results to differ materially from these forward-looking statements include (1)
an unanticipated decision to make an acquisition of a substantially larger
competitor, which would require us to re-allocate our intended uses of our cash
resources; (2) our ability to successfully implement our plans for operational
and geographical expansion; (3) our ability to successfully achieve and manage
the technical requirements of specialized clinical trial services, while
maintaining compliance with applicable rules and regulations; (4) our ability to
compete nationally in attracting pharmaceutical companies in order to develop
additional business; (5) our continued ability to recruit participants for
clinical studies; (6) the economic climate nationally and internationally as it
affects drug development operations, (7) our ability to integrate and absorb our
most recent acquisition and any future acquisitions into our current operational
structure, (8) the changing mix of, and the amount contracts and laboratory
services offered, (9) future legislation in Canada which may affect our ability
to continue to generate tax credits at Anapharm to lower the effective tax rate,
(10) our future stock price, and (11) a variety of economic factors that may
affect the relative values of the United States and Canadian currencies as well
as the results of any hedging strategies should we employ such strategies.
We undertake no obligation to publicly update or revise any forward-looking
statements, whether as the result of new information, future events or
otherwise. For more information regarding some of the ongoing risks and
uncertainties of our business, see our prospectus dated October 31, 2003 we
filed with the Securities and Exchange Commission.
PRO FORMA DISCLOSURE
The following table reflects our actual results of operations for the three and
nine months ended September 30, 2003, and our pro forma results of operations
for the same periods. The pro forma adjustments reflect the application of
$970,290 and $2,405,301, respectively for the three and nine month periods ended
September 30, 2003 in Canadian tax credits, to the costs which generated the
credit. Under United States generally accepted accounting principles or GAAP,
the tax credits are required to be applied as a credit to "Income tax expense"
on our income statement. As a result, in our financial statements net income
before taxes is reduced by the amount of all of the direct costs and selling,
general and administrative expenses. Under the pro forma approach, we reduce the
expenses which generated the credit by the amount of the credit, and increase
income tax expense by a corresponding amount. The end result under the pro forma
approach is that our direct costs and selling, general and administrative
expenses are lower, and our income tax expense is higher. Net income is
identical under both the actual and pro forma approaches.
24
This unaudited pro forma presentation, which is not in conformity with GAAP,
assists our management in comparing our operating margins and income tax rates
to those of other companies in our sector. For this reason, we believe the pro
forma table is useful to investors, but it is presented only for informational
purposes and should not be considered as a substitute for our GAAP results.
SFBC INTERNATIONAL, INC. AND SUBSIDIARIES
SELECTED UNAUDITED PRO FORMA QUARTERLY AND YEAR-TO-DATE DISCLOSURES
FOR THE THREE AND NINE-MONTH PERIOD ENDED SEPTEMBER 30, 2003 (all in US$)
RECAST PRO FORMA INCOME STATEMENT TO REFLECT THE IMPACT
- -------------------------------------------------------
OF CANADIAN TAX CREDITS
- -----------------------
ADJUSTED
PRO FORMA
INCOME
CANADIAN REFLECTING
REPORTED TAX CANADIAN
ACTUAL CREDIT TAX CREDITS
RESULTS FOR RECLASS. FOR FOR THE
THE THREE THE THREE THREE
MONTH PERIOD MONTH PERIOD MONTH PERIOD
ENDED ENDED ENDED
9/30/03 9/30/03 9/30/03
------------ ---------- ------------
(A) (B)
Net revenue $ 29,078,652 100.0% $ 29,078,652 100.0%
Costs and expenses
Direct costs 17,396,095 59.8% $ (840,580) 16,555,515 56.9%
Selling, general and administrative expenses 7,284,094 25.0% (129,710) 7,154,384 24.6%
------------ -------------------------
Total costs and expenses 24,680,189 84.9% (970,290) 23,709,899 81.5%
Earnings from operations 4,398,463 15.1% 970,290 5,368,753 18.5%
Other income (expense)
Interest income 26,469 26,469
Interest expense (126,418) (126,418)
------------ -------------------------
Total other income (expense) (99,949) -- (99,949)
------------ -------------------------
Earnings before taxes 4,298,514 970,290 5,268,804
Income tax expense 873,549 20.3% 970,290 1,843,839 35.0%
------------ -------------------------
----------------
Net earnings $ 3,424,965 11.8% $ -- $ 3,424,965 11.8%
============ =========================
Earnings per share
Basic $ 0.45 $ 0.45
============ ============
Diluted $ 0.42 $ 0.42
============ ============
Shares used in computing earnings per share
Basic 7,669,132 7,669,132
============ ============
Diluted 8,227,141 8,227,141
============ ============
25
ADJUSTED
PRO FORMA
INCOME
CANADIAN REFLECTING
REPORTED TAX CANADIAN
ACTUAL CREDIT TAX CREDITS
RESULTS FOR RECLASS. FOR FOR THE
THE NINE THE NINE NINE
MONTH PERIOD MONTH PERIOD MONTH PERIOD
ENDED ENDED ENDED
9/30/03 9/30/03 9/30/03
(A) (B)
------------ ------------ ------------
Net revenue $ 70,232,241 100.0% $ 70,232,241 100.0%
Costs and expenses
Direct costs 40,653,670 57.9% $ (2,026,078) 38,627,592 55.0%
Selling, general and administrative expenses 20,331,372 28.9% $ (379,223) 19,952,149 28.4%
------------ ---------------------------
Total costs and expenses 60,985,042 86.8% (2,405,301) 58,579,741 83.4%
Earnings from operations 9,247,199 13.2% 2,405,301 11,652,500 16.6%
Other income (expense)
Interest income 116,155 116,155
Interest expense (303,439) (303,439)
------------ ---------------------------
Total other income (expense) (187,284) -- (187,284)
------------ ---------------------------
Earnings before taxes 9,059,915 2,405,301 11,465,216
Income tax expense 1,667,600 18.4% $ 2,405,301 4,072,901 35.5%
------------ ---------------------------
Net earnings $ 7,392,315 10.5% $ (0) $ 7,392,315 10.5%
============ ===========================
Earnings per share
Basic $ 1.00 $ 1.00
============ ============
Diluted $ 0.93 $ 0.93
============ ============
Shares used in computing earnings per share
Basic 7,373,888 7,373,888
============ ============
Diluted 7,906,430 7,906,430
============ ============
(A) The Canadian government encourages R&D activities by partially offsetting
their costs through tax credits. Under U.S. generally accepted accounting
principles ("GAAP") these credits are applied against "Income tax expense" on
the income statement rather than against the underlying "Direct costs" or
Selling, general and administrative expenses" that generated the credit. The
Company's current statutory rate on profits for U.S. operations is approximately
40%. The statutory tax rate in Quebec Province in Canada where SFBC operates is
approximately 33% (before the application of the tax credits).
(B) During the three and nine-month periods ended September 30, 2003, Anapharm
generated $970,290 and $2,405,301, respectively, in tax credits. This column
shows the pro-forma impact on SFBC's operating results and ratios if these
credits were applied against the underlying expense line items that generated
the credit rather than applying the credits against "Income tax expense". SFBC
believes that the above pro forma presentation, which is not in conformity with
GAAP, assists its management in comparing its operating margins and income tax
rates to those of other companies in its sector. For this reason, SFBC believes
that the pro forma table is useful to investors, but it is presented for
informational purposes and should not be considered as a substitute for its GAAP
results.
NET REVENUE BY GEOGRAPHIC REGION
- --------------------------------
THE THREE THE NINE
MONTH PERIOD MONTH PERIOD
ENDED ENDED
9/30/03 9/30/03
------------ ------------
Net revenue from Canadian operations $ 14,154,861 $ 33,322,671
Net revenue from U.S. operations 14,923,791 36,909,570
------------ ------------
Total for the period ended September 30, 2003 $ 29,078,652 $ 70,232,241
============ ============
26
ITEM 3.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
We are subject to market risks in some of our financial instruments. These
instruments are carried at fair value on our financial statements. We are
subject to currency risk due to our Canadian operations. We are also subject to
interest rate risk on our credit facility if we borrow under it as described
below. We have not entered into market risk sensitive instruments for trading
purposes.
MARKET RISK
In 2002, we purchased certain debt securities. We classify
our investments in debt securities as available-for-sale in accordance with
Statement No. ("SFAS") 115, "Accounting for Certain Investments in Debt
Management's discussion and analysis of financial condition and results of
operations and Equity Securities." Investments classified as available-for-sale
are carried at fair value based on quoted market prices. The unrealized holding
gain (loss) on available-for-sale securities is reported as a component of
accumulated other comprehensive earnings, net of applicable deferred income
taxes. As of September 30, 2003, the unrealized gain on investments in
marketable securities was insignificant. Cost is determined on the actual
purchase price of the marketable security for determining realized gains and
losses. In the first nine months of 2003, there were no realized gains or
losses.
Financial instruments that potentially subject us to credit risk consist
principally of trade receivables. We perform services and extend credit based on
an evaluation of the client's financial condition without requiring collateral.
Exposure to losses on receivables is expected to vary by client due to the
financial condition of each client. We monitor exposure to credit losses and
maintain allowances for anticipated losses considered necessary under the
circumstances. Additionally, we, from time to time, maintain cash balances with
financial institutions in amounts that exceed federally insured limits.
Our financial instruments consist primarily of cash and cash equivalents,
marketable securities, accounts receivable, notes receivable, accounts payable,
and notes payable. At September 30, 2003, the fair value of these instruments
approximates their carrying amounts.
27
CURRENCY RISK
At our Canadian operations where the local currency is the functional currency,
assets and liabilities are translated into United States dollars at the exchange
rate in effect at the end of the applicable reporting period. Revenue and
expenses of our Canadian operations is translated at the average exchange rate
during the period. The aggregate effect of translating the financial statements
of our Canadian operations is included in a separate component of stockholders'
equity entitled "Accumulated Other Comprehensive Earnings." For the quarter
ended September 30, 2003, we had a net gain from foreign currency transactions
of $143,000 and for the nine months ended September 30, 2003, we had a net gain
of $99,000. Currency translation risks arise primarily from our Canadian
operations. We currently do not hedge our foreign currency risks.
INTEREST RATE RISK
On September 16, 2002, we entered into a $10.0 million Credit Facility with
Wachovia, which was expanded to $15.0 million on July 30, 2003. The interest
rate on this Credit Facility is LIBOR based and variable. As of September 30,
2003, our average interest rate on the entire Credit Facility was 3.5%. This
Credit Facility enables us to borrow for general working capital purposes and
for the purpose of financing acquisitions of companies in related industries.
Borrowings under this Credit Facility are secured by substantially all of our
assets, including the common stock and assets of our subsidiaries. In addition,
all of our subsidiaries are guarantors under the Credit Facility. As of
September 30, 2003, we had borrowed approximately $9.5 million on this Credit
Facility. We repaid the outstanding balance of the Credit Facility on November
6, 2003.
ITEM 4.
CONTROLS AND PROCEDURES
(a) Evaluation of Disclosure Controls and Procedures
As of September 30, 2003, we performed an evaluation, under the supervision and
with the participation of our management, including our chief executive officer
and chief financial officer, of the effectiveness of the design and operation of
our disclosure controls and procedures (as defined in SEC Rule 13a-15(e) or
15d-15(e)). Based upon that evaluation, our chief executive officer and chief
financial officer concluded that our disclosure controls and procedures are
effective in timely alerting them to material information relating to SFBC and
its consolidated subsidiaries required to be included in our reports filed or
28
submitted under the Securities Exchange Act of 1934, as amended. Due to the
inherent limitations of the effectiveness of any established disclosure controls
and procedures, our management cannot provide absolute assurance that the
objectives of our disclosure controls and procedures will be met.
(b) Changes in Internal Controls
There has been no change in our internal control over financial reporting that
occurred during our most recent fiscal quarter that has materially affected, or
is reasonably likely to materially affect, our internal control over financial
reporting.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
Not applicable.
ITEM 2. CHANGES IN SECURITIES
During the nine months ended September 30, 2003, we issued shares of our common
stock to the following individuals upon the cashless exercise of options or
warrants which were not covered by an effective registration statement but were
exempt under Section 4(2) of the Securities Act of 1933:
DATE NAME NUMBER OF SHARES CONSIDERATION
- ---- ---- ---------------- -------------
2/18/03 Andrew Dorman 2,813 cancellation of 10,000 options to
purchase shares
6/26/03 Andrew Dorman 1,690 cancellation of 5,000 options to
purchase shares
7/9/03 Andrew Dorman 1,788 cancellation of 4,000 options to
purchase shares
8/20/03 Andrew Dorman 8,340 cancellation of 14,333 options to
purchase shares
8/20/03 Jack P. Kanouff 11,436 cancellation of 20,000 options to
purchase shares
8/20/03 Ellen Brous 16,843 cancellation of 465 options to
purchase warrants; and
cancellation of 16,042 warrants to
purchase shares
8/25/03 Jack P. Kanouff 5,088 cancellation of 10,000 options to
purchase shares
8/25/03 Andrew Dorman 8,471 cancellation of 230 options to
purchase warrants; and
cancellation of 7,949 warrants to
purchase shares
29
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
Not applicable.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Not applicable.
ITEM 5. OTHER INFORMATION
Not applicable.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) EXHIBIT INDEX
Exhibit
Number Description
------ -----------
3.1 Certificate of Incorporation(1)
3.2 First Amendment to Certificate of Incorporation(1)
3.3 Certificate of Correction to Certificate of Incorporation(2)
3.4 Bylaws(1)
3.5 First Amendment to the Bylaws(2)
3.6 Second Amendment to the Bylaws (3)
31.1 Certification of Chief Executive Officer
31.2 Certification of Chief Financial Officer
32.1 Section 1350 Certification of Chief Executive Officer.
32.2 Section 1350 Certification of Chief Financial Officer.
(1) Contained in Form SB-2 filed on August 17, 1999.
(2) Contained in Form SB-2 filed on October 5, 2000.
(3) Contained in Form 10-KSB for the fiscal year ended December 31,
2002 filed on March 31, 2003.
30
(b) REPORTS ON FORM 8-K.
On August 19, 2003, we filed a Form 8-K pertaining to the acquisition
of CP and CPI by SFBC Miami pursuant to an Acquisition Agreement dated
August 4, 2003.
On September 25, 2003, we filed an amendment to the Form 8-K filed on
August 19, 2003, containing pro forma financial statements of the
combined entities, as required by the Securities Act of 1933, as
amended.
31
SIGNATURES
In accordance with the requirements of the Securities Exchange Act of 1934, the
registrant caused this report to be signed on its behalf on November 14, 2003 by
the undersigned, thereunto duly authorized.
SFBC INTERNATIONAL, INC.
/s/ Arnold Hantman
----------------------------------
Arnold Hantman, Chief Executive Officer
/s/ David Natan
----------------------------------
David Natan, Chief Financial Officer
32