Securities and Exchange Commission
Washington, D.C. 20549
FORM 10-K
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the Fiscal Year ended December 31, 2000
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 No. 0-29100
PRWW, LTD.
(Exact name of issuer as specified in its charter)
Delaware 22-3264604
(State of incorporation) (I.R.S. Employer
Identification No.)
30 South 17th Street Philadelphia, PA 19103
(Address of Principal Executive Offices -- Zip Code)
Registrant's telephone number, including area code: (215) 972-0420
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $.01 par value
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 ___
The aggregate market value of the registrant's common stock, $.01 par value,
held by non-affiliates, computed by reference to the average of the closing bid
and asked prices of the common stock as reported by NASDAQ on March 14, 2001 was
$25,730,322.
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to
this Form 10-K. [X]
Number of shares of common stock of the registrant issued and outstanding
as of March 15, 2001 was 6,970,887
DOCUMENTS INCORPORATED BY REFERENCE
The information required by Part III (items 10, 11, 12 and 13) is incorporated
by reference from the Registrant's definitive proxy statement for its Annual
Meeting of Stockholders, to be filed with the Commission pursuant to Regulation
14A, or if such proxy statement is not filed with the Commission on or before
120 days after the end of the fiscal year covered by this Report, such
information will be included in an amendment to this Report filed no later than
the end of such 120-day period.
ITEM 1. BUSINESS
General
PRWW, Ltd. (the "Company" or "PRWW"), through its wholly owned subsidiary,
eResearchTechnology, Inc. ("eRT"), is a business-to-business provider of
integrated software applications and technology infrastructure to the
pharmaceutical, biotechnology and medical device industries. The Company offers
Internet and other technology-based solutions designed to streamline the
clinical trials process by enabling its customers to automate many parts of a
clinical trial. The Company is also a leading provider of centralized collection
and interpretation of electrocardiograms, one of the most frequently used tests
in clinical trials. The Company's solutions improve the accuracy, timeliness and
efficiency of trial set-up, data collection, management and interpretation and
new drug or device application preparation.
As part of integrated solutions, the Company offers electronic research
networks, which are called eResNets, that link important data with the key
participants in a clinical trial: sponsoring drug and medical device
manufacturers, investigating physicians, patients or subjects and any clinical
research organization that a sponsor may use to help in conducting a clinical
trial. The eResNets integrate many of the Company's products and provide
customers with a reusable infrastructure to conduct multiple clinical trials
with minimal set-up time and preparation. The Company is currently implementing
its first fourteen eResNets.
The Company's products and services have been provided, both in the United
States and internationally, through two business segments: Clinical Operations,
which include centralized diagnostic testing services and, prior to January 1,
2000, clinical research operations (CRO operations), including clinical trial
and data management services; and Technology Operations, which include the
developing, marketing and support of clinical trial and data management
software, support and consulting services. The Company's diagnostic testing
services and clinical trial and data management services are utilized by
clinical trial sponsors during their conduct of clinical trials. Such services
are generally similar in nature, have similar production processes, distribution
methods and general economics and, therefore, have been aggregated in the
Company's Clinical Operations segment. The Company's Technology Operations
include the licensing of its proprietary software products and the provision of
maintenance and consulting services in support of its proprietary software
products and, therefore, have been aggregated in one segment. See Note 10 to the
Consolidated Financial Statements appearing herein for information pertaining to
the amounts of net revenues, operating profit and identifiable assets
attributable to each of the Company's business segments for the Company's last
three fiscal years.
In 1977, the Company's predecessor, Cardio Data Systems, began providing
diagnostic testing services used to evaluate the safety and efficacy of new
drugs. Today, the Company provides these services, which include
electrocardiograms ("ECGs"), Holter monitoring, transtelephonic monitoring, and
pulmonary function testing, on a centralized basis. To take advantage of the
potential synergies and cross-selling opportunities with its centralized
diagnostic testing services, the Company added clinical trial management
capabilities in September 1995 by forming with PREMIER, Inc. (a large voluntary
hospital buying group), a limited liability company, which was owned 65% by the
Company and 35% by PREMIER, Inc. Upon the closing of the Company's initial
public offering of its common stock in February 1997, PREMIER, Inc.'s minority
interest in this limited liability company, held on behalf of certain member
hospitals, was converted into 330,150 shares of common stock of the Company.
In October 1997, the Company acquired the assets and business of DLB
Systems, Ltd. ("DLB"), a provider of clinical trial and data management
software, support and information technology consulting services to the
pharmaceutical, biotechnology and device industries. The acquisition of DLB
provided the opportunity to extend the Company's clinical data management
expertise worldwide. The integration of the Company's rapid data acquisition and
review capacity and DLB's integrated clinical research system allows the Company
to offer technological advantages facilitating drug and medical device
development.
During 1999, the Company began to transform its operations into a
business-to-business provider of integrated technology-based products and
services to the pharmaceutical, biotechnological and medical device industries.
The Company closed its international CRO operations during the second half of
1999 and sold its domestic CRO operations in December 1999. The Company formed
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eRT in December 1999, as a wholly owned subsidiary and, effective January 1,
2000, the Company contributed its technology and operating businesses to eRT in
exchange for all of the issued and outstanding common stock of eRT.
Products and Services
The Company offers the following products and services:
Clinical Operations
Diagnostic tests are employed in clinical trials to measure the effect of
the product on certain body organs and systems, to determine the product's
safety and/or efficacy. Diagnostic testing services provided by the Company
include a variety of diagnostic tests, such as ECGs and Holter monitoring. These
services, which the Company provides on a centralized basis, are part of most
new drug studies. In most cases, the ECG and transtelephonic monitoring strips,
Holter monitoring tapes, imaging and pulmonary function computer disks samples
are delivered to the Company, which the Company then analyzes or interprets. The
Company provides a broad array of centralized diagnostic testing services,
including the following:
12-lead Eletrocardiography. The ECG provides an electronic map of the
heart's rhythm and structure, and typically is performed in most clinical
trials. ECG strips are measured by the Company's analysts utilizing a digitizing
system, and are then interpreted by a Board-certified cardiologist.
Modem ECG. Modem ECG allows the investigator to telephonically transmit 12
lead ECG data directly to the Company for interpretation and immediate return of
results back to the investigator.
Holter Monitoring. Holter monitoring is a 24 hour continuous ECG recording
of the heart's rhythm on a cassette tape.
Transtelephonic Monitoring (TTM). TTM measures the electrical activity of
the heart, typically for 5 to 30 seconds. This data is transmitted over
telephone lines by patients carrying a self-activated transmitting device. This
test typically is utilized in trials seeking to identify symptomatic heart
rhythm events.
As part of its CRO operations, the Company offered complete services for
the design, performance and management of clinical trial programs. During 1999,
the Company decided to divest its CRO operations. The Company curtailed its
international CRO operations during the second half of 1999 and sold its
domestic CRO operations to SCP Communications, Inc. in December 1999. See Note 2
to Consolidated Financial Statements. The Company also performed centralized
reference testing of blood and urine samples for drug trials. During 1999, the
Company discontinued its clinical laboratory operation and transferred all
remaining client contractual obligations to a third party.
Technology Operations
The Company develops, markets and supports clinical trial and data
management software and provides software support and information technology
consulting services to pharmaceutical, biotechnology and medical device
companies.
The Company offers a broad range of products and services that its
customers can use as an integrated enterprise solution or on a modular basis.
The Company offers an electronic research network (eResNet) that integrates its
products and provides a comprehensive solution that links important data with
the key participants in a clinical trial: sponsoring manufacturers,
investigating physicians, patients or subjects and any clinical research
organization that a sponsor may use to help in conducting a clinical trial.
eResNet. The Company believes that customers will maximize the value of its
products by integrating them as part of an eResNet. An eResNet integrates the
analytical processing called eResearchDashboard with any combination of the
Company's products and services that includes the data capture system called
eDataEntry and the Company's software for collecting, editing and managing
clinical trial data called eDataManagement. The value of an eResNet is that it
will allow a sponsor or clinical research organization to establish an
infrastructure that connects multiple participants in the clinical trial process
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and that can be used repeatedly for future clinical trials. As an established
infrastructure, an eResNet will allow a sponsor or clinical research
organization to improve the efficiency and speed of the clinical trial by
automating the process for conducting each new clinical trial. As the Company
establishes additional eResNets, it intends to charge monthly user-access fees
that its customers will pay per investigator site and per clinical trial. These
fees will be in addition to the amounts the customers pay for the products and
services that the Company integrates into the eResNet.
The Company is currently implementing eResNets for fourteen pharmaceutical
and biotechnology companies and clinical research organizations:
Breast Cancer International Isis Pharmaceuticals, Inc. Scirex Corporation
Research Group Limited Menarini Ricerche S.p.A. 3M Pharmaceuticals
Clinical Data Care AB META Solutions, Inc. US Oncology Research, Inc.
H. Lundbeck A/S Millennium Pharmaceuticals, Inc. Vertex Pharmaceuticals Incorporated
SmithKline Beecham Pharmaceutical Information Vujaklija
Consumer Healthcare LP Associates, Ltd.
Modular Product and Service Offerings
Product/Services Description
---------------- -----------
eTrials A comprehensive trials management application comprised of
three mod- ules: eStudyConduct, eDataEntry and
eDataManagement.
eStudyConduct A proprietary solution to set up clinical trials, establish
standards, track study activities, plan resources,
distribute supplies, manage the financials aspects of a
trial and electronically view clinical trial data on the
Internet.
eDataEntry A data capture system permitting investigators to use
standard Internet browser tools to input data into a
centralized database in an online or offline environment.
eDataEntry accommodates traditional manual, paper- based
data entry, data entry using the Internet and other forms
of electronic data transmission. eDataEntry is also able
to capture data in the form of electronic images. This
proprietary product allows efficient access to the clinical
research patient data, permitting the sponsor or clinical
research organization to identify sites not complying with
trial protocols and clinical trial results requiring
further study.
eDataManagement An Internet-enabled proprietary software tool for
collecting, editing and managing clinical trial data in any
computing environment. Customers use this tool to analyze
data, resolve incomplete or erroneous data entries and
support early completion of the database for a particular
trial. This product easily integrates with a wide variety
of third-party software applications for imaging, workflow
and data analysis.
eSafetyNet An Internet-enabled proprietary adverse event management
system. This application facilitates compliance by
sponsors, clinical research organizations and
investigators with regulatory reporting requirements
regarding adverse events and with the sponsor's or clinical
research organization's own internal requirements for
safety data analysis. Sponsors or clinical research
organizations can configure this application to match their
own processes and forms.
3
eECG Analysis and interpretation of electrocardiograms performed
on research subjects by cardiologists in connection with
the Company's customers' clinical trials. This application
permits assessment of the safety and/or efficacy of
therapies by documenting the occurrence of cardiac
electrical change during daily living.
eNDA A set of services and non-proprietary tools to generate new
drug applications electronically using data collected
throughout the clinical trial pro- cess. eNDA categorizes
and organizes clinical data to help complete a new drug
application.
eResearchDashboard An Internet-based analytical processing tool using
non-proprietary software. This tool allows participants in
the clinical trial to follow the progress and conduct of a
study based on frequently-updated data using the Internet.
This product allows the participant to analyze data and
generate reports in a broad variety of formats that permits
early strategic intervention in the clinical trial.
ePatient An Internet-based service that will assist in recruiting
patients to participate in clinical research trials. This
Internet service will collect self-referrals from
prospective patients that the Company forwards to
investigators based on geographic proximity.
eConsulting Consulting services that augment the implementation efforts
of customers by providing support in strategic planning,
methodology and technical implementation of the Company's
products and services. The technical implementation support
includes system installation, project planning, system
configuration, network administration and database set-up.
The Company also provides education and training services
both as part of the initial installation and on an ongoing
basis. Following the implementation, the Company provides
on-site research and technology advisory services, support
services, including online support and a 24-hour, seven day
help desk, and maintenance.
eHealthEducation Trial-specific educational tool that allows clinical
research professionals to learn about technology
developments, new products, clinical protocols and other
educational matters. This application will also provide a
link to the Company's website, www.eRT.com, where the
Company intends to provide industry news, therapeutic
information, technology updates and chat rooms for
professionals.
The Company's products use common interfaces, allowing clinical trial
participants to learn how to use additional applications with minimal training.
By establishing common naming standards for data that clinical trial
participants may share across applications, departments and global locations,
sponsors and clinical research organizations can improve data integrity and
accelerate reconciliation of information. The Company's products and services
can work with and connect to leading third party finance, enterprise resource
planning and research software through a batch load utility that the Company has
developed.
Technology
The Company's applications use a broad range of technologies. The Company's
eTrials applications use a Microsoft Windows-based PC platform through a
graphical user interface. The data are stored in an industry-standard Oracle
database on a database server. The Company developed these applications using
Oracle Developer, which provides rapid access to both the database and an
extensive set of underlying tools. The Company's philosophy of using industry
tools allows the Company to focus its attention on the applications and on its
customers, who also use those tools to benefit from its data models.
4
The user interface of the Company's products is Oracle SQL Forms based. The
Company's standard reports use Oracle Reports. The Company uses the Oracle
database server to provide data storage and database-level stored procedures and
triggers to maintain consistent processing of data and to minimize network
traffic for the execution of standard operations. By using the application
partitioning provided by Oracle Developer, customers can have greater control
over the use of server and network resources. The Company's supported client
platforms are Windows 95, Windows 98, Windows 2000 and Windows NT.
Customers can use all of the Company's products on the Internet using a
Citrix connection. In addition, eStudyConduct, eDataEntry and portions of
eDataManagement are currently Internet-based, and the Company expects to have
the rest of its products Internet-based by June 2001. To accomplish this
development the Company is using Java technology, thus enabling the applications
to operate under any operating system supporting the Java platform, including
Windows NT, Windows 95, Windows 98, Windows 2000 and Solaris. To allow uniform
client application behavior in differing Internet browsers, the Company uses the
Java Plug-In, which is available free from Sun Microsystems JavaSoft division.
The Company intends to continue to develop its products with both on-line
connectivity and off-line processing capability.
Research and Development
The Company or its predecessors have been developing its products and
services for more than 20 years. The Company's applications have progressed from
manual, paper-based processing through client-server processing. The Company has
developed or is developing its software to take advantage of the power of the
Internet. The Company continues to advance its products by enhancing the human
interface of some of the modules.
As of December 31, 2000, the Company has 31 employees engaged in research
and development, together with 3 consultants. The Company's research and
development efforts are focused on improving and enhancing its existing products
and services as well as developing new products and services. The Company is
also partnering with other companies to broaden its product offerings.
The Company is currently working with a number of entities that will house
in their facilities the equipment comprising its application service provider
(ASP) capability. The Company implemented the services of U.S. Internetworking
as an ASP in 2000.
Research and development expenses were $3.1 million for 1998, $2.5 million
for 1999 and $4.8 million for 2000.
Strategic Alliances
The Company works with its strategic partners to develop and enhance many
of its products and services. The Company is embedding into its eDataManagement
product a proprietary technology developed by one of its strategic partners,
Winthrop Stewart Associates. This technology will collect data electronically
from case report form images and automatically route the data, using proprietary
work flow technology, to the clinical data base for management action. Medical
Advisory Systems is assisting the development of the Company's application
service provider capability and will help the Company provide 24-hour, seven-day
coverage for its eSafetyNet service and make cardiologists available to support
its eECG application.
The Company has entered into marketing assistance agreements with a number
of its domestic and foreign strategic partners, including systems integrators
and clinical research organizations, that provide collaborative resources to
supplement its own marketing efforts. These marketing assistance agreements
typically have terms of one year and automatically renew for additional one-year
terms. In addition, these agreements typically require the Company to make
commission payments to the other party based on the license fee or the license
and maintenance fee generated by sales for which the other party has provided
assistance. The commissions range from two to twenty percent depending on the
agreement. The Company has entered into marketing assistance agreements with
clinical research organizations operating in the United States, Canada, Sweden
and Spain that provide these co-branding and co-marketing services.
The Company maintains relationships with providers of hardware systems,
telecommunications, web-hosting and development, systems integration and website
content. Under these arrangements, customers of one party are referred to the
other to provide products and services that the referring party does not
provide.
5
In July 1998, the Company paid $1 million for a minority equity position in
AmericasDoctor.com, Inc. an internet company which provides real-time physician
chat, referrals and healthcare events on America Online's Health web page.
AmericasDoctor.com, Inc. became fully operational in September 1998 and is
providing one-on-one doctor chat service using a state-of-the-art, 24 hour
physician staffed call center. In 1999, in connection with the merger of
AmericasDoctor.com, Inc. with Affiliated Research Centers, Inc., the Company
invested an additional $1.5 million under the terms of a convertible note which
automatically converted into equity securities in March 2000. In 1999, the
Company entered into a two-year, $4.6 million consulting contract with
AmericasDoctor.com, Inc. Under the terms of the contract, the Company provided
consulting services in 1999 and 2000 to enhance AmericasDoctor.com, Inc.'s
ability to effectively support patient identification, recruitment and referral
to clinical investigational sites for both the Company's ePatient service
offering and other companies in the pharmaceutical, biotechnology and medical
device industries. This contract terminated on December 31, 2000.
In 1999, the Company entered into an agreement with Winthrop Stuart
Associates, Inc. (WSA) to invest up to $300,000 under the terms of a convertible
note. The investment is to fund the development and integration of WSA's
software into the Company's software products. See Note 1 to Consolidated
Financial Statements.
In March 2000, the Company made an investment of $5.8 million for a 10%
equity ownership in Medical Advisory Systems (MAS), a publicly traded company.
Concurrently, the Company's eRT subsidiary finalized a five-year sales, services
and marketing agreement with MAS. Under this agreement, MAS will provide several
services to assist eRT in deploying its suite of integrated proprietary clinical
research software available to the pharmaceutical, medical device and
biotechnology industries as well as to clinical research organizations.
The Company's Customers
The Company targets pharmaceutical, biotechnology and medical device
companies as well as clinical research organizations. The Company provides its
solutions to 18 of the 20 pharmaceutical companies that had the highest sales in
1999. The Company has completed more than 120 installations of its products at
64 sites worldwide. In 2000, no customer accounted for 10% or more of the
Company's consolidated net revenues.
Sales and Marketing
The Company markets and sells products and services primarily through its
international direct sales, sales support and professional services
organization. As of December 31, 2000, the Company's direct sales force
consisted of 14 sales professionals located in Philadelphia, Pennsylvania,
Bridgewater, New Jersey and Peterborough, United Kingdom.
The Company focuses its marketing efforts toward educating its target
market, generating new sales opportunities and increasing awareness of its
solutions. The Company conducts a variety of marketing programs internationally,
including business seminars, trade shows, press relations and industry analyst
programs and advisory councils.
The Company's marketing organization also serves an integral role in
managing customer and industry feedback in order to help provide direction to
its product development organization. The Company implemented this
customer-driven approach by establishing advisory council meetings made up of
numerous industry experts. In addition to providing information to prospective
customers, advisory council meetings provide a useful forum in which to share
information, test product concepts and collect data on customer and industry
needs.
The Company's sales cycle generally begins with its response to a request
from a sponsor or clinical research organization for a proposal to address a
customer-specific research requirement. The Company asks prospective customers
to complete a survey to allow the Company to provide a comprehensive response.
The Company then engages at its expense in a series of consultations, workshops,
implementation reviews, final proposals and contract negotiations prior to the
time when the prospective customer has any obligation to purchase its products
or services. During this process, the Company involves its sales, consulting and
senior management personnel in a collaborative approach. The Company's sales
cycle can vary from a few weeks to as long as nine months depending upon the
scope of the products and services being discussed and the scope of the clinical
trial.
6
Competition
The market for the Company's products and services is extremely fragmented,
with hundreds of companies providing niche solutions to satisfy small parts of
the clinical research process. The Company believes it is the only provider of
technology-based solutions in the clinical research industry that offers
end-to-end research solutions that take advantage of the power of the Internet
while also addressing manual, paper-based processes used in clinical research.
The market for the Company's solution is intensely competitive,
continuously evolving and subject to rapid technological change. The intensity
of competition has increased and is expected to further increase in the future.
This increased competition could result in price reductions, reduced gross
margins and loss of market share, any one of which could seriously harm the
Company's business. Competitors vary in size and in the scope and breadth of the
products and services offered.
The Company believes that the principal competitive factors affecting its
market include:
o customer service
o a significant base of reference customers
o breadth and depth of solution, including the ability to accommodate both
manual, paper-based research methods and electronic forms of data
collection, management and analysis
o product quality and performance
o core technology and product features
o ability to implement solutions
o price
Although the Company believes that its solutions currently compete
favorably with respect to these factors, its market is relatively new and is
evolving rapidly. The Company may not be able to maintain its competitive
position against current and potential competitors, especially those with
significantly greater financial, marketing, service, support, technical and
other resources.
Government Regulation
Human and animal pharmaceutical products, biological products and blood
derivatives, and medical devices are subject to rigorous government regulation.
In the United States, the principal federal regulatory agency is the Food and
Drug Administration and there are some similar state agencies. Foreign
governments also regulate these products when they are tested or marketed
abroad. In the United States, the Food and Drug Administration has established
standards for conducting clinical trials leading to the approval for new
products. Under these standards, sponsors of such clinical trials are
responsible for:
o selecting qualified investigators
o providing investigators with protocols and other information
o monitoring the trial
o reporting changes in trial protocol to the Food and Drug Administration
o providing the Food and Drug Administration and the investigator reports
of serious and unexpected adverse experiences associated with the use of
a drug or device
o maintaining records concerning the study
Because the Company's products and services assist the sponsor or clinical
research organization in conducting the trial and preparing the new drug or
device application, the Company must comply with these requirements. The Company
also must comply with similar regulatory requirements in foreign countries.
These foreign regulations vary somewhat from country to country, but generally
establish requirements similar to those of the Food and Drug Administration.
7
If the Food and Drug Administration concludes that studies were not
conducted in accordance with minimum agency requirements, it may take a variety
of enforcement actions, depending on the nature of the violation. These measures
may range from issuing a warning letter or seeking injunctive relief or civil
penalties to recommending criminal prosecution. If the Company is convicted of
criminal conduct relating to the approval of a new drug or device application,
or is found to have otherwise violated Food and Drug Administration
requirements, the Food and Drug Administration could prohibit the Company from
being involved in future clinical trials. Where the agency finds irregularities
during ongoing studies, it may require changes to the study or may request
termination of the study. In the case of clinical trials submitted as part of a
new drug or device application, the agency may require that additional clinical
work be performed before granting approval of the application. The agency may
require that entire studies be rerun, resulting in substantial delay in final
approval. In extreme cases, such as submission of fraudulent test data or giving
or offering bribes, the agency can refuse to approve a pending application.
In April 1999, the Food and Drug Administration published guidelines
regarding the use of computerized systems to create, modify, maintain, archive,
retrieve or transmit clinical data intended for use in submissions to the
agency. The guidelines recommend that those who use computerized systems in
clinical trials design them so that they can satisfy applicable regulatory
requirements for recordkeeping and retention with the same degree of confidence
as exists with paper-based systems. The guidelines specifically address a broad
range of matters such as:
o confirming the authority of those with access to the data
o attributing edits to the data to the person making the edits
o providing quality control prompts to ensure the consistency of data and
to alert the person entering the data if the data is outside expected
ranges
o facilitating inspection and review of data
o ensuring the adequacy of system security, dependability and controls
The Company believes that it has designed its products and services to be
consistent with the agency's recommendations and to comply with applicable
regulatory requirements.
The Health Insurance Portability and Accountability Act of 1996 established
certain requirements relating to the privacy and security of personal health
information. The act directly covers how health plans, health care
clearinghouses, and most health care providers transmit, store, use and disclose
individually identifiable health information. Covered uses and disclosures
include uses and disclosures for purposes of clinical trials or other activities
regulated by the Food and Drug Administration.
The Health Care Financing Administration promulgated proposed regulations
addressing implementation features for data security and electronic signature
standards in August 1998. The Health Care Financing Administration has indicated
its intent to issue the final security regulations in 2001. In general, it is
expected that affected entities will be required to be compliant with the
security regulations within two years of the effective date of the final
security regulations. The Health Care Financing Administration received a
significant number of public comments to the proposed security regulations
promulgated in August 1998. These comments will likely give rise to further
clarifications to the security regulations when they are issued in final form.
In December 2000, the Health Care Financing Administration promulgated
final regulations on the privacy of individually identifiable health
information. These regulations are currently scheduled for implementation on
April 14, 2001, and it is expected that most affected entities will be required
to comply with the privacy regulations by late 2002 or early 2003. However, the
Health Care Financing Administration established a new comment period for the
final privacy regulations, ending March 30, 2000. It is possible that, as a
result of comments received on the final privacy regulations, the Health Care
Financing Administration may delay the effective date of the privacy regulations
or withdraw all or portions of the regulations. Any delay or modification to the
privacy regulations may also result in a delay in the issuance of the final
security regulations.
8
In anticipation of the required compliance date for the privacy regulations
and the issuance of the final security regulations, the Company has instituted
significant efforts to review and document its health information privacy and
security policies and procedures, and will continue to monitor these regulatory
developments in the future. In addition, the act may preempt certain state and
federal law. The Company will continue to analyze current state law to determine
whether any privacy and security requirements apply in addition to or instead of
those imposed under the act.
Potential Liability and Insurance
The Company attempts to manage its risk of liability for personal injury or
death to patients from administration of products under study through
contractual indemnification provisions with clients and through insurance
maintained by the Company and its clients. Contractual indemnification generally
does not protect the Company against certain of its own actions, such as
negligence. The terms and scope of such indemnification vary from client to
client and from trial to trial. Although most of the Company's clients are
large, well capitalized companies, the financial viability of these
indemnification provisions cannot be assured. Therefore, the Company bears the
risk that the indemnifying party may not have the financial ability to fulfill
its indemnification obligations. The Company also maintains professional
liability insurance in the amount of $1 million per claim and in the aggregate
and an umbrella policy of $5 million. The Company's operating results could be
materially and adversely affected if it were required to pay damages or incur
defense costs in connection with a claim that is beyond the scope of an
indemnity provision or beyond the scope or level of insurance coverage
maintained by it or the client or where the indemnifying party does not fulfill
its indemnification obligations.
Intellectual Property
The Company's services have been enhanced by significant investment in
information technology. The Company's information services group is committed to
achieving operating efficiencies through technical advances. The Company has
developed certain computer software and technically derived procedures that it
seeks to protect through a combination of contract law, trademarks, and trade
secrets. Although the Company does not believe that its intellectual property
rights are as important to its results of operations as are such factors as
technical expertise, knowledge, ability and experience of its professionals, the
Company believes that its technical capabilities provide significant benefits to
its clients.
Employees
At December 31, 2000, the Company had a total of 186 employees, with 152
employees (146 full-time, 6 part-time) at its locations in the United States and
34 full-time employees at its locations in the United Kingdom. The Company had
110 employees performing services directly for its clients, 31 employees in
research and development, 14 employees in sales and marketing and 31 employees
involved in general and administrative activities.
The Company is not a party to any collective bargaining agreements covering
any of its employees, has never experienced any material labor disruption and is
unaware of any current efforts or plans to unionize its employees. The Company
considers its relationships with its employees to be good.
ITEM 2. PROPERTIES
The Company's corporate headquarters are located at 30 South 17th Street,
Philadelphia, Pennsylvania, where the Company leases approximately 58,000 square
feet, all but approximately 20,000 square feet of which the Company subleases to
a third party. The Company's lease expires in August 2005. The Company also
leases a 14,088 square foot facility in Bridgewater, New Jersey under a lease
that expires April 2006, all of which the Company subleases to a third party.
The Company also leases a 30,944 square foot facility in Bridgewater, New Jersey
under a lease that expires January 2011 and an 8,840 square foot facility in
Peterborough, United Kingdom under a lease that expires September 2004.
The Company anticipates that the Company will require additional space for
its operations as the Company expands, and believes that suitable additional or
alternative space will be available in the future on commercially reasonable
terms.
9
ITEM 3. LEGAL PROCEEDINGS
The Company is involved in legal proceedings from time to time in the
ordinary course of its business. Management believes that none of these legal
proceedings will have a material adverse effect on its financial condition or
results of operations.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The Company did not submit any matters during the fourth quarter of the
year covered by this Report to a vote of the security holders through the
solicitation of proxies or otherwise.
10
SPECIAL ITEM. EXECUTIVE OFFICERS OF REGISTRANT
Officers are elected by the Board of Directors and serve at the pleasure of
the Board. The executive officers of the Company are as follows:
Name Age Position
---- ----- --------
Joel Morganroth, MD ............ 55 Chairman and Chief Scientist
Joseph A. Esposito ............. 48 President, Chief Executive Officer and Director
Bruce Johnson .................. 50 Senior Vice President, Chief Financial Officer and
Secretary
Vincent Renz ................... 44 Senior Vice President, Technology and Consulting
and Chief Technology Officer
Robert S. Brown ................ 45 Senior Vice President, Diagnostics Technology and
Services
Jeffrey S. Litwin, MD .......... 43 Senior Vice President and Chief Medical Officer
Dr. Morganroth has served as the Chairman of the Company since 1999, its
Chief Scientist since March 1, 2001 and as a Director of the Company since
1997. He served as Chief Executive Officer from 1993 to March 1, 2001. In
addition, Dr. Morganroth has consulted for the Company since 1976. Dr.
Morganroth is an internationally recognized cardiologist and clinical
researcher. He has worked on the clinical development of several large,
well-known approved drugs. Dr. Morganroth served for over ten years as a
Medical Review Officer/Expert for the Food and Drug Administration and since
1995 has served in a similar capacity for the Health Protection Branch of
Canada.
Mr. Esposito was appointed President and Chief Executive Officer of the
Company effective March 1, 2001. Mr. Esposito formerly served as the President
and Chief Operating Officer of the Company since April 1998 and has served as a
member of its Board of Directors since 1999. He also has served as the President
and Chief Operating Officer of the Company's subsidiary, eResearchTechnology,
Inc., since January 2000 and President of the Company's DLB Systems division
from October 1997 to April 1998. From May 1997 through October 1997, he was
President of DLB Systems, Inc. Mr. Esposito was President of Worldwide
Operations for Computron Software Inc. from October 1994 to May 1997. He has 25
years experience in technology, working closely with pharmaceutical companies in
the areas of clinical research, supply chain management and regulatory document
management.
Mr. Johnson has been the Company's Senior Vice President and Chief
Financial Officer since February 2000. He also serves as the Company's
Secretary. Mr. Johnson has over 25 years of previous experience in public
accounting and financial management positions. From March 1999 to November
1999, Mr. Johnson served as Chief Operating Officer and Chief Financial Officer
of HealthAxis.com. From February 1988 to March 1999, Mr. Johnson was employed
by N2K Inc., an online music entertainment company, most recently as Senior
Vice President, Chief Financial Officer and director. Mr. Johnson is a
certified public accountant.
Mr. Renz has been the Senior Vice President, Technology and Consulting and
Chief Technology Officer for the Company's subsidiary, eResearchTechnology,
Inc. since January 2000. Mr. Renz served as the President and General Manager
of the Company's DLB Systems division from May 1998 to December 1999. Prior to
joining the Company, from January 1998 to May 1998, he worked as a consultant
in defining the Client Services infrastructure for the DLB Systems division.
Mr. Renz was Vice President, Client Services for Computron Software Inc. from
May 1988 to November 1997. Prior to that time, Mr. Renz worked as an
information technology consultant for Deloitte, Haskins and Sells from 1984 to
1988 and Arthur Andersen from 1981 to 1984, serving a wide range of industries
in the design and implementation of large-scale information systems.
Mr. Brown has been the Senior Vice President, Diagnostics Technology and
Services for the Company's subsidiary, eResearchTechnology, Inc. since January
2000. From December 1997 to December 1999, Mr. Brown was Vice President,
Business Development for the Company. Mr. Brown was Senior Director, Research
and Regulatory Services for the Company from November 1993 to December 1997.
11
Dr. Litwin has been the Senior Vice President and Chief Medical Officer
for the Company's subsidiary, eResearchTechnology, Inc. since July 2000. Dr.
Litwin was previously employed by Executive Health Group from May 1993 to July
2000, most recently as Executive Vice President and Chief Operating Officer.
Dr. Litwin also served as a consultant for Schlumberger, Ltd. from March 1996
to July 2000 and for the American and National League of Professional Baseball
Clubs from April 1995 to March 1999.
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
The Company's Common Stock has been traded on the Nasdaq National Market
System since February 4, 1997, under the symbol "PRWW". Below is the range of
high and low sales information for the common stock for the following quarters
as quoted on the Nasdaq National Market System:
Calendar Period High Low
--------------- ------ -----
2000
First Quarter .......... $ 22.0000 $ 9.5000
Second Quarter ......... 15.6875 7.0000
Third Quarter .......... 17.6875 10.7500
Fourth Quarter ......... 12.1875 5.5000
1999
First Quarter .......... $ 9.7500 $ 4.3750
Second Quarter ......... 9.1250 5.4375
Third Quarter .......... 7.0000 5.4375
Fourth Quarter ......... 11.9375 5.0000
The Company has never declared or paid any cash dividend on its common
stock. In March 2001, the Company paid $639,000 in accrued dividends related to
an eRT preferred shareholder prior to redeeming the eRT preferred stock. See
Note 11 to Consolidated Financial Statements. The Company does not anticipate
paying any cash dividends in the foreseeable future, and the Company intends to
retain future earnings for the development and expansion of its business.
During 2000, the Company issued 80,535 shares of its common stock upon
exercise of outstanding options pursuant to its Stock Option Plans for which the
Company received $388,000. The issuance of 45,035 of such shares was exempt from
the registration requirements of the Securities Act of 1933, as amended,
pursuant to Rule 701 promulgated under said Act. The balance of such shares were
registered under said Act pursuant to a registration statement on Form S-8.
As of March 13, 2001, there were approximately 71 holders of record of the
Company's common stock.
In the Company's initial public offering, the Company sold 2,206,250 shares
of common stock (including over-allotments), pursuant to its Registration
Statement on Form S-1, File No. 333-17001 (the "Registration Statement"), which
was declared effective by the Securities and Exchange Commission on February 3,
1997 (the "Effective Date"). The gross proceeds from the IPO were approximately
$37,506,000, and, after underwriting discounts and commissions, expenses paid to
or for the benefit of underwriters, and other costs of the IPO, net proceeds
were approximately $34,182,000.
From the Effective Date to December 31, 2000, the Company expended
approximately $10,348,000 for the purchase of property and equipment, $8,655,000
for the purchase of DLB, $2,711,000 for the repurchase of common stock under the
Company's share repurchase program, $2,500,000 for an equity investment in
AmericasDoctor.com, Inc., $5,775,000 for an equity investment in Medical
Advisory Systems, $300,000 for an investment in Winthrop Stewart Associates, and
$150,000 for an equity investment in INNX, Inc.
None of the foregoing payments resulted in direct or indirect payments (i)
to directors or officers of the Company, nor their associates, (ii) to persons
owning 10% or more of the Common Stock of the Company, nor (iii) to affiliates
of the Company.
12
The Company's use of proceeds does not represent a material change in the
use of proceeds described in the Prospectus contained within the Registration
Statement.
ITEM 6. SELECTED FINANCIAL DATA
The following selected consolidated financial data of the Company is
qualified by reference to, and should be read in conjunction with, the
consolidated financial statements, including the notes thereto, and
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" included elsewhere in this report.
Consolidated Statements of Operations Data (in thousands, except per share
data)
Year Ended December 31
--------------------------------------------------------------------
1996 1997 1998 1999 2000
----------- ------------ ----------- ----------- -----------
Net revenues:
License ........................................... $ -- $ 210 $ 5,142 $ 4,381 $ 5,189
Services .......................................... 12,035 7,485 14,611 21,694 22,878
CRO operations .................................... 3,248 6,468 12,054 16,710 --
-------- --------- -------- -------- --------
Total net revenues ................................. 15,283 14,163 31,807 42,785 28,067
-------- --------- -------- -------- --------
Cost of revenues:
Cost of licenses .................................. -- 20 138 319 721
Cost of services .................................. 6,440 5,250 9,131 12,578 13,296
Cost of CRO operations ............................ 3,815 6,806 10,488 12,512 --
-------- --------- -------- -------- --------
Total cost of revenues ............................. 10,255 12,076 19,757 25,409 14,017
-------- --------- -------- -------- --------
Gross margin ....................................... 5,028 2,087 12,050 17,376 14,050
-------- --------- -------- -------- --------
Operating expenses:
Selling and marketing ............................. 1,163 2,492 3,764 5,124 4,754
General and administrative ........................ 2,365 2,873 4,966 6,565 6,593
Research and development .......................... -- 357 3,131 2,472 4,840
Write-off of registration costs(1) ................ -- -- -- -- 782
Write-off of acquired in-process research and
development(2) .................................. -- 7,883 -- -- --
-------- --------- -------- -------- --------
Total operating expenses ........................... 3,528 13,605 11,861 14,161 16,969
-------- --------- -------- -------- --------
Operating income (loss) ............................ 1,500 (11,518) 189 3,215 (2,919)
Other income, net .................................. 11 1,250 1,012 735 1,770
Gain on sale of CRO business(3) .................... -- -- -- 4,850 2,114
-------- --------- -------- -------- --------
Income (loss) before income taxes and minor-
ity interest ...................................... 1,511 (10,268) 1,201 8,800 965
Minority interest in limited liability company ..... 332 -- -- -- --
-------- --------- -------- -------- --------
Income (loss) before income taxes .................. 1,843 (10,268) 1,201 8,800 965
Income tax provision (benefit)(4) .................. 773 (4,037) 480 3,520 322
Minority interest dividend(5) ...................... -- -- -- -- 523
-------- --------- -------- -------- --------
Net income (loss) .................................. $ 1,070 $ (6,231) $ 721 $ 5,280 $ 120
======== ========= ======== ======== ========
Basic net income (loss) per share .................. $ 0.24 $ (0.93) $ 0.10 $ 0.75 $ 0.02
Diluted net income (loss) per share ................ $ 0.23 $ (0.93) $ 0.10 $ 0.74 $ 0.02
Consolidated Balance Sheet Data (in thousands)
1996 1997 1998 1999 2000
--------- ---------- ---------- ---------- ----------
Cash and cash equivalents and short-term
investments ........................... $1,498 $21,763 $16,490 $21,065 $27,657
Working capital ........................ 1,595 21,661 20,017 25,266 30,689
Total assets ........................... 5,748 36,774 40,172 45,212 53,964
Total stockholders' equity ............. 2,516 30,467 30,941 35,377 34,170
13
------------
(1) Represents a one-time charge of $782,000 for the write-off of costs
associated with the proposed initial public offering of the Company's
subsidiary, eRT, which was withdrawn in March 2001.
(2) Represents a one-time charge of $7.9 million for the write-off of acquired
in-process research and development in connection with the acquisition of
DLB Systems, Inc. in October 1997.
(3) Represents the gain recognized from the December 31, 1999 sale of the
domestic CRO business of $4.9 million and $2.1 million for 1999 and 2000,
respectively.
(4) For periods prior to February 3, 1997, the Company was included in the
consolidated income tax returns of UM Holdings Ltd. ("UM"). The financial
statements reflect income taxes calculated on a separate company basis for
all periods presented.
(5) Represents a minority interest dividend earned by the eRT preferred
shareholder.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
Cautionary Statement for Forward-Looking Information
The following discussion and analysis should be read in conjunction with
the Company's financial statements and the related notes to the financial
statements appearing elsewhere in this annual report. The following includes a
number of forward-looking statements that reflects the Company's current views
with respect to future events and financial performance. The Company uses words
such as anticipate, believe, expect, future, and intend, and similar expressions
to identify forward-looking statements. You should not place undue reliance on
these forward-looking statements, which apply only as of the date of this annual
report. These forward-looking statements are subject to risks and uncertainties
such as competitive factors, technology development, market demand and the
Company's ability to obtain new contracts and accurately estimate net revenues
due to vari-ability in size, scope and duration of projects, and internal issues
of the sponsoring client. Such risks and uncertainties could cause actual
results to differ materially from historical results or future predictions.
Further, information on potential factors that could affect the Company's
financial results can be found in the Company's Registration Statement on Form
S-1 and its Reports on Forms 10-K and 10-Q filed with the Securities and
Exchange Commission.
Overview
PRWW, Ltd. (the "Company"), a Delaware corporation, through its wholly
owned subsidiary, eResearchTechnology, Inc. (eRT), is a business-to-business
provider of technology-based products and services used to manage clinical
trials and collect, analyze and report clinical data. The Company also provides
centralized collection and interpretation of electrocardiograms. The Company
offers its products and services to its customers in the pharmaceutical,
biotechnology and medical device industries and to clinical research
organizations serving those industries. Historically, the Company's products and
services have been provided, both in the United States and internationally,
through two business segments: Clinical Operations and Technology Operations.
Clinical Operations include centralized diagnostic services, which consists
primarily of electrocardiogram services, and clinical research operations (CRO
operations) which consist primarily of clinical trial and data management in
addition to biostatistical analysis and regulatory affairs services. Technology
Operations include the development, marketing and support of clinical trial and
data management software and consulting services. The Company closed its
international CRO operation during the second half of 1999 and sold its domestic
CRO operation in December 1999. The Company's Phase I clinical research unit was
closed in the first quarter of 1998.
The Company has been continuously committed to the effective use of
technology in clinical applications for over 20 years. This commitment included
the Company's filing of the first computer-assisted new drug application with
the Food and Drug Administration in 1985, the Company's introduction of a
technology-enhanced electrocardiogram service in 1988 and the Company's
acquisition of DLB Systems in October 1997. The research and development and
baseline technology obtained in the DLB Systems acquisition provided the
platform for the development of the Company's current software applications.
Over time, the Company has also conducted various clinical and diagnostic
14
operations, including operating a clinical research organization from 1995 until
December 31, 1999. The sale of the Company's domestic CRO operations on December
31, 1999 marked the completion of the Company's efforts to cease providing
clinical research services and allowed the Company to focus exclusively on
providing technology-based solutions to the clinical trials market.
The Company's license revenues consist of upfront software license fees.
The Company's service revenues consist of technology consulting and training
services, software maintenance services and usage service revenues that the
Company generated from repeated use of the Company's products and services. To
date, usage service revenues have consisted primarily of fees generated from the
Company's centralized electrocardiogram services. Prior to the December 1999
sale of the domestic clinical research service business, the Company also
generated revenues from managing clinical trials. The Company has not accounted
for the clinical research service business as a discontinued operation because
it was not a separate reportable segment. The Company will not generate any
future revenues from clinical research services.
The Company's strategy is to create more of a recurring revenue business
model by deploying eResNets and modular solutions under agreements that permit
their use in multiple clinical trials at any number of sites and charge for
their use on a per user, per trial, per site basis. The Company anticipates that
an increasing portion of the Company's revenues will be attributable to these
types of usage service revenues. However, this business model is in an emerging
state and its revenue and income potential is unproven. Furthermore, the
Company's historical revenue sources will likely continue to be major
contributors to the Company's overall revenues.
The Company recognizes software revenues in accordance with Statement of
Position 97-2, Software Revenue Recognition, as amended by Statement of Position
98-9. Accordingly, the Company recognizes license revenues when a formal
agreement exists, delivery of the software and related documentation has
occurred, collectibility is probable and the license fee is fixed or
determinable. The Company recognizes revenues from software maintenance
contracts on a straight-line basis over the term of the maintenance contract,
which is typically twelve months. The Company provides consulting and training
services on a time and materials basis and recognizes revenues as the Company
performs the services. Usage service revenues consist of revenues from services
that the Company provides on a fee-for-service basis. The Company recognizes
usage service revenues as the services are performed. Clinical research services
were generally based on fixed-price contracts, with variable components.
Revenues from clinical research services were recognized as services were
rendered.
Usage service and clinical research service revenues vary based on the
conduct of the Company's customers' clinical trials. Customers terminate or
delay trials for a variety of reasons, including the failure of the product
being tested to satisfy safety or efficacy requirements, unexpected or undesired
clinical results, the customer's decision to forgo a particular study,
insufficient patient enrollment or investigator recruitment, and production
problems resulting in shortages of required supplies. Under a typical contract
for usage services, customers pay the Company a portion of the Company's fee for
these services upon contract execution as an upfront deposit, which is typically
nonrefundable upon contract termination.
Cost of licenses consists primarily of the cost of producing compact disks
and related documentation and royalties paid to third parties in connection with
their contributions to the Company's product development. Cost of services
includes the cost of technology consulting and maintenance services and the cost
of usage services. Cost of technology consulting and maintenance services
consists primarily of wages, fees paid to outside consultants and other direct
operating costs related to the Company's consulting and customer support
functions. Cost of usage services consists primarily of direct costs related to
the Company's centralized electrocardiogram services and includes wages, fees
paid to outside consultants, shipping expenses and other direct operating costs.
Cost of clinical research services consisted primarily of wages, fees paid to
outside consultants and other direct operating costs associated with the
Company's CRO operations. Selling and marketing expenses consist primarily of
salaries and commissions paid to sales and marketing personnel or paid to third
parties under marketing assistance agreements, travel expenses and advertising
and promotional expenditures. General and administrative expenses consist
primarily of salaries, benefits and direct costs for the Company's finance,
administrative, corporate information technology and executive management
functions, in addition to professional service fees. Research and development
expenses consist primarily of salaries and benefits paid to the Company's
product development staff, costs paid to outside consultants and direct costs
associated with the development of the Company's technology products.
15
eRT was incorporated in December 1999 and is a wholly owned subsidiary of
the Company. Effective January 1, 2000, the Company contributed its technology
and operating businesses to eRT in exchange for all of its issued and
outstanding capital stock. The Company also has a wholly-owned operating
subsidiary in the United Kingdom.
The Company conducts its operations with offices in the United States and
the United Kingdom (UK). The Company's international net revenues represented
14.5% of total net revenues in 1998, 12.6% of total net revenues in 1999 and
20.5% of total net revenues in 2000.
Results of Operations
The following table presents certain financial data as a percentage of
total net revenues:
Year Ended December 31
--------------------------------------
1998 1999 2000
---------- ---------- ------------
Net revenues:
License ................................. 16.2% 10.2% 18.5%
Services ................................ 45.9% 50.7% 81.5%
CRO operations .......................... 37.9% 39.1% --
----- ----- -----
Total net revenues ....................... 100.0% 100.0% 100.0%
Cost of revenues:
Cost of licenses ........................ 0.4% 0.7% 2.6%
Cost of services ........................ 28.7% 29.4% 47.3%
Cost of CRO operations .................. 33.0% 29.2% --
----- ----- -----
Total cost of revenues ................... 62.1% 59.3% 49.9%
----- ----- -----
Gross margin ............................. 37.9% 40.7% 50.1%
----- ----- -----
Operating expenses:
Selling & marketing ..................... 11.8% 12.0% 16.9%
General & administrative ................ 15.6% 15.3% 23.5%
Research and development ................ 9.9% 5.9% 17.2%
Write-off of registration costs ......... -- -- 2.9%
----- ----- -----
Total operating expenses ................. 37.3% 33.2% 60.5%
----- ----- -----
Operating income (loss) .................. 0.6% 7.5% (10.4%)
Other income, net ........................ 3.2% 1.7% 6.3%
Gain on sale of CRO business ............. -- 11.3% 7.5%
----- ----- -----
Income before income taxes ............... 3.8% 20.5% 3.4%
Income tax provision ..................... 1.5% 8.2% 1.1%
Minority interest dividend ............... -- -- 1.9%
----- ----- -----
Net income ............................... 2.3% 12.3% 0.4%
===== ===== =====
16
Year ended December 31, 2000, compared to the year ended December 31, 1999.
Total net revenues decreased 34.3%, or $14.7 million, to $28.1 million for
the year ended December 31, 2000 compared to $42.8 million for the year ended
December 31, 1999. Total net revenues for the year ended December 31, 1999
included net revenues of $16.7 million from CRO operations. The Company sold its
domestic CRO operations to SCP Communications, Inc. in December 1999 and closed
the Company's international CRO operations during the second half of 1999.
License revenues increased 18.2% to $5.2 million for the year ended
December 31, 2000 from $4.4 million for the year ended December 31, 1999. The
increase in license revenues was due primarily to revenue recognized under
master software license agreements that included the Company's eResNet product.
Technology consulting and training service revenues increased 15.4% to $4.5
million for the year ended December 31, 2000 compared to $3.9 million for the
year ended December 31, 1999. The increase in technology consulting and training
service revenues was due primarily to additional support revenues from new
software installations and increased consulting activity in support of the
Company's clients' needs. During 1999, the Company signed a two-year consulting
contract with AmericasDoctor.com, Inc. to help it enhance its capabilities to
identify and recruit patients for clinical trials. Of the $4.5 million and $3.9
million in technology consulting and training service revenues recognized in
2000 and 1999, respectively, $2.3 million was recognized each year from this
contract. This contract expired on December 31, 2000 and no further revenue will
be derived under it in 2001 or years thereafter. Software maintenance revenue
was $3.8 million for the years ended December 31, 2000 and 1999. Usage service
revenues increased 4.3% to $14.6 million for the year ended December 31, 2000
compared to $14.0 million for the year ended December 31, 1999. Usage service
revenues in 2000 consisted primarily of revenue from the Company's diagnostic
testing services. During 1999, the Company's clinical laboratory operation was
included in usage service revenues. Clinical laboratory operations were phased
out during the second half of 1999. Clinical laboratory operations net revenues
for the year ended December 31, 1999 were $651,000.
Total cost of revenues decreased 44.9% to $14.0 million, or 49.9% of
revenues, for the year ended December 31, 2000 compared to $25.4 million, or
59.3% of revenues, for the year ended December 31, 1999. Total cost of revenues
for the year ended December 31, 1999 included cost of revenues of $12.5 million
from CRO operations. The Company sold its domestic CRO operations in December
1999 and closed its international CRO operations during the second half of 1999.
The cost of license revenues increased 126.0% to $721,000, or 13.9% of
license revenues, for the year ended December 31, 2000 from $319,000, or 7.3% of
license revenues, for the year ended December 31, 1999. The increase in both the
cost of licenses and the cost of licenses as a percentage of license revenues
was primarily due to increased third party royalties incurred in 2000 based on
software revenues. In addition, documentation costs have increased due to
requirements associated with new software releases in 2000. The cost of
consulting and software maintenance revenues increased 28.9% to $4.9 million for
the year ended December 31, 2000 compared to $3.8 million for the year ended
December 31, 1999. As a percentage of consulting and software maintenance
revenues, the cost of consulting and software maintenance revenues increased to
59.0% of revenues for the year ended December 31, 2000 from 49.4% of revenues
for the year ended December 31, 1999. The increase was due primarily to
additional personnel, recruiting fees, subcontracting costs and travel and
increased facility and depreciation expenses to support the increase in
maintenance and consulting revenues and to implement the Company's new business
model. The cost of usage services decreased 4.5% to $8.4 million for the year
ended December 31, 2000 compared to $8.8 million for the year ended December 31,
1999. The decrease in the cost of usage revenues was primarily due to the cost
associated with the Company's clinical laboratory operations, which were
included in the Company's cost of usage services during 1999. For the year ended
December 31, 1999, cost of services for the clinical laboratory operations were
$1.2 million. As a percentage of usage service revenues, cost of usage services
decreased to 57.5% for the year ended December 31, 2000 from 62.9% for the year
ended December 31, 1999. The decrease in the cost of usage services as a
percentage of usage revenues was primarily due to the phase-out of the Company's
clinical laboratory operations in 1999.
Selling and marketing expenses decreased 5.9% to $4.8 million for the year
ended December 31, 2000 compared to $5.1 million for the year ended December 31,
1999. The decrease in selling and marketing expenses was due to lower
compensation costs resulting from the sale of the Company's domestic CRO
operations in December 1999. This decrease was partially offset by increased
advertising, promotion, convention and other selling expenses as a result of
17
the eRT's corporate formation and branding program, in addition to increased
commission expense resulting from increased software license revenues in the
year ended December 31, 2000. As a percentage of net revenues, selling and
marketing expenses increased to 16.9% for the year ended December 31, 2000 from
12.0% for the year ended December 31, 1999. This increase is due to reduced
revenues as a result of the sale of the Company's domestic CRO operations in
December 1999 and the increased spending for brand awareness noted above.
General and administrative expenses were $6.6 million for the years ended
December 31, 2000 and 1999. As a percentage of net revenues, general and
administrative expenses increased to 23.5% from 15.3% primarily because a
significant portion of these expenses are fixed in nature and revenues decreased
in 2000 due to the Company's sale of the domestic CRO operation in December
1999.
Research and development expenses increased 92.0% to $4.8 million, or 17.2%
of net revenues, for the year ended December 31, 2000 compared to $2.5 million,
or 5.9% of revenues, for the year ended December 31, 1999. The Company increased
its investment in research related activities in 2000 to implement its new
business model. This increase was due primarily to increased payroll,
subcontracting, training and facility costs.
The Company recorded a one-time charge for costs incurred in connection
with eRT's initial public offering of $782,000 in the quarter ended December 31,
2000. In March 2001, eRT withdrew the registration statement.
In December 1999, the Company sold its domestic CRO operations to SCP
Communications, Inc. The Company recognized the consideration which was not
subject to contingencies and reported a pre-tax gain of $4.9 million on the
transaction in 1999. In connection with the settlement of certain earnouts, the
Company recorded an additional pre-tax gain of $2.1 million in 2000.
Other income, net, consisted primarily of interest income. Other income
increased 144.9% to $1.8 million for the year ended December 31, 2000 compared
to $735,000 for the year ended December 31, 1999. The primary reason for the
increase was due to a higher cash balance during the year resulting from the
$9.5 million investment in eRT preferred stock in March 2000 and the receipt of
the $8 million note from the sale of the CRO operations in January 2000.
The Company's effective tax rate was 33.4% for the year December 31, 2000
compared to 40.0% for the year ended December 31, 1999. The 2000 tax rate
reflects increased pre-tax income earned in the Company's UK subsidiary in 2000,
which is taxed at a lower rate than income earned in the United States and
increased interest income in 2000 that is not taxable for federal income tax
purposes. These items were partially offset by a valuation allowance recorded
during 2000 for the state net operating loss carryforwards available as of
December 31, 2000.
Year ended December 31, 1999, compared to the year ended December 31, 1998
Total net revenues increased 34.6% or $11.0 million to $42.8 million in
1999 compared to $31.8 million in 1998.
License revenues declined 13.7% to $4.4 million in 1999 from $5.1 million
in 1998. During 1999, the Company sold fewer software licenses as the Company
focused its marketing efforts on larger, enterprise-wide software sales, which
have a longer sales cycle. Technology consulting and training service revenues
increased 6.7% to $1.6 million in 1999 compared to $1.5 million for the same
period in 1998. In addition, during 1999, the Company signed a two-year
consulting contract with AmericasDoctor.com, Inc. to help it enhance its
capabilities to identify and recruit patients for clinical trials. The Company
recognized $2.3 million of consulting revenues from this contract during 1999.
Software maintenance revenue increased 15.2% to $3.8 million in 1999, compared
to $3.3 million in 1998. The increase was due to a larger installed base of
software licenses in 1999 compared to 1998. Usage service revenues increased
42.9% to $14.0 million in 1999 from $9.8 million in 1998. Usage service revenues
consisted primarily of revenues from electrocardiogram services. This increase
was due primarily to increased contract signings during 1999 and the associated
increase in the number of procedures performed.
18
Clinical research services revenues increased 38.0% to $16.7 million in
1999 from $12.1 million in 1998. This increase was primarily due to the
increased volume of services under existing contracts and new contracts signed
in 1999.
Total cost of revenues increased 28.3% to $25.4 million in 1999, compared
to $19.8 million in 1998. As a percentage of net revenues, total cost of
revenues declined from 62.1% in 1998 to 59.3% in 1999.
The cost of license revenues increased 131.2% to $319,000 in 1999, or 7.3%
of license revenues, from $138,000 in 1998, or 2.7% of license revenues. The
increase was primarily due to a 5% royalty arrangement with a third party on
sales of two software products that first became payable during 1999. The cost
of consulting and software maintenance services increased 26.7% to $3.8 million
in 1999, or 49.4% of such revenues, from $3.0 million, or 62.5% of such revenues
in 1998. This increase was primarily due to additional personnel, travel and
other direct costs to support the increase in maintenance and consulting
revenues in addition to increased facility and depreciation expenses. The
decrease in the cost of consulting and software maintenance services as a
percentage of revenues was primarily a result of the $2.3 million of revenues
recognized in 1999 associated with the AmericasDoctor.com, Inc. contract which
generated higher margins due to the fixed nature of certain costs. The cost of
usage services increased 44.3% to $8.8 million, or 62.9% of such revenues, in
1999 from $6.1 million, or 62.2% of such revenues, in 1998. The increase was
primarily due to additional personnel, subcontracted electrocardiogram
interpretation fees and shipping costs related to the increase in
electrocardiogram services revenues.
The cost of CRO operations increased 19.0% to $12.5 million in 1999 from
$10.5 million in 1998, primarily due to additional personnel and direct costs to
support clinical research net revenue growth. As a percentage of CRO operations
net revenues, cost of CRO operations decreased to 74.9% in 1999 from 86.8% in
1998. The percentage decrease is due to a significant portion of the costs being
fixed in nature and revenues increasing 38.0% in 1999.
Selling and marketing expenses increased 34.2% to $5.1 million, or 12.0% of
net revenues, in 1999 from $3.8 million, or 11.8% of revenues, in 1998. The
increase was due primarily to increased compensation expense due to additional
personnel, commissions paid under new marketing assistance agreements and
increased direct selling expenses related to the overall increase in the
Company's revenues during 1999.
General and administrative expenses increased 32.0% to $6.6 million, or
15.3% of net revenues, in 1999 from $5.0 million, or 15.6% of revenues, in 1998.
The dollar increase was due primarily to increased compensation expense
resulting from salary increases and additional personnel, increased professional
fees and a $399,000 provision for bad debts. The bad debt provision was due to
uncollectible accounts primarily in the Company's Clinical Operations segment.
In particular, the Company increased its reserve for bad debts relating to
receivables of the domestic CRO operations, which were sold in December 1999,
and receivables of the international CRO operations, which were closed during
the last half of 1999.
Research and development expenses declined 19.4% to $2.5 million, or 5.9%
of net revenues, in 1999 from $3.1 million, or 9.9% of revenues, in 1998. The
decline was due primarily to a decrease in 1999 in the use of third party
product development consultants.
Other income, net, consisted primarily of interest income. Other income
decreased 26.5% to $735,000 for the year ended December 31, 1999 compared to
$1.0 million for the year ended December 31, 1998. The primary reason for the
decrease was due to a lower cash balance through the first half of 1999.
In December 1999, the Company sold its domestic CRO operations to SCP
Communications, Inc. The asset purchase transaction provided for consideration
up to $18 million, subject to adjustments and earnouts. The Company recognized
the consideration which was not subject to contingencies and reported a $4.9
million pre-tax gain on the transaction in 1999.
The Company had an income tax provision of $3.5 million for the year ended
December 31, 1999 compared to a tax provision of $480,000 for the year ended
December 31, 1998. The Company's effective income tax rate was 40.0% for the
years ended December 31, 1999 and 1998.
Liquidity and Capital Resources
In February 1997, the Company completed its initial public offering, which
resulted in net proceeds from the offering of $34.2 million.
19
For the year ended December 31, 2000, the Company used cash in operating
activities of $2.4 million compared to cash provided by operations of $9.0
million during the year ended December 31, 1999. The decrease in operating cash
was primarily the result of reduced net income and increased working capital
needs in 2000.
During the year ended December 31, 2000, the Company purchased $3.2 million
of property and equipment compared to $2.3 million purchased in 1999. The
increase is due to a higher level of spending on infrastructure during 2000 to
accommodate future business needs, anticipated growth and capital expenditures
related to the Company's increased headcount.
In December 1999, the Company made an additional investment of $1.5 million
in AmericasDoctor.com, Inc. under the terms of a convertible bridge note bearing
interest of 5.73% which was converted to equity in 2000. In addition, during
1999, the Company entered into an agreement with Winthrop Stewart Associates,
Inc. (WSA) to invest up to $300,000 under the terms of a convertible note
bearing interest at the prime rate on the date of each investment. The Company
invested $100,000 and $200,000 in WSA under the terms of the agreement in 1999
and 2000, respectively. The amount invested in WSA was reserved for during the
year ended December 31, 2000 due to the uncertainty of the notes' realizability.
In March 2000, the Company invested $5.8 million for a 10% equity ownership
in Medical Advisory Systems (MAS), a publicly traded company. Concurrently, the
Company's eRT subsidiary finalized a five-year sales, services and marketing
agreement with MAS. Under this agreement, MAS will provide several services to
assist eRT in deploying its suite of integrated proprietary clinical research
software available to the pharmaceutical, medical device and biotechnology
industries as well as to clinical research organizations. The Company recognized
license fee revenues associated with this agreement of approximately $800,000
during 2000, which were included in the Company's consolidated license revenues
for the year.
In March 2000, eRT sold 95,000 shares of its convertible preferred stock to
Communicade, Inc. and agreed to issue a warrant to purchase 2.5% of eRT's
outstanding common stock for total gross proceeds of $9.5 million. The preferred
stock would have automatically converted into common stock upon consummation of
the the eRT initial public offering. In March 2000, eRT issued a warrant to
purchase common stock to Scirex Corporation. The warrant entitles Scirex to
purchase the number of common shares equal to $1.0 million divided by eRT's
initial public offering price per share, at an exercise price per share equal to
eRT's initial public offering price per share. On March 1, 2001, eRT withdrew
the registration statement associated with its initial public offering and the
Company repurchased the eRT convertible preferred stock sold to Communicade,
Inc. for the original purchase price of $9.5 million plus $639,000 in accrued
dividends. The agreement to issue a warrant to Communicade, Inc. and the warrant
issued to Scirex Corporation remain outstanding.
In 2000, eRT made an investment in INNX, Inc. (INNX) of $150,000 for 2,706
shares of Series A preferred stock. At its option, eRT may convert each share of
preferred stock into ten shares of INNX common stock. Each share will
automatically be converted into shares of common stock upon the earlier of: (i)
a vote of two-thirds of the preferred stockholders requesting such conversion or
(ii) an INNX initial public offering at a price per share not less than $3.00
and an aggregate offering price of not less than $15,000,000. eRT may redeem
some or all of the preferred stock three years after its date of issuance at a
sum equal to 150% of the purchase price paid for each share of preferred stock,
which was $55.43 per share.
In February 2001, the Board of Directors authorized a stock buy-back
program of up to 500,000 shares of the Company's common stock. The share
purchase authorization allows the Company to make purchases from time to time on
the open market at prevailing prices or in privately negotiated transactions.
Company management will make the purchase decisions based upon market conditions
and other considerations. As of March 14, 2001, no purchases were made under
this program. In July 1998, the Board of Directors authorized a similar buy-back
program of up to 500,000 shares of its common stock. Under this program, the
Company used $2,711,000 to repurchase 499,800 shares at an average price of
$5.42 per share, making its last purchase of 322,000 shares in August 1999 at a
price of $6 per share.
During the year ended December 31, 2000, the Company received $388,000 in
cash from the exercise of 80,535 stock options at exercise prices per option of
between $2.27 and $13.13.
The Company has a line of credit arrangement with First Union National Bank
totaling $3.0 million. At December 31, 2000, the Company had no outstanding
borrowings under the line.
20
The Company expects that existing cash and cash equivalents, short-term
investments, cash flow from operations and borrowings under its line of credit
will be sufficient to meet its cash needs for at least the next year. However,
there may be acquisition and other growth opportunities that require additional
external financing, and the Company may from time to time seek to obtain
additional funds from the public or private issuances of equity or debt
securities. There can be no assurance that such financings will be available or
available on terms acceptable to the Company.
Inflation
The Company believes the effects of inflation and changing prices generally
do not have a material adverse effect on its results of operations or financial
condition.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Company's primary financial market risks include fluctuations in
interest rates and currency exchange rates.
Interest Rate Risk
The Company generally places its investments in A1P1 rated commercial bonds
and paper, municipal securities and certificates of deposit with fixed rates and
maturities of less than one year. The Company actively manages its portfolio of
cash equivalents and marketable securities but in order to ensure liquidity will
only invest in instruments with high credit quality where a secondary market
exists. The Company has not and does not hold any derivatives related to its
interest rate exposure. Due to the average maturity and conservative nature of
the Company's investment portfolio, a sudden change in interest rates would not
have a material effect of the value of the portfolio. Management estimates that
had the average yield of the Company's investments decreased by 100 basis
points, the Company's interest income for the year ended December 31, 2000 would
have decreased by less than $250,000. This estimate assumes that the decrease
occurred on the first day of 2000 and reduced the yield of each investment by
100 basis points. The impact on the Company's future interest income of future
changes in investment yields will depend largely on the gross amount of the
Company's cash, cash equivalents and short-term investments. See "Liquidity and
Capital Resources".
Foreign Currency Risk
The Company operates on a global basis from locations in the United States
and the United Kingdom. All international net revenues are billed and expenses
incurred in either US dollars or pounds sterling. As such, the Company faces
exposure to adverse movements in the exchange rate of the pound sterling. As the
currency rate changes, translation of the income statement of the Company's UK
subsidiary from the local currency to U.S. dollars affects year-to-year
comparability of operating results. The Company does not hedge translation risks
because any cash flows from international operations are generally reinvested.
To date, the effect of foreign currency fluctuations are reflected in the
Company's operating results and have not been material.
Management estimates that a 10% change in the exchange rate of the pound
sterling would have impacted the reported operating loss for international
operations by less than $100,000.
The introduction of the Euro as a common currency for members of the
European Monetary Union took place in January 1999. To date, the introduction of
the Euro has had no impact on the Company's operations in the UK, as all net
revenues have been billed in US dollars or pounds sterling.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The information called for by this Item is set forth on Pages F-1 through
F-20.
ITEM 9. CHANGES AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE
None.
21
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Information relating to Directors of the Company is incorporated by
reference from the "Election of Directors" section of the Proxy Statement for
the Company's 2001 Annual Meeting of Shareholders (the "Proxy Statement"). For
information concerning the executive officers of the Company, see "Executive
Officers of Registrant" in Part 1 of this Report.
ITEM 11. EXECUTIVE COMPENSATION
"Executive Compensation" in the Proxy Statement is incorporated by
reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
"Security Ownership of Certain Beneficial Owners and Management" in the
Proxy Statement is incorporated herein.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
"Certain Relationships and Related Party Transactions" in the Proxy
Statement is incorporated herein.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a)
1. The financial statements of the Company filed as a part of this Report
are listed on the attached Index to Consolidated Financial Statements and
Schedule at [F-1]
2. The Schedules to the financial statements of the Company filed as a
part of this Report are listed in the attached Index to Consolidated Financial
Statements and Schedule at [F-1]
3. Exhibits.
3.1 Amended and Restated Certificate of Incorporation.(6)
3.1.1 Certificate of Amendment to Restated Certificate of Incorporation.(10)
3.2 Bylaws.(2)
3.3 Amendment to Bylaws.(6)
4.1 Form of Stock Certificate.(2)
10.3 Stock Option Agreement -- Jerry Lee.(2)(4)
10.4 Stock Option Agreement -- Arthur Hayes.(2)(4)
10.6 Amended and Restated 1993 Stock Option Plan.(2)(4)
10.7 1996 Stock Option Plan.(2)(4)
10.10 Tax Sharing Agreement with UM Holdings, Ltd.(2)
10.12 Revolving Credit Agreement with First Union National Bank.(2)
10.13 Promissory Note to First Union National Bank.(2)
10.15 Restated Stock Option Agreement to Jerry Lee.(2)(4)
10.16 Restated Option Agreement to Arthur Hayes.(2)(4)
10.17 Tax Indemnity Agreement with UM Holdings, Ltd.(2)
10.21 Common Stock Purchase Agreement among AmericasDoctor.com, Inc., Medical Advisory
Systems, Inc. and Premier Research Worldwide.(6)
22
10.22 Support and Service Agreement between AmericasDoctor.com, Inc. and Premier Research
Worldwide.(6)
10.23 Sublease Agreement between Premier Research Worldwide and Raytheon Engineers & Con-
structors, Inc.(6)
10.24 Consulting Agreement between AmericasDoctor.com, Inc. and Premier Research Worldwide.
(7)
10.25 Registration Rights Agreement dated August 27, 1999. Incorporated
by reference to Exhibit 10.1, filed in connection with the
Company's Form 8-K dated August 27, 1999.
10.26 Put Option Agreement dated August 27, 1999. Incorporated by
reference to Exhibit 10.1, filed in connection with the Company's
Form 8-K dated August 27, 1999.
10.27 Employment Agreement with Joel Morganroth, M.D.(4)(8)
10.28 Management Consulting Agreement with Joel Morganroth, M.D.(8)
10.29 Employment Agreement with Joseph Esposito.(4)(8)
10.31 Amendment No. 1 to Premier Research Worldwide 1996 Stock Option Plan (Incorporated by
reference to Exhibit 4.2 to the Registration Statement on Form S-8, File No. 333-80121).(4)
10.32 Asset Purchase Agreement dated December 31, 1999 between Premier Research Worldwide,
Ltd. and SCP Communications, Inc. Incorporated by reference to Exhibit 10.1, filed in con-
nection with the Company's Form 8-K dated December 31, 1999.
10.33 Management Consulting Agreement effective as of January 1, 2000 between Joel Morgan-
roth, M.D., P.C. and eResearchTechnology.(4)(9)
10.34 Management Employment Agreement effective January 1, 2000 between Joseph A. Esposito
and eResearchTechnology.(4)(10)
10.35 Management Employment Agreement effective January 27, 2000 between Bruce Johnson and
eResearchTechnology.(4)(10)
10.36 Management Employment Agreement effective January 1, 2000 between Vincent Renz and
eResearchTechnology.(4)(10)
10.37 Management Employment Agreement effective January 1, 2000 between Robert Brown and
eResearchTechnology.(4)(10)
10.38 Voting Agreement dated as of March 24, 2000 between PRWW, Ltd. and eResearchTechnol-
ogy.(10)
10.39 Tax Sharing Agreement effective as of January 1, 2000 between PRWW, Ltd. and
eResearchTechnology, Ltd.(10)
10.40 Services and Support Agreement effective as of January 1, 2000 between PRWW, Ltd. and
eResearchTechnology, Ltd.(10)
10.41 Series A Preferred Stock Purchase Agreement dated as of March 24, 2000 among
eResearchTechnology, Inc., PRWW, Ltd. and Communicade Inc.(10)
10.42 Investor Rights Agreement dated as of March 24, 2000 between eResearchTechnology,
PRWW, Ltd. and Communicade Inc.(10)
10.43 Put Option Agreement dated March 24, 2000 between PRWW, Ltd. and Communicade
Inc.(10)
10.44 Form of Warrant to be issued by eResearchTechnology in favor of Communicade Inc.(10)
10.45 Warrant dated March 27, 2000 issued by eResearchTechnology in favor of Scirex Corpora-
tion.(10)
10.46 Stock Purchase Agreement dated March 8, 2000 between PRWW, Ltd. and Medical Advisory
Systems, Inc.(10)
23
10.47 Amendment to Management Agreement dated September 7, 1999 between PRWW, Ltd. and
Joel Morganroth, MD.(4)(10)
10.48 Management Employment Agreement effective as of January 1, 2000 between Robert Brown
and eResearchTechnology, as amended.(4)(11)
10.49 Services and Support Agreement effective as of January 1, 2000 between the Company and
eResearchTechnology, as amended by Supplement to Services and Support Agreement dated April 17,
2000.(11)
10.50 eResearchTechnology 2000 Stock Option Plan.(4)(11)
10.51 Management Employment Agreement effective as of July 5, 2000 between Jeffrey Litwin,
M.D. and eResearchTechnology, as amended.(4)(11)
10.52 Lease Agreement dated August 18, 2000 between Advance/GLD 2 L.L.C. and
eResearchTechnology, Inc.(12)
10.53 Employment Termination Agreement with Joel Morganroth, M.D. (filed herewith).(4)
10.54 Management Consulting Agreement with Joel Morganroth, M.D., P.C. (filed herewith).(4)
10.55 Promissory Note to First Union National Bank (filed herewith).
21.1 Subsidiaries of the Registrant (filed herewith).
23.1 Consent of Arthur Andersen LLP (filed herewith).
27 Financial Data Schedule.
------------
(1) Incorporated by reference to the exhibit with the same number, filed in
connection with the Company's Current Report on Form 8-K filed with the
Securities and Exchange Commission on November 12, 1997.
(2) Incorporated by reference to the exhibit with the same number, filed in
connection with the Company's Registration Statement on Form S-1, File No.
333-17001, declared effective by the Securities and Exchange Commission on
February 3, 1997.
(3) Incorporated by reference to Exhibit 4.1, filed in connection with the
Company's Form 10-Q on August 14, 1997, and as amended by the Company's
Form 10-Q/A filed on October 7, 1997.
(4) Management contract or compensatory plan or arrangement
(5) Incorporated by reference to the exhibit with the same number, filed in
connection with the Company's Form 10K on March 30, 1998.
(6) Incorporated by reference to the exhibit filed in connection with the
Company's Form 10-K on March 31, 1999.
(7) Incorporated by reference to the exhibit filed in connection with the
Company's Form 10-Q on April 14, 1999.
(8) Incorporated by reference to the exhibit filed in connection with the
Company's Form 10-Q on November 14, 1999.
(9) Incorporated by reference to the exhibit with the same number filed in
connection with the Company's Form 10-K on March 30, 2000.
(10) Incorporated by reference to the exhibit with the same number filed in
connection with the Company's Form 10-Q on May 15, 2000
(11) Incorporated by reference to the exhibit with the same number filed in
connection with the Company's Form 10-Q on August 14, 2000
(12) Incorporated by reference to the exhibit filed in connection with the
Company's Form 10-Q on November 13, 2000
(b) Reports on Form 8-K
None.
24
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized, on this 19th day of
March 2001.
PRWW, Ltd.
By: /s/ Joel Morganroth
------------------
Joel Morganroth,
Chairman, Chief Scientist
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
/s/ Joel Morganroth Chairman and Chief Scientist March 19, 2001
----------------------------
Joel Morganroth, M.D.
/s/ Joseph Esposito President and Chief Executive Officer, March 19, 2001
---------------------------- Director (Principal executive officer)
Joseph Esposito
/s/ Bruce Johnson Vice President and Chief Financial Officer March 19, 2001
---------------------------- (Principal financial and accounting officer)
Bruce Johnson
/s/ Howard D. Ross Director March 19, 2001
----------------------------
Howard D. Ross
/s/ Sheldon M. Bonovitz Director March 19, 2001
----------------------------
Sheldon M. Bonovitz
/s/ Arthur Hull Hayes, Jr. Director March 19, 2001
----------------------------
Arthur Hull Hayes, Jr., M.D.
/s/ John M. Ryan Director March 19, 2001
----------------------------
John M. Ryan
/s/ James C. Gale Director March 19, 2001
----------------------------
James C. Gale
/s/ Jerry D. Lee Director March 19, 2001
----------------------------
Jerry D. Lee
25
PRWW, LTD. AND SUBSIDIARIES
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS AND SCHEDULE
Report of Independent Public Accountants ................ F-2
Consolidated Balance Sheets ............................. F-3
Consolidated Statements of Operations ................... F-4
Consolidated Statements of Stockholders' Equity ......... F-5
Consolidated Statements of Cash Flows ................... F-6
Notes to Consolidated Financial Statements .............. F-7
Consolidated Financial Statement Schedule:
II. Valuation and Qualifying Accounts ................ F-20
F-1
Report of Independent Public Accountants
To PRWW, Ltd.:
We have audited the accompanying consolidated balance sheets of PRWW, Ltd.
(a Delaware corporation) and subsidiaries as of December 31, 1999 and 2000, and
the related consolidated statements of operations, stockholders' equity and cash
flows for each of the three years in the period ended December 31, 2000. These
financial statements and the schedule referred to below are the responsibility
of the Company's management. Our responsibility is to express an opinion on
these financial statements and schedule based on our audits.
We conducted our audits in accordance with auditing standards generally
accepted in the United States. Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements. An
audit also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of PRWW, Ltd. and subsidiaries,
as of December 31, 1999 and 2000, and the results of their operations and their
cash flows for each of the three years in the period ended December 31, 2000, in
conformity with generally accepted accounting principles in the United States.
Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The schedule listed in the index to
consolidated financial statements and schedule is presented for purposes of
complying with the Securities and Exchange Commission's rules and is not part of
the basic financial statements. This schedule has been subjected to the auditing
procedures applied in the audit of the basic financial statements and, in our
opinion, fairly states in all material respects the financial data required to
be set forth therein in relation to the basic financial statements taken as a
whole.
/s/ Arthur Andersen LLP
Philadelphia, Pennsylvania
March 1, 2001
F-2
PRWW, Ltd. and Subsidiaries
Consolidated Balance Sheets
December 31,
---------------------------------
1999 2000
--------------- ---------------
Assets
Current Assets:
Cash and cash equivalents ...................................... $ 16,765,000 $ 21,910,000
Short-term investments ......................................... 4,300,000 5,747,000
Marketable securities .......................................... -- 2,372,000
Accounts receivable, net ....................................... 4,537,000 6,811,000
Note receivable ................................................ 8,000,000 --
Prepaid expenses and other ..................................... 1,177,000 3,710,000
Deferred income taxes .......................................... 322,000 433,000
------------ ------------
Total current assets ......................................... 35,101,000 40,983,000
Property and equipment, net ..................................... 2,705,000 4,429,000
Goodwill, net ................................................... 1,844,000 1,528,000
Investments in non-marketable securities ........................ 2,600,000 2,450,000
Other assets .................................................... 48,000 405,000
Deferred income taxes ........................................... 2,914,000 4,169,000
------------ ------------
$ 45,212,000 $ 53,964,000
============ ============
Liabilities and Stockholders' Equity
Current Liabilities:
Accounts payable ............................................... $ 1,761,000 $ 1,745,000
Accrued expenses ............................................... 3,322,000 3,843,000
Income taxes payable ........................................... 2,348,000 1,209,000
Deferred revenues .............................................. 2,404,000 3,497,000
------------ ------------
Total current liabilities .................................... 9,835,000 10,294,000
Minority interest in subsidiary ................................. -- 9,500,000
Commitments and contingencies (Note 9) ..........................
Stockholders' equity:
Preferred stock - $10 par value, 500,000 shares authorized, none
issued and outstanding ....................................... -- --
Common stock - $.01 par value, 15,000,000 shares authorized,
7,390,152 and 7,470,687 shares issued ........................ 74,000 75,000
Additional paid-in capital ..................................... 38,147,000 38,861,000
Unrealized loss on marketable securities, net of tax ........... -- (2,042,000)
Treasury stock, 499,800 shares at cost ......................... (2,711,000) (2,711,000)
Accumulated deficit ............................................ (133,000) (13,000)
------------ ------------
Total stockholders' equity ................................... 35,377,000 34,170,000
------------ ------------
$ 45,212,000 $ 53,964,000
============ ============
The accompanying notes are an integral part of these statements.
F-3
PRWW, Ltd. and Subsidiaries
Consolidated Statements of Operations
Year Ended December 31,
----------------------------------------------------
1998 1999 2000
---------------- ---------------- --------------
Net revenues:
Licenses ....................................... $ 5,142,000 $ 4,381,000 $ 5,189,000
Services ....................................... 14,611,000 21,694,000 22,878,000
CRO operations ................................. 12,054,000 16,710,000 --
------------ ------------ ------------
Total net revenues .............................. 31,807,000 42,785,000 28,067,000
------------ ------------ ------------
Cost of revenues:
Cost of licenses ............................... 138,000 319,000 721,000
Cost of services ............................... 9,131,000 12,578,000 13,296,000
Cost of CRO operations ......................... 10,488,000 12,512,000 --
------------ ------------ ------------
Total cost of revenues .......................... 19,757,000 25,409,000 14,017,000
------------ ------------ ------------
Gross margin .................................... 12,050,000 17,376,000 14,050,000
------------ ------------ ------------
Operating expenses:
Selling and marketing .......................... 3,764,000 5,124,000 4,754,000
General and administrative ..................... 4,966,000 6,565,000 6,593,000
Research and development ....................... 3,131,000 2,472,000 4,840,000
Write-off of registration costs ................ -- -- 782,000
------------ ------------ ------------
Total operating expenses ........................ 11,861,000 14,161,000 16,969,000
------------ ------------ ------------
Operating income (loss) ......................... 189,000 3,215,000 (2,919,000)
Other income, net ............................... 1,012,000 735,000 1,770,000
Gain on sale of domestic CRO operations ......... -- 4,850,000 2,114,000
------------ ------------ ------------
Income before income taxes ...................... 1,201,000 8,800,000 965,000
Income tax provision ............................ 480,000 3,520,000 322,000
Minority interest dividend ...................... -- -- 523,000
------------ ------------ ------------
Net income ...................................... $ 721,000 $ 5,280,000 $ 120,000
============ ============ ============
Basic net income per share ...................... $ 0.10 $ 0.75 $ 0.02
Diluted net income per share .................... $ 0.10 $ 0.74 $ 0.02
Shares used to calculate basic net
income per share ............................... 7,102,000 7,007,000 6,956,000
Shares used to calculate diluted net
income per share ............................... 7,204,000 7,115,000 7,141,000
The accompanying notes are an integral part of these statements.
F-4
PRWW, Ltd. and Subsidiaries
Consolidated Statements of Stockholders' Equity
Common Stock Additional
------------------------ Paid-in
Shares Amount Capital
----------- ----------- ---------------
Balance, December 31, 1997 ...... 6,938,400 $ 69,000 $ 36,430,000
Net income ..................... -- -- --
Deemed distribution for
income taxes .................. -- -- --
Purchase of treasury stock ..... -- -- --
Exercise of stock options ...... 279,120 3,000 631,000
--------- -------- ------------
Balance, December 31, 1998 ...... 7,217,520 72,000 37,061,000
Net income ..................... -- -- --
Purchase of treasury stock ..... -- -- --
Tax benefit from exercise of
non-qualified stock options -- -- 644,000
Issuance of common stock
options to non-employee ....... -- -- 30,000
Exercise of stock options ...... 172,632 2,000 412,000
--------- -------- ------------
Balance, December 31, 1999 ...... 7,390,152 74,000 38,147,000
Comprehensive income
Net income ....................
Unrealized loss on
marketable securities, net
of tax .......................
Total comprehensive
income .......................
Tax benefit from exercise of
non-qualified stock options -- -- 237,000
Issuance of common stock
options to non-employees ...... -- -- 90,000
Exercise of stock options ...... 80,535 1,000 387,000
--------- -------- ------------
Balance, December 31, 2000 ...... 7,470,687 $ 75,000 $ 38,861,000
========= ======== ============
Unrealized
Loss on
Marketable Treasury Accumulated
Securities Stock Deficit Total
----------------- ----------------- ----------------- ---------------
Balance, December 31, 1997 ...... $ -- $ -- $ (6,032,000) $ 30,467,000
Net income ..................... -- -- 721,000 721,000
Deemed distribution for
income taxes .................. -- -- (102,000) (102,000)
Purchase of treasury stock ..... -- (779,000) -- (779,000)
Exercise of stock options ...... -- -- -- 634,000
------------- ------------- ------------- ------------
Balance, December 31, 1998 ...... -- (779,000) (5,413,000) 30,941,000
Net income ..................... -- -- 5,280,000 5,280,000
Purchase of treasury stock ..... -- (1,932,000) -- (1,932,000)
Tax benefit from exercise of
non-qualified stock options -- -- -- 644,000
Issuance of common stock
options to non-employee ....... -- -- -- 30,000
Exercise of stock options ...... -- -- -- 414,000
------------- ------------- ------------- ------------
Balance, December 31, 1999 ...... -- (2,711,000) (133,000) 35,377,000
Comprehensive income
Net income .................... -- 120,000 120,000
Unrealized loss on
marketable securities, net
of tax ....................... (2,042,000) -- (2,042,000)
------------- ------------- ------------
Total comprehensive
income ....................... (2,042,000) 120,000 (1,922,000)
Tax benefit from exercise of
non-qualified stock options -- -- -- 237,000
Issuance of common stock
options to non-employees ...... -- -- -- 90,000
Exercise of stock options ...... -- -- -- 388,000
------------- ------------- ------------- ------------
Balance, December 31, 2000 ...... $ (2,042,000) $ (2,711,000) $ (13,000) $ 34,170,000
============= ============= ============= ============
The accompanying notes are an integral part of these statements.
F-5
PRWW, Ltd. and Subsidiaries
Consolidated Statements of Cash Flows
Year Ended December 31,
---------------------------------------------------
1998 1999 2000
--------------- --------------- ---------------
Operating activities:
Net income ................................................. $ 721,000 $ 5,280,000 $ 120,000
Adjustments to reconcile net income to net cash
provided by (used in) operating activities--
Gain on sale of the domestic CRO operations ............. -- (4,850,000) (2,114,000)
Depreciation and amortization ........................... 1,606,000 2,167,000 1,762,000
Provision for losses on accounts receivable ............. -- 399,000 448,000
Provision for impairment of non-marketable
securities ............................................ -- -- 300,000
Issuance of stock options to non-employees .............. -- 30,000 90,000
Accrued minority interest dividend ...................... -- -- 523,000
Deferred income taxes ................................... 411,000 1,198,000 593,000
Loss on sales of property and equipment ................. -- 20,000 --
Changes in operating assets and liabilities,
excluding effects of business disposition:
Accounts receivable .................................. (5,254,000) 1,320,000 (2,472,000)
Prepaid expenses and other ........................... (1,231,000) 999,000 (1,037,000)
Accounts payable ..................................... 774,000 (550,000) (16,000)
Accrued expenses ..................................... 11,000 2,128,000 (600,000)
Income taxes payable ................................. (22,000) 2,291,000 (1,139,000)
Deferred revenues .................................... 2,208,000 (1,470,000) 1,093,000
------------ ------------ ------------
Net cash provided by (used in) operating
activities ........................................ (776,000) 8,962,000 (2,449,000)
------------ ------------ ------------
Investing activities:
Purchases of property and equipment ........................ (3,352,000) (2,317,000) (3,170,000)
Proceeds from sales of property and equipment .............. -- 73,000 --
Net (purchases) sales of short-term investments ............ 11,416,000 1,368,000 (1,447,000)
Purchase of marketable securities .......................... -- -- (5,775,000)
Net proceeds from sale of the domestic CRO
operations ............................................... -- 1,000,000 8,248,000
Deemed distribution from non-marketable securities ......... -- -- 200,000
Purchases of non-marketable securities ..................... (1,000,000) (1,625,000) (350,000)
------------ ------------ ------------
Net cash provided by (used in) investing
activities ........................................ 7,064,000 (1,501,000) (2,294,000)
------------ ------------ ------------
Financing activities:
Net proceeds from the issuance of redeemable
convertible preferred stock in subsidiary ................ -- -- 9,500,000
Net proceeds from exercise of stock options ................ 634,000 414,000 388,000
Repurchase of common stock for treasury .................... (779,000) (1,932,000) --
------------ ------------ ------------
Net cash provided by (used in) financing
activities ........................................ (145,000) (1,518,000) 9,888,000
------------ ------------ ------------
Net increase in cash and cash equivalents ................... 6,143,000 5,943,000 5,145,000
Cash and cash equivalents, beginning of year ................ 4,679,000 10,822,000 16,765,000
------------ ------------ ------------
Cash and cash equivalents, end of year ...................... $ 10,822,000 $ 16,765,000 $ 21,910,000
============ ============ ============
The accompanying notes are an integral part of these statements.
F-6
Notes To Consolidated Financial Statements
1. Background and Summary of Significant Accounting Policies:
Background
PRWW, Ltd. (the "Company"), a Delaware corporation, through its wholly
owned subsidiary, eResearchTechnology, Inc. (eRT), is a business-to-business
provider of technology-based products and services used to manage clinical
trials and collect, analyze and report clinical data. The Company also provides
centralized collection and interpretation of electrocardiograms. The Company
offers its products and services to its customers in the pharmaceutical,
biotechnology and medical device industries and to clinical research
organizations ("CRO") serving those industries.
The Company's products and services have been provided, both in the United
States and internationally, through two business segments: Clinical Operations
and Technology Operations (see Note 10). Clinical Operations include centralized
diagnostic services, which consist primarily of electrocardiogram services, and
CRO operations, which consist primarily of clinical trial and data management
services. The Company closed its international CRO operation during the second
half of 1999 and sold its domestic CRO operation in December 1999. The Company's
Phase I clinical research unit was closed in the first quarter of 1998.
Technology Operations include the development, marketing and support of clinical
trial and data management software and consulting services.
eRT was incorporated in December 1999 as a wholly owned subsidiary of the
Company. Effective January 1, 2000, the Company contributed its technology and
operating businesses to eRT in exchange for all of its issued and outstanding
capital stock. eRT has a wholly owned operating subsidiary in the United Kingdom
(UK).
Principles of Consolidation
The accompanying consolidated financial statements include the accounts of
the Company and its subsidiaries. All significant intercompany accounts and
transactions have been eliminated.
Use of Estimates
The preparation of financial statements in accordance with accounting
principles generally accepted in the United States 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 revenues and expenses during the
reporting period. Actual results could differ from those estimates.
Revenues
The Company's software revenues relate primarily to the sales of perpetual
licenses to end-users. Software arrangements with customers often include
multiple elements, including product licenses, maintenance and/or other
services. The Company allocates the total arrangement fee among each deliverable
based on the relative fair value of each of the deliverables determined based on
vendor-specific objective evidence. This objective evidence of fair value is
specific to the Company and consists either of prices derived from sales of
elements when they are sold separately, such as the stated renewal rate for
maintenance or the price established by management for the sale of the elements
in the ordinary course of business. Revenues from software licenses are
recognized when a formal signed agreement exists, delivery of the software has
occurred, collectibility is probable and the license fee is fixed or
determinable. Revenues from software maintenance and support contracts are
recognized on a straight-line basis over the term of the contract, typically 12
months. Revenues from training and consulting services are recognized as
services are performed. Revenues from usage-based services for which the Company
charges a contracted fee-for-service and clinical research services are
generally recorded when services are rendered. Usage services consist
F-7
Notes To Consolidated Financial Statements -- (Continued)
1. Background and Summary of Significant Accounting Policies: -- (Continued)
primarily of the centralized collection and interpretation of
electrocardiograms. The Company often receives non-refundable deposits from its
customers related to usage services and clinical research services that are
recorded as deferred revenues in the accompanying consolidated balance sheets.
CRO operations net revenues for the year ended December 31, 1998 include a
$750,000 nonrefundable deposit and termination fee under a contract that was
cancelled before completion.
Warranty
The Company does not offer its customers a general right of return.
Software license agreements generally provide for a 30-day warranty period for
defects. The Company's policy is to estimate the amount of future warranty costs
at the date revenue is recognized and to accrue that amount as a liability. To
date, warranty costs have been nominal and no amount has been accrued as of
December 31, 1999 or 2000.
Cash and Cash Equivalents
The Company considers cash on deposit with financial institutions and all
highly liquid investments purchased with an original maturity of three months or
less to be cash equivalents. At the balance sheet dates, cash equivalents
consisted primarily of investments in money market funds, municipal securities
and bonds of government sponsored agencies.
Short-Term Investments
At December 31, 2000, short-term investments consisted of commercial bonds
and paper, municipal securities, certificates of deposit and bonds of government
sponsored agencies with maturities of less than one year. Pursuant to Statement
of Financial Accounting Standards (SFAS) No. 115, "Accounting for Certain
Investments in Debt and Equity Securities", available-for-sale securities are
carried at fair value, based on quoted market prices, with unrealized gains and
losses, net of tax, reported as a separate component of stockholders' equity.
The Company has classified all of its short-term investments at December 31,
2000 as available-for-sale and at December 31, 1999 and 2000, unrealized gains
and losses were immaterial. Realized gains and losses during 1998, 1999 and 2000
were immaterial. For the purpose of determining realized gains and losses, the
costs of the securities sold is based upon specific identification.
Marketable Securities
At December 31, 2000, marketable securities consisted of an investment in
the common stock of Medical Advisory Systems (MAS), a publicly traded company.
Pursuant to SFAS No. 115, available-for-sale securities are carried at fair
value, based on quoted market prices, with unrealized gains and losses, net of
tax, reported as a separate component of stockholders' equity.
In March 2000, the Company made an investment of $5.8 million for a 10%
equity ownership in MAS. Concurrently, the Company's eRT subsidiary finalized a
five-year sales, services and marketing agreement with MAS. Under this
agreement, MAS will provide several services to assist eRT in deploying its
suite of integrated proprietary clinical research software available to the
pharmaceutical, medical device and biotechnology industries as well as to
clinical research organizations. The Company recognized license fee revenues
associated with this agreement of approximately $800,000 during 2000, which were
included in the Company's consolidated license revenues for the year. The
Company has classified its investment in MAS as available-for-sale and, at
December 31, 2000, has recorded an unrealized loss of $2,042,000, net of tax, as
a separate component of stockholders' equity.
Investments in Non-Marketable Securities
In July 1998, the Company paid $1.0 million for a minority equity position
in AmericasDoctor.com, Inc., an Internet company that provides physician
referrals and healthcare events on America Online's Health web page. This
F-8
Notes To Consolidated Financial Statements -- (Continued)
1. Background and Summary of Significant Accounting Policies: -- (Continued)
investment is accounted for under the cost method. In 1999, in connection with
the merger of AmericasDoctor.com, Inc. with Affiliated Research Centers, Inc.
("Affiliated Research"), the Company invested an additional $1.5 million in
AmericasDoctor.com, Inc. During 2000, the carrying value of the Company's
investment was reduced by $200,000 as the result of proceeds received to buy out
the Company's exclusive right to patient data under the original investment
agreement. The Company believes that the cost of its aggregate investment of
$2,300,000 is realizable at December 31, 2000.
In 1999, the Company entered into a two-year, $4.6 million consulting
contract with AmericasDoctor.com, Inc. Under the terms of the contract, the
Company provides consulting services to enhance AmericasDoctor.com, Inc.'s
ability to effectively support patient identification, recruitment and referral
to clinical investigational sites for both the Company and other companies in
the pharmaceutical, biotechnology and medical device industries. During each of
the years ended December 31, 1999 and 2000, the Company recognized net revenues
of $2.3 million under this consulting agreement.
In 1999, the Company entered into an agreement with Winthrop Stewart
Associates, Inc. (WSA) to invest up to $300,000 under the terms of a convertible
note bearing interest at the prime rate on the date of each investment. The
investment was to fund the development and integration of WSA's software into
the Company's software products. During 1999 and early 2000, the Company
invested $100,000 and $200,000, respectively, in WSA. The amount invested in WSA
was reserved for during the quarter ended September 30, 2000 due to the
uncertainty of the notes' realizability.
In 2000, eRT made an investment in INNX, Inc. (INNX) of $150,000 for 2,706
shares of Series A preferred stock. At its option, eRT may convert each share of
preferred stock into ten shares of INNX common stock. Each share will
automatically be converted into shares of common stock upon the earlier of: (i)
a vote of two-thirds of the preferred stockholders requesting such conversion or
(ii) an INNX initial public offering at a price per share not less than $3.00
and an aggregate offering price of not less than $15,000,000. eRT may redeem
some or all of the preferred stock three years after its date of issuance at a
sum equal to 150% of the purchase price paid for each share of preferred stock,
which was $55.43 per share. The Company believes that the cost of its investment
of $150,000 is realizable at December 31, 2000.
Property and Equipment
Property and equipment are stated at cost. Depreciation is provided using
the straight-line method over the estimated useful lives of the assets ranging
from three to five years. Leasehold improvements are amortized using the
straight-line method over the shorter of the estimated useful life of the asset
or the remaining lease term. Repair and maintenance costs are expensed as
incurred. Improvements and betterments are capitalized. Gains or losses on the
disposition of property and equipment are included in operations. Depreciation
expense was $1,228,000, $1,851,000 and $1,446,000 for the years ended December
31, 1998, 1999 and 2000, respectively.
Goodwill
Goodwill is amortized using the straight-line method over eight years and
is net of accumulated amortization of $1,020,000 and $1,336,000 as of December
31, 1999 and 2000, respectively. The related amortization expense was $378,000,
$316,000, and $316,000 for the years ended December 31, 1998, 1999, and 2000,
respectively.
Long-lived Assets
The Company continually evaluates whether later events and circumstances
have occurred that indicate the remaining estimated useful life may warrant
revision or that the remaining balance of long-lived assets may not be
recoverable. If factors indicate that long-lived assets should be evaluated for
possible impairment, the Company would use an estimate of the related
undiscounted cash flows in measuring whether long-lived assets should be
F-9
Notes To Consolidated Financial Statements -- (Continued)
1. Background and Summary of Significant Accounting Policies: -- (Continued)
written down to their fair value, in accordance with SFAS No. 121 "Accounting
for Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed of
". Management believes that there has been no impairment of long-lived assets as
of December 31, 2000.
Accrued Expenses
Included in accrued expenses at December 31, 1999 and 2000 was accrued
compensation of $1,390,000 and $1,488,000, respectively. Also included in
accrued expenses at December 31, 1999 was $620,000 for a commission payable to a
third-party under a marketing assistance agreement.
Software Development Costs
Research and development expenditures are charged to operations as
incurred. SFAS No. 86, "Accounting for the Costs of Computer Software to be
Sold, Leased or Otherwise Marketed," requires the capitalization of certain
software development costs subsequent to the establishment of technological
feasibility. The Company has determined that technological feasibility for its
products is generally achieved upon completion of a working model. Since
software development costs have not been significant after the completion of a
working model, all such costs have been charged to expense as incurred.
Advertising Costs
The Company expenses advertising costs as incurred. Advertising expense for
the years ended December 31, 1998, 1999 and 2000 was $473,000, $481,000 and
$854,000, respectively.
Income Taxes
Deferred tax assets and liabilities are recognized for the future tax
consequences attributable to differences between the financial statement
carrying amounts of existing assets and liabilities and their respective tax
bases. The effect on deferred tax assets and liabilities of a change in tax
rates is recognized in income in the period that includes the enactment date.
Supplemental Cash Flow Information
The Company paid approximately $128,000, $60,000 and $1,912,000 for income
taxes in the years ended December 31, 1998, 1999 and 2000, respectively.
The following table displays the net non-cash assets that were
deconsolidated as a result of the Company's 1999 business divestiture (see
Note 2):
Year Ended December 31,
1999
------------------------
Non-cash assets/liabilities:
Accounts receivable ................................. $ 4,167,000
Note receivable ..................................... (8,000,000)
Property and equipment .............................. 1,778,000
Accounts payable .................................... (208,000)
Accrued expenses .................................... 95,000
Deferred revenues ................................... (1,682,000)
------------
(3,850,000)
Gain on sale of the domestic CRO operations ......... 4,850,000
------------
Net cash received in divestiture .................... $ 1,000,000
============
F-10
Notes To Consolidated Financial Statements -- (Continued)
1. Background and Summary of Significant Accounting Policies: -- (Continued)
Other Income
Other income consists primarily of earnings on cash, cash equivalents and
short-term investments.
Concentration of Credit Risk and Significant Customers
Financial instruments that potentially subject the Company to concentration
of credit risk consist primarily of trade accounts receivable from companies
operating in the pharmaceutical, biotechnology and medical device industries.
For the years ended December 31, 1998 and 2000, no single customer accounted for
greater than 10% of net revenues. For the year ended December 31, 1999, one
customer accounted for 11.1% of net revenues. The loss of any such customer
could have a material adverse effect on the Company's operations. The Company
maintains reserves for potential credit losses and such losses, in the
aggregate, have not historically exceeded management's expectations.
Translation of Foreign Financial Statements
Assets and liabilities of the Company's UK subsidiary are translated at the
exchange rate as of the end of each reporting period. The income statement is
translated at the average exchange rate for the period. Cumulative adjustments
from translating the UK financial statements are not material.
Net Income per Common Share
The Company follows SFAS No. 128 "Earnings per Share". This statement
requires the presentation of basic and diluted earnings per share. Basic net
income per share is computed by dividing net income by the weighted average
number of shares of common stock outstanding during the year. Diluted net income
per share is computed by dividing net income by the weighted average number of
shares of common stock outstanding during the year, adjusted for the dilutive
effect of common stock equivalents, which consist of stock options, using the
treasury stock method.
The table below sets forth the reconciliation of the numerators and
denominators of the basic and diluted net income per share computations.
Net Per Share
Year Ended December 31, Income Shares Amount
----------------------- ---------- --------- ------
1998
Basic net income .................. $ 721,000 7,102,000 $ 0.10
Effect of dilutive shares ......... -- 102,000 --
---------- --------- ------
Diluted net income ................ $ 721,000 7,204,000 $ 0.10
========== ========= ======
1999
Basic net income .................. $5,280,000 7,007,000 $ 0.75
Effect of dilutive shares ......... -- 108,000 (0.01)
---------- --------- ------
Diluted net income ................ $5,280,000 7,115,000 $ 0.74
========== ========= ======
2000
Basic net income .................. $ 120,000 6,956,000 $ 0.02
Effect of dilutive shares ......... -- 185,000 --
---------- --------- ------
Diluted net income ................ $ 120,000 7,141,000 $ 0.02
========== ========= ======
In computing diluted net income per share, 435,385, 210,102 and 195,475
options to purchase shares of common stock were excluded from the computation
for the years ended December 31, 1998, 1999 and 2000, respectively. The options
were excluded from the computations because the exercise prices of such options
were greater than the average market price of the Company's common stock during
the respective periods.
F-11
Notes To Consolidated Financial Statements -- (Continued)
1. Background and Summary of Significant Accounting Policies: -- (Continued)
Comprehensive Income
SFAS No. 130, "Reporting Comprehensive Income" requires companies to
classify items of other comprehensive income by their nature in the financial
statements and display the accumulated balance of other comprehensive income
separately from retained earnings and additional paid-in-capital in the equity
section of a balance sheet. The Company's comprehensive income includes net
income and unrealized gains and losses from foreign currency translation and
marketable securities. The unrealized gains and losses from foreign currency
translation were immaterial as of December 31, 1999 and 2000. For the year ended
December 31, 2000, the Company recorded an unrealized loss of $2,042,000, net of
tax of $1,361,000, from its investment in marketable securities.
Reclassifications
Certain reclassifications have been made to prior year financial statements
to conform to the current year presentation.
2. Sale of the Domestic CRO Operation:
On December 31, 1999, the Company sold the business and certain of the
assets of its domestic CRO operation (the "Division"), which consisted of
clinical trial management and clinical data management operations. The Company
received cash consideration of $1,000,000 on December 31, 1999 and $8,000,000 on
January 31, 2000, with additional consideration, if any, payable over time,
subject to adjustments and earn-outs. In addition, certain specific liabilities
of the Division were assumed by the buyer as part of the transaction. After
recognizing related professional fees, a pre-tax gain of $4,850,000 was included
in the statement of operations for the year ended December 31, 1999 as a result
of this disposition. During the year ended December 31, 2000, the Company
recognized additional pre-tax gain of $2,114,000 related to the disposition. The
amount receivable from escrow as of December 31, 2000 of $1,616,000 is included
in prepaid expenses and other in the accompanying consolidated balance sheets.
Any future proceeds from the sale will be included in the Company's statement of
operations when due and payable.
3. Accounts Receivable:
December 31,
-----------------------------
1999 2000
------------- -------------
Billed ................................. $4,962,000 $7,147,000
Unbilled ............................... -- 497,000
Allowance for doubtful account ......... (425,000) (833,000)
---------- ----------
$4,537,000 $6,811,000
========== ==========
4. Property and Equipment:
December 31,
---------------------------------
1999 2000
--------------- ---------------
Computer and other equipment .......... $ 9,230,000 $ 6,018,000
Furniture and fixtures ................ 1,154,000 1,656,000
Leasehold improvements ................ 480,000 1,258,000
------------ ------------
10,864,000 8,932,000
Less-Accumulated depreciation ......... (8,159,000) (4,503,000)
------------ ------------
$ 2,705,000 $ 4,429,000
============ ============
F-12
Notes To Consolidated Financial Statements -- (Continued)
5. Line of Credit:
The Company has a line of credit with a bank, through June 30, 2001, that
provides for borrowings up to $3 million at an interest rate of prime minus 35
basis points. The line of credit agreement includes certain covenants, the most
restrictive of which limit future indebtedness and require compliance with a
liabilities-to-tangible net worth ratio. To date, the Company has not borrowed
any amounts under its line of credit.
6. Income Taxes:
The income tax provision (benefit) consists of the following:
Year Ended December 31,
--------------------------------------------
1998 1999 2000
----------- ------------- --------------
Current provision (benefit):
Federal ................................ $ -- $1,523,000 $ (793,000)
State and local ........................ 69,000 671,000 --
Foreign ................................ -- 128,000 522,000
-------- ---------- ----------
69,000 2,322,000 (271,000)
-------- ---------- ----------
Deferred provision (benefit):
Federal ................................ 146,000 955,000 448,000
State and local ........................ 34,000 243,000 (139,000)
Foreign ................................ 231,000 -- --
-------- ---------- ----------
411,000 1,198,000 309,000
-------- ---------- ----------
480,000 3,520,000 38,000
Increase in valuation allowance ......... -- -- 284,000
-------- ---------- ----------
$480,000 $3,520,000 $ 322,000
======== ========== ==========
Foreign income before income taxes was $676,000, $414,000 and $1,716,000
for the years ended December 31, 1998, 1999 and 2000, respectively.
The reconciliation between income taxes at the federal statutory rate and
the amount recorded in the accompanying financial statements is as follows:
Year Ended December 31,
---------------------------------------------
1998 1999 2000
------------- ------------- -------------
Tax at federal statutory rate ........... $ 408,000 $2,992,000 $ 328,000
Increase in valuation allowance ......... -- -- 284,000
State and local taxes, net of federal ... 70,000 581,000 (92,000)
Amortization of goodwill ................ 16,000 -- --
Foreign pre-tax income .................. (20,000) (12,000) (51,000)
Tax-free interest income ................ (109,000) (79,000) (156,000)
Other ................................... 115,000 38,000 9,000
---------- ---------- ----------
$ 480,000 $3,520,000 $ 322,000
========== ========== ==========
Prior to February 1997, the Company was included in the consolidated
federal income tax returns of UM Holdings Ltd. ("UM"), which owned 100% of the
Company prior to the Company's initial public offering in 1997, under a
tax-sharing agreement pursuant to which the Company would pay to UM amounts
equal to the taxes that the Company would have paid had it filed separate
federal income tax returns. The agreement did not provide for UM to pay the
Company for tax losses that UM utilized. Upon finalizing the Company's 1997 tax
return in 1998, the Company recorded a deemed distribution of $102,000 for tax
losses attributable to the Company but included in UM's consolidated tax return.
F-13
Notes To Consolidated Financial Statements -- (Continued)
6. Income Taxes: -- (Continued)
The components of the Company's net deferred tax asset are as follows:
December 31,
-----------------------------
1999 2000
------------- -------------
Goodwill amortization ............................ $2,876,000 $2,699,000
Unrealized loss on marketable securities ......... -- 1,361,000
Net operating loss carry-forwards ................ 145,000 --
Depreciation ..................................... (86,000) (7,000)
Reserves and accruals ............................ 301,000 549,000
---------- ----------
$3,236,000 $4,602,000
========== ==========
At December 31, 2000, the Company had net operating loss carry-forwards for
state tax purposes of approximately $4.7 million, which will begin to expire in
2007. As of December 31, 2000, a valuation allowance has been provided for the
deferred tax asset related to the Company's state net operating loss
carry-forwards because of the uncertainty of their realization.
7. Related Party Transactions:
Transactions with UM
The Company leased its primary operating facility from UM (see Note 9) in
1998. The Company was charged $349,000 for rent under the facility lease for the
year ended December 31, 1998. The Company believes that all amounts charged by
UM were reasonable.
In August 1999, the Company, pursuant to its share repurchase program, used
$1,932,000 to repurchase 322,000 shares of its common stock from UM at a price
of $6 per share.
Transactions with the Company's Chairman and Chief Executive Officer
The Company's Chairman and, until March 1, 2001, Chief Executive Officer,
who is a stockholder, is a cardiologist who, in addition to his role as an
executive officer of the Company during 1998, 1999 and 2000, provided medical
services to the Company as an independent contractor through his wholly owned
professional corporation (see Note 9). Fees incurred under this consulting
arrangement approximated $144,000, $156,000 and $156,000 for the years ended
December 31, 1998, 1999 and 2000, respectively. In addition, at December 31,
1999 and 2000 $52,000 was owed to the professional corporation in connection
with the consulting agreement. The Company entered into a new consulting
agreement with the professional corporation in March 2001 (see Note 9).
8. Stock Option Plans:
In August 1993, the Company established a nonqualified stock option plan
(the "1993 Plan") authorizing the grant of options to acquire up to 1,100,500
shares of the Company's common stock. The purpose of the 1993 Plan was to
provide an incentive for key individuals to advance the success of the Company.
The options cover the purchase of common stock of the Company at exercise prices
initially set at or above current fair value as determined by the Board of
Directors. Options granted under the 1993 Plan became fully vested 90 days after
the Company's 1997 initial public offering and expire five years from the
initial public offering date. No additional options may be granted under this
plan.
In 1996, the Company adopted a new stock option plan (the "1996 Plan") that
authorized the grant of both incentive and non-qualified options to acquire up
to 500,000 shares of the Company's common stock. The Company's Board of
Directors determines the exercise price of the options under the 1996 Plan. The
exercise price of incentive stock options may not be below fair value on the
grant date. Incentive stock options under the 1996 Plan expire ten years from
the grant date and are exercisable in accordance with vesting provisions set by
the Board.
F-14
Notes To Consolidated Financial Statements -- (Continued)
8. Stock Option Plans: -- (Continued)
During September 1998, the Company offered a stock option exchange program
to its employees for options granted under the 1996 Plan. Under the program,
stock options could be exchanged, on a one for two basis with the new exercise
price set at the greater of 50% of the original exercise price or the closing
price on September 30, 1998, the final day of the exchange program. A total of
77,350 stock options were exchanged and 38,675 were reissued in the exchange
program at an average exercise price of $6.50.
In May 1999, the shareholders approved an amendment to the 1996 Stock
Option Plan and increased the number of shares which could be granted under the
Plan by 600,000 to 1,100,000 and provided for an annual option grant of 5,000
shares to each outside director.
In 2000, eRT adopted a stock option plan (the "eRT Plan") that authorized
the grant of both incentive and non-qualified options to acquire up to 2,000,000
shares of eRT's common stock. eRT's Board of Directors determines the exercise
price of the options under the eRT Plan. The exercise price of incentive stock
options may not be below fair value on the grant date. Incentive stock options
under the eRT Plan expire ten years from the grant date and are exercisable in
accordance with vesting provisions set by the Board.
Information with respect to outstanding options under the PRWW plans is as
follows:
Outstanding Option Price
Shares Per Share
----------- -------------
Balance, December 31, 1997 ......... 851,620 $ 2.27-13.125
Granted ........................... 252,675 3.75-9.00
Exercised ......................... (279,120) 2.27
Cancelled ......................... (151,675) 8.25-13.125
-------- -------------
Balance, December 31, 1998 ......... 673,500 2.27-13.125
Granted ........................... 181,500 5.50-9.38
Exercised ......................... (172,632) 2.27-6.625
Cancelled ......................... (134,745) 3.75-13.125
-------- -------------
Balance, December 31, 1999 ......... 547,623 2.27-13.125
Granted ........................... 314,500 10.00-17.813
Exercised ......................... (80,535) 2.27-13.125
Cancelled ......................... (37,176) 2.27-13.125
-------- -------------
Balance, December 31, 2000 ......... 744,412 $ 2.27-17.813
======== =============
As of December 31, 2000, 307,085 options with a weighted average exercise
price of $8.63 per share were exercisable and 349,310 options were available for
future grants under the 1996 Plan.
Information with respect to outstanding options under the eRT Plan is as
follows:
Outstanding Option Price
Shares Per Share
----------- ------------
Balance, December 31, 1999 ......... -- $ --
Granted ........................... 1,602,750 15.00
Cancelled ......................... (16,400) 15.00
--------- -------
Balance, December 31, 2000 ......... 1,586,350 $ 15.00
========= =======
As of December 31, 2000, no options were exercisable and 413,650 options
were available for future grants under the eRT Plan.
The Company accounts for its option grants under Accounting Principles
Board Opinion No. 25, "Accounting for Stock Issued to Employees", and the
related interpretations. Had compensation cost for the Company's stock option
F-15
Notes To Consolidated Financial Statements -- (Continued)
8. Stock Option Plans: -- (Continued)
plans been determined based upon the fair value of the options at the date of
grant, as prescribed under SFAS No. 123, "Accounting for Stock-based
Compensation," the Company's net income and basic and diluted net income per
share would have been adjusted to the following pro forma amounts:
Year Ended December 31
-------------------------------------------------
1998 1999 2000
------------- --------------- ---------------
Net income (loss):
As reported ....................... $ 721,000 $ 5,280,000 $ 120,000
Pro forma ......................... 571,000 5,137,000 (1,136,000)
Basic net income (loss) per share:
As reported ....................... 0.10 0.75 0.02
Pro forma ......................... 0.08 0.73 (0.16)
Diluted net income (loss) per share:
As reported ....................... 0.10 0.74 0.02
Pro forma ......................... 0.08 0.72 (0.16)
The weighted average fair value per share of the PRWW options granted
during 1998, 1999 and 2000 was estimated as $2.12, $2.56, and $7.44
respectively. The weighted average fair value per share of the eRT options
granted during 2000 was estimated as $5.92. The fair value of each option grant
is estimated on the date of grant using the Black-Scholes option-pricing model
with the following weighted average assumptions:
1998 1999 2000
------ ------ ------
Risk-free interest rate .......... 5.30% 5.70% 6.58%
Expected dividend yield .......... 0.00% 0.00% 0.00%
Expected life .................... 3 years 3 years 3 years
Expected volatility .............. 55.00% 55.00% 89.60%
The effects of applying SFAS No. 123 in the pro forma disclosure are not
indicative of future amounts. SFAS No. 123 does not apply to options granted
prior to 1995.
9. Commitments and Contingencies:
Leases
The Company leases office space and equipment under operating leases.
During the year ended December 31, 1998, the Company leased its primary
operating facility from UM under a lease agreement executed in June 1996 that
was to expire in September 2003 (see Note 7). The Company terminated the
facility lease with UM, without penalty, on January 3, 1999 and moved into a new
facility in Philadelphia, Pennsylvania under a lease agreement that expires in
August 2005. Rent expense for all operating leases for the years ended December
31, 1998, 1999 and 2000 was $1,203,000, $1,579,000, and $910,000 respectively.
In connection with the sale of the domestic CRO operations, the Company entered
into a sublease agreement with the buyer to lease approximately two-thirds of
its new facility through August 2005.
In 1999, the Company entered into a lease for a facility in Bridgewater,
New Jersey, which commenced on May 1, 1999 and expires on April 30, 2006. In
2000, the Company entered into a sublease agreement with a third party to lease
this facility, which commenced on February 1, 2001 and expires on April 30,
2006. Also, in 1999, the Company entered into a lease for a facility in
Peterborough, United Kingdom, which commenced on October 1, 1999 and expires on
September 30, 2004.
In 2000, the Company's eRT subsidiary entered into a lease for a new
facility in Bridgewater, New Jersey, which commenced on February 1, 2001 and
expires on January 31, 2011.
F-16
Notes To Consolidated Financial Statements -- (Continued)
9. Commitments and Contingencies: -- (Continued)
Future minimum lease payments as of December 31, 2000 are as follows:
Gross Sublease
Obligation Income
------------ ------------
2001 ........................ $ 2,542,000 $ 927,000
2002 ........................ 2,613,000 1,002,000
2003 ........................ 2,534,000 1,002,000
2004 ........................ 2,401,000 1,007,000
2005 ........................ 1,892,000 777,000
2006 and thereafter ......... 4,816,000 105,000
----------- ----------
$16,798,000 $4,820,000
=========== ==========
Royalties
In 1997, the Company entered into a development agreement, as amended, that
provides for royalty-based payments on two of the Company's software products.
The agreement provides for a 5% royalty on certain net license revenues during a
three-year period, not to exceed total royalties of $775,000. During 1999 and
2000, the Company charged $131,000 and $149,000, respectively, to expense under
this agreement.
Agreements with the Company's Management
The Company entered into a consulting agreement in March 2001 with the
Chairman's wholly owned Professional Corporation for a one-year period, which is
renewable on an annual basis, that commenced in January 2001. Either the Company
or the professional corporation may terminate the agreement at any time, with or
without cause. However, if the Company terminates the agreement without cause,
the Company must continue to pay the consulting fees and discretionary bonuses
for a one-year period subsequent to the termination. The consulting agreement
relates to the Chairman's capacity as a medical doctor and cardiologist and,
among other things, requires the Chairman to serve as the Company's chief
scientist, in addition to providing medical interpretations of diagnostic tests
from time to time, as required. Compensation under the consulting agreement is
$252,000 per year plus discretionary bonuses of $37,500 per quarter. The Board
of Directors, at its discretion, can award additional bonus amounts. The
consulting agreement continues on a year to year basis unless terminated.
The Company maintains employment agreements with certain of its executive
officers. Either the Company or the employee may terminate the agreements at any
time, with or without cause. However, if the Company terminates the employment
agreements without cause, the Company must continue to pay certain salaries for
up to a one-year period subsequent to termination.
Contingencies
The Company is involved in legal proceedings from time to time in the
ordinary course of its business. Management believes that none of these legal
proceedings will have a material adverse effect on the financial condition or
results of operations of the Company.
10. Operating Segments and Geographic Information:
The Company's operating segments are strategic business units that offer
different products and services to a common client base. The Company's products
and services are provided both in the United States and internationally through
two reportable business segments: Clinical Operations, which includes clinical
research support services, clinical trial management services and clinical data
management services; and Technology Operations, which includes software sales
and support and consulting services.
F-17
Notes To Consolidated Financial Statements -- (Continued)
10. Operating Segments and Geographic Information: -- (Continued)
During 1998, no single client accounted for more than 10% of a segment's
net revenues. In 1999, one client accounted for 15.5% of Clinical Operations net
revenues and three clients accounted for 25.9%, 19.1% and 11.7%, respectively,
of Technology Operations net revenues. In 2000, two clients accounted for 12.9%
and 11.2% of Clinical Operations net revenues, respectively, and three clients
accounted for 17.7%, 17.1% and 10.6%, respectively, of Technology Operations net
revenues.
The accounting policies of the segments are the same as those described in
the summary of significant accounting policies (see Note 1). The Company
evaluates performance based on the net revenues and operating earnings of the
respective business segments.
Year Ended December 31, 1998
--------------------------------------------------------------
Clinical Technology
Operations Operations Other Total
--------------- ------------ ------------- -------------
License revenues ...................... $ -- $5,142,000 $ -- $5,142,000
Service revenues ...................... 9,823,000 4,788,000 -- 14,611,000
CRO operations revenues ............... 11,865,000 -- 189,000 12,054,000
------------ ---------- ---------- ----------
Net revenues from external
customers ............................ 21,688,000 9,930,000 189,000 31,807,000
Income (loss) from operations ......... (1,565,000) 1,689,000 65,000 189,000
Identifiable assets ................... 14,189,000 4,588,000 21,395,000 40,172,000
Depreciation and amortization ......... 1,097,000 509,000 -- 1,606,000
Capital expenditures .................. 2,864,000 488,000 -- 3,352,000
Year Ended December 31, 1999
--------------------------------------------------------------
Clinical Technology
Operations Operations Other Total
--------------- ------------ ------------- -------------
License revenues ...................... $ -- $4,381,000 $ -- $4,381,000
Service revenues ...................... 14,013,000 7,681,000 -- 21,694,000
CRO operations revenues. .............. 16,710,000 -- -- 16,710,000
----------- ---------- ---------- ----------
Net revenues from external
customers ............................ 30,723,000 12,062,000 -- 42,785,000
Income (loss) from operations ......... (755,000) 3,970,000 -- 3,215,000
Identifiable assets ................... 5,318,000 4,884,000 35,010,000 45,212,000
Depreciation and amortization ......... 1,585,000 582,000 -- 2,167,000
Capital expenditures .................. 1,654,000 663,000 -- 2,317,000
Year Ended December 31, 2000
--------------------------------------------------------------
Clinical Technology
Operations Operations Other Total
--------------- ------------ ------------- -------------
License revenues ...................... $ -- $5,189,000 $ -- $5,189,000
Service revenues ...................... 14,607,000 8,271,000 -- 22,878,000
----------- ---------- ---------- ------------
Net revenues from external
customers ............................ 14,607,000 13,460,000 -- 28,067,000
Loss from operations .................. (113,000) (2,806,000) -- (2,919,000)
Identifiable assets ................... 7,827,000 6,502,000 39,635,000 53,964,000
Depreciation and amortization ......... 1,013,000 749,000 -- 1,762,000
Capital expenditures .................. 2,690,000 480,000 -- 3,170,000
F-18
Notes To Consolidated Financial Statements -- (Continued)
10. Operating Segments and Geographic Information: -- (Continued)
The Company operates on a worldwide basis with two locations in the United
States and one location in the United Kingdom.
Geographic information is as follows:
Year Ended December 31, 1998
-----------------------------------------------
North
America Europe Total
------------- --------------- -------------
License revenues ...................... $4,094,000 $ 1,048,000 $5,142,000
Service revenues ...................... 11,658,000 2,953,000 14,611,000
CRO operations revenues ............... 11,435,000 619,000 12,054,000
---------- ------------ ----------
Net revenues from external
customers ............................ 27,187,000 4,620,000 31,807,000
Income (loss) from operations ......... 2,037,000 (1,848,000) 189,000
Identifiable assets ................... 38,033,000 2,139,000 40,172,000
Year Ended December 31, 1999
-----------------------------------------------
North
America Europe Total
------------- --------------- -------------
License revenues ...................... $4,381,000 $ -- $4,381,000
Service revenues ...................... 17,004,000 4,690,000 21,694,000
CRO operations revenues ............... 15,993,000 717,000 16,710,000
---------- --------- ----------
Net revenues from external
customers ............................ 37,378,000 5,407,000 42,785,000
Income (loss) from operations ......... 3,718,000 (593,000) 3,215,000
Identifiable assets ................... 44,811,000 401,000 45,212,000
Year Ended December 31, 2000
-----------------------------------------------
North
America Europe Total
------------- --------------- -------------
License revenues ...................... $4,846,000 $ 343,000 $5,189,000
Service revenues ...................... 17,473,000 5,405,000 22,878,000
---------- --------- ----------
Net revenues from external
customers ............................ 22,319,000 5,748,000 28,067,000
Income (loss) from operations ......... (4,632,000) 1,713,000 (2,919,000)
Identifiable assets ................... 52,004,000 1,960,000 53,964,000
11. Sale and Redemption of eRT Preferred Stock and Issuance of Common Stock
Warrants:
On March 24, 2000, eRT sold 95,000 shares of its convertible preferred
stock to Communicade, Inc. and agreed to issue a warrant to purchase 2.5% of
eRT's outstanding common stock for total gross proceeds of $9.5 million. The
preferred stock would have automatically converted into common stock upon
consummation of the the eRT initial public offering. On March 27, 2000, eRT
issued a warrant to purchase eRT's common stock to Scirex Corporation. The
warrant entitles Scirex to purchase the number of common shares equal to $1.0
million divided by eRT's initial public offering price per share, at an exercise
price per share equal to the initial public offering price per share. On March
1, 2001, eRT withdrew the registration statement associated with its initial
public offering, and the Company repurchased the eRT convertible preferred stock
sold to Communicade, Inc. for the original purchase price of $9.5 million plus
$639,000 in accrued dividends. The agreement to issue a warrant to Communicade,
Inc. and the warrant issued to Scirex Corporation remain outstanding.
F-19
SCHEDULE II
PRWW, LTD. AND SUBSIDIARIES
VALUATION AND QUALIFYING ACCOUNTS
Allowance for Doubtful Accounts
(in thousands)
Balance Balance
Beginning of Charges to Deductions End
Period Expense from Reserve Other of Period
-------------- ------------ -------------- ------- ----------
December 31, 1998 ......... $178 -- -- $65 $243
December 31, 1999 ......... $243 $399 $217 -- $425
December 31, 2000 ......... $425 $448 $ 40 -- $833
F-20