UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): March 8, 2006
QUINTILES TRANSNATIONAL CORP.
(Exact name of registrant as specified in its charter)
| | | | |
North Carolina | | 333-113805 | | 56-1714315 |
(State or other jurisdiction of | | (Commission File | | (I.R.S. Employer |
incorporation) | | Number) | | Identification Number) |
4709 Creekstone Drive, Suite 200, Durham, North Carolina 27703-8411
(Address of principal executive offices)
(919) 998-2000
Registrant’s telephone number, including area code
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 2.02. Results of Operations and Financial Condition
On March 3, 2006, Quintiles Transnational Corp. (the “Company”) and Pharma Services Intermediate Holding Corp. (“Holding”) commenced a cash tender offer to purchase any and all of the Company’s outstanding $450 million aggregate principal amount 10% senior subordinated notes due 2013 and any and all of Holding’s outstanding $219 aggregate principal amount at maturity 11.5% senior discount notes due 2014. In connection with the cash tender offer, the Company and Holding each are soliciting consents to amend the indentures under which the respective notes were issued to eliminate or make less restrictive most of the restrictive covenants contained in the indentures and amend certain related provisions. The tender offer is subject to certain conditions, including, without limitation, the Company having borrowed funds sufficient to purchase the notes tendered and pay the related consent payments and fees and expenses in connection with the tender offer. The Company is pursuing plans to borrow up to $1.47 billion under new credit facility arrangements, which would include a $250 million first lien revolving credit facility due 2012, a $900 million first lien term loan B due 2013 and a $320 million second lien term loan C due 2014. Proceeds from these borrowings would be used, together with available cash, to fund these payments and satisfy this condition to the tender offer, as well as to eliminate the outstanding preferred stock of Pharma Services Holding, Inc., the parent of the Company and Holding. The tender offer and the refinancing are subject to certain conditions, rights of the withdrawal and other terms which could result in the Company not completing the refinancing or tender offer.
The Company issued a press release on March 3, 2006 announcing the commencement of the tender offer and consent solicitation and on March 6, 2006 announcing the commencement of the refinancing. Copies of these press releases are attached to this report as Exhibits 99.01 and 99.02, respectively, and incorporated by reference herein.
In connection with the refinancing transaction, the Company is making certain information available to potential lenders, primarily with respect to the combined results of its Product Development and Commercialization reporting segments, which together are referred to as Services, including the following financial information furnished in this report:
| • | | Services, carve-out statements of operations, balance sheets and statements of cash flows for the years ended December 31, 2003 and 2004 and the twelve months ended September 30, 2005, or Services Carve-Out Financial Statements. |
|
| • | | Services net revenue and operational earnings before interest expense (income), income taxes and depreciation and amortization (“Operational EBITDA”) for the years ended December 31, 2003 and 2004 and the twelve months ended September 30, 2005 and 2004, or Services Net Revenue and Operational EBITDA. |
|
| • | | Quarterly Services net revenue, operational EBITDA, Contribution, Selling, General and Administrative (“SG&A”) Expenses and Days Sales Outstanding (“DSO”) by quarter for 2003, 2004 and 2005. |
|
| • | | Services net revenue by geography and line of business for the years ended December 31, 2003 and 2004 and the nine months ended September 30, 2005, or Services Net Revenue by Geography and Line of Business. |
2
| • | | Half year consolidated backlog and net new business wins as of December 31, 2002, 2003, 2004 and 2005, including Commercial Services backlog specifically associated with the Company’s Cymbalta® contract, or Backlog and Net New Business Wins. |
Information in this report contains “forward-looking statements.” These statements involve risks and uncertainties that could cause actual results to differ materially, including, without limitation, the possibility that the Company may not be able to secure financing under one or more credit facilities on terms acceptable to the Company prior to the expiration of the tender offer or otherwise obtain funds sufficient to purchase the notes tendered and pay the related consent payments and fees and expenses in connection therewith. Additional factors that could cause actual results to differ materially are discussed in the Company’s recent filings with the Securities and Exchange Commission, including but not limited to its Annual Report on Form 10-K, its Form 8-Ks and its other periodic reports, including Form 10-Qs. Any forward-looking statements are as of the date hereof, and the Company has no duty to update them if its views later change.
Services Carve-Out Financial Statements
The carve-out financial statements presented below show the results of the Company’s Product Development and Commercialization segments, on a combined basis, separately from the Company’s consolidated results. In the carve-out financial statement presentations below, CR&R stands for Commercial Rights & Royalties, which represents the Company’s PharmBio Development reporting unit. The combination of the Product Development and Commercialization segments as “Services” is not in accordance with generally accepted accounting principles in the United States (“GAAP”). However, such information is considered important information by potential lenders and therefore has been provided in this format.
The Company has restated the financial statements presented in this report to reflect the results of certain disposed businesses as discontinued operations. These changes are summarized below.
In December 2005, the Company completed the sale of its Pharmaplan Business, or Pharmaplan, to Opus Ventures, for approximately $1.3 million in cash. The results of operations, assets and liabilities of Pharmaplan have been reported separately as a discontinued operation. All periods presented herein have been restated to reflect Pharmaplan as a discontinued operation.
In September 2005, the Company completed the sale of its Early Development and Packaging Business, or EDP Business, to Aptuit Inc., or Aptuit, for approximately $124 million in cash. The results of operations, assets and liabilities of the EDP Business have been reported separately as a discontinued operation. All periods presented herein have been restated to reflect the EDP Business as a discontinued operation.
In August 2004, the Company completed the sale of certain assets representing its Bioglan Pharmaceuticals business, or Bioglan, to Bradley Pharmaceuticals, Inc., or Bradley, for approximately $188.3 million including approximately $5.3 million of direct costs for transferred inventory. The results of operations, assets and liabilities of the Bioglan business have been reported separately as a discontinued operation. All periods presented herein have been restated to reflect the Bioglan business as a discontinued operation.
3
TWELVE MONTHS ENDED SEPTEMBER 30, 2005
CARVE-OUT STATEMENT OF OPERATIONS — UNAUDITED
(in thousands)
| | | | | | | | | | | | | | | | |
| | | | | | Subtract | | | Adjust | | | | |
| | Consolidated | | | CR&R | | | Intercompany | | | Services | |
Net revenues | | $ | 1,850,179 | | | $ | 102,053 | | | $ | (100,068 | ) | | $ | 1,848,194 | |
Add: reimbursed service costs | | | 477,075 | | | | — | | | | (7,056 | ) | | | 484,131 | |
| | | | | | | | | | | | |
Gross revenues | | | 2,327,254 | | | | 102,053 | | | | (107,124 | ) | | | 2,332,325 | |
| | | | | | | | | | | | | | | | |
Costs, expenses and other: | | | | | | | | | | | | | | | | |
Costs of revenues | | | 1,669,736 | | | | 180,987 | | | | (107,124 | ) | | | 1,595,873 | |
Selling, general and administrative | | | 580,239 | | | | — | | | | — | | | | 580,239 | |
Interest income | | | (12,848 | ) | | | (4,436 | ) | | | — | | | | (8,412 | ) |
Interest expense | | | 69,138 | | | | 516 | | | | — | | | | 68,622 | |
Other (income), net | | | (2,169 | ) | | | (356 | ) | | | — | | | | (1,813 | ) |
Restructuring | | | 28,247 | | | | — | | | | — | | | | 28,247 | |
Impairments | | | 7,678 | | | | — | | | | — | | | | 7,678 | |
Transaction expenses, net | | | (2,666 | ) | | | — | | | | — | | | | (2,666 | ) |
| | | | | | | | | | | | |
| | | 2,337,355 | | | | 176,711 | | | | (107,124 | ) | | | 2,267,768 | |
| | | | | | | | | | | | | | | | |
(Loss) income before income taxes | | | (10,101 | ) | | | (74,658 | ) | | | — | | | | 64,557 | |
Income tax (benefit) | | | (43,469 | ) | | | (26,131 | ) | | | — | | | | (17,338 | ) |
Income (loss) before equity in (losses) earnings of unconsolidated affiliates and minority interests | | | 33,368 | | | | (48,527 | ) | | | — | | | | 81,895 | |
Equity in (losses) earnings of unconsolidated affiliates | | | (1,137 | ) | | | — | | | | — | | | | (1,137 | ) |
Minority interests | | | (3,153 | ) | | | — | | | | — | | | | (3,153 | ) |
| | | | | | | | | | | | |
Income (loss) from continuing operations | | | 29,078 | | | | (48,527 | ) | | | — | | | | 77,605 | |
(Loss) income from discontinued operations, net of income taxes | | | (30,541 | ) | | | 801 | | | | — | | | | (31,342 | ) |
(Loss) gain from sale of discontinued operations, net of income taxes | | | (3,989 | ) | | | 620 | | | | — | | | | (4,609 | ) |
| | | | | | | | | | | | |
Net (loss) income | | $ | (5,452 | ) | | $ | (47,106 | ) | | $ | — | | | $ | 41,654 | |
| | | | | | | | | | | | |
4
SEPTEMBER 30, 2005
CARVE-OUT BALANCE SHEET — UNAUDITED
(in thousands)
| | | | | | | | | | | | |
| | | | | | Subtract | | | | |
| | Consolidated | | | CR&R | | | Services | |
Assets | | | | | | | | | | | | |
Current assets: | | | | | | | | | | | | |
Cash and cash equivalents | | $ | 479,203 | | | $ | — | | | $ | 479,203 | |
Trade accounts receivable and unbilled services, net | | | 336,538 | | | | 8,404 | | | | 328,134 | |
Investments in debt securities | | | 588 | | | | — | | | | 588 | |
Prepaid expenses | | | 20,027 | | | | 3 | | | | 20,024 | |
Other current assets and receivables | | | 62,291 | | | | 1,542 | | | | 60,749 | |
Assets of discontinued operations | | | 4,853 | | | | 4,853 | | | | — | |
| | | | | | | | | |
| | | | | | | | | | | | |
Total current assets | | | 903,500 | | | | 14,802 | | | | 888,698 | |
| | | | | | | | | | | | |
Property and equipment: | | | | | | | | | | | | |
Land, buildings and leasehold improvements | | | 50,057 | | | | — | | | | 50,057 | |
Equipment | | | 65,058 | | | | 63 | | | | 64,995 | |
Furniture and fixtures | | | 21,153 | | | | — | | | | 21,153 | |
Motor vehicles | | | 39,188 | | | | — | | | | 39,188 | |
| | | | | | | | | |
| | | 175,456 | | | | 63 | | | | 175,393 | |
Less accumulated depreciation | | | (69,899 | ) | | | (5 | ) | | | (69,894 | ) |
| | | | | | | | | |
| | | 105,557 | | | | 58 | | | | 105,499 | |
| | | | | | | | | | | | |
Intangibles and other assets: | | | | | | | | | | | | |
Investments in debt securities | | | 12,869 | | | | — | | | | 12,869 | |
Investments in marketable equity securities | | | 33,450 | | | | 33,450 | | | | — | |
Investments in non-marketable equity securities and loans | | | 52,985 | | | | 52,185 | | | | 800 | |
Investments in unconsolidated affiliates | | | 125,692 | | | | — | | | | 125,692 | |
Commercial rights and royalties | | | 122,961 | | | | 122,961 | | | | — | |
Accounts receivable — unbilled | | | 38,734 | | | | 38,734 | | | | — | |
Goodwill | | | 87,230 | | | | 508 | | | | 86,722 | |
Other identifiable intangibles, net | | | 227,204 | | | | 3,492 | | | | 223,712 | |
Deferred income taxes | | | 69,399 | | | | — | | | | 69,399 | |
Deposits and other assets | | | 37,898 | | | | 2,909 | | | | 34,989 | |
| | | | | | | | | |
| | | 808,422 | | | | 254,239 | | | | 554,183 | |
| | | | | | | | | |
| | | | | | | | | | | | |
Total assets | | $ | 1,817,479 | | | $ | 269,099 | | | $ | 1,548,380 | |
| | | | | | | | | |
5
SEPTEMBER 30, 2005
CARVE-OUT BALANCE SHEET — UNAUDITED (Continued)
(in thousands)
| | | | | | | | | | | | |
| | | | | | Subtract | | | | |
| | Consolidated | | | CR&R | | | Services | |
Liabilities, Shareholders’ Equity and Intercompany | | | | | | | | | | | | |
Current liabilities: | | | | | | | | | | | | |
Accounts payable | | $ | 50,952 | | | $ | 4,083 | | | $ | 46,869 | |
Accrued expenses | | | 268,784 | | | | 1,401 | | | | 267,383 | |
Unearned income | | | 206,742 | | | | 545 | | | | 206,197 | |
Income taxes payable | | | 9,370 | | | | — | | | | 9,370 | |
Current portion of obligations held under capital leases | | | 13,736 | | | | — | | | | 13,736 | |
Current portion of long-term debt | | | 5,022 | | | | — | | | | 5,022 | |
Other current liabilities | | | 10,240 | | | | — | | | | 10,240 | |
Liabilities of discontinued operations | | | 2,947 | | | | 2,947 | | | | — | |
| | | | | | | | | |
Total current liabilities | | | 567,793 | | | | 8,976 | | | | 558,817 | |
| | | | | | | | | | | | |
Long-term liabilities: | | | | | | | | | | | | |
Obligations held under capital leases, less current portion | | | 13,121 | | | | — | | | | 13,121 | |
Long-term debt, less current portion | | | 604,280 | | | | — | | | | 604,280 | |
Minority interest | | | 36,031 | | | | — | | | | 36,031 | |
Unearned income | | | 37,202 | | | | 37,202 | | | | — | |
Other liabilities | | | 15,825 | | | | 1,002 | | | | 14,823 | |
| | | | | | | | | |
| | | 706,459 | | | | 38,204 | | | | 668,255 | |
| | | | | | | | | |
Total liabilities | | | 1,274,252 | | | | 47,180 | | | | 1,227,072 | |
| | | | | | | | | | | | |
Shareholders’ equity and intercompany: | | | | | | | | | | | | |
Total shareholders’ equity and intercompany | | | 543,227 | | | | 221,919 | | | | 321,308 | |
| | | | | | | | | |
Total liabilities, shareholders’ equity and intercompany | | $ | 1,817,479 | | | $ | 269,099 | | | $ | 1,548,380 | |
| | | | | | | | | |
6
TWELVE MONTHS ENDED SEPTEMBER 30, 2005
CARVE-OUT STATEMENT OF CASH FLOWS — UNAUDITED
(in thousands)
| | | | | | | | | | | | |
| | | | | | Subtract | | | | |
| | Consolidated | | | CR&R | | | Services | |
Operating activities: | | | | | | | | | | | | |
Net (loss) income | | $ | (5,452 | ) | | $ | (47,106 | ) | | $ | 41,654 | |
Loss (income) from discontinued operations, net of income taxes | | | 30,541 | | | | (801 | ) | | | 31,342 | |
Loss (gain) from sale of discontinued operations, net of income taxes | | | 3,989 | | | | (620 | ) | | | 4,609 | |
| | | | | | | | | |
Income (loss) from continuing operations | | | 29,078 | | | | (48,527 | ) | | | 77,605 | |
| | | | | | | | | | | | |
Adjustments to reconcile income (loss) from continuing operations to net cash provided by operating activities: | | | | | | | | | | | | |
Depreciation and amortization | | | 105,703 | | | | 5,077 | | | | 100,626 | |
Amortization expense of debt issuance costs | | | 6,801 | | | | — | | | | 6,801 | |
Amortization of commercial rights and royalties assets | | | 18,908 | | | | 18,908 | | | | — | |
Restructuring (payments) accrual and write-off of other assets, net | | | 6,002 | | | | — | | | | 6,002 | |
Impairment of long-lived assets | | | 6,633 | | | | — | | | | 6,633 | |
Loss on sale of property and equipment, net | | | 811 | | | | 63 | | | | 748 | |
Loss on investments, net | | | 4,604 | | | | 4,604 | | | | — | |
Provision for deferred income taxes | | | (46,619 | ) | | | — | | | | (46,619 | ) |
Change in operating assets and liabilities: | | | | | | | | | | | | |
Accounts receivable and unbilled services | | | (96,486 | ) | | | (1,561 | ) | | | (94,925 | ) |
Prepaid expenses and other assets | | | 35,841 | | | | 40,010 | | | | (4,169 | ) |
Accounts payable and accrued expenses | | | 26,697 | | | | (3,966 | ) | | | 30,663 | |
Unearned income | | | 36,603 | | | | 4,782 | | | | 31,821 | |
Income taxes payable and other liabilities | | | (39,990 | ) | | | 1,011 | | | | (41,001 | ) |
Other | | | 3,428 | | | | 81 | | | | 3,347 | |
| | | | | | | | | |
Net cash provided by continuing operations | | | 98,014 | | | | 20,482 | | | | 77,532 | |
Net cash provided by discontinued operations | | | 17,178 | | | | 57 | | | | 17,121 | |
| | | | | | | | | |
Net cash provided by operating activities | | | 115,192 | | | | 20,539 | | | | 94,653 | |
7
TWELVE MONTHS ENDED SEPTEMBER 30, 2005
CARVE-OUT STATEMENT OF CASH FLOWS — UNAUDITED (Continued)
(in thousands)
| | | | | | | | | | | | |
| | | | | | Subtract | | | | |
| | Consolidated | | | CR&R | | | Services | |
Investing activities: | | | | | | | | | | | | |
Acquisition of property, equipment and software | | | (37,302 | ) | | | (63 | ) | | | (37,239 | ) |
Payment of transaction costs in Transaction | | | (5,830 | ) | | | — | | | | (5,830 | ) |
Acquisition of businesses, net of cash acquired | | | (14,011 | ) | | | (7,635 | ) | | | (6,376 | ) |
Acquisition of commercial rights and royalties | | | (60,944 | ) | | | (60,944 | ) | | | — | |
Proceeds from disposal of discontinued operations | | | 124,000 | | | | — | | | | 124,000 | |
Expenses of disposal of discontinued operations | | | (11,405 | ) | | | — | | | | (11,405 | ) |
Proceeds from disposition of property and equipment | | | 6,601 | | | | — | | | | 6,601 | |
Maturities of held-to-maturity investments | | | 710 | | | | — | | | | 710 | |
Purchase of available-for-sale investments | | | (1,491 | ) | | | — | | | | (1,491 | ) |
Proceeds from sale of available-for-sale investments | | | 66 | | | | — | | | | 66 | |
Purchase of equity securities | | | (15,534 | ) | | | (15,534 | ) | | | — | |
Proceeds from sale of equity securities | | | 18,801 | | | | 18,801 | | | | — | |
Proceeds from other investments | | | 718 | | | | 718 | | | | — | |
Purchases of other investments | | | (3,163 | ) | | | (3,163 | ) | | | — | |
Other | | | 59 | | | | (487 | ) | | | 546 | |
| | | | | | | | | |
Net cash provided by (used in) continuing operations | | | 1,275 | | | | (68,307 | ) | | | 69,582 | |
Net cash (used in) provided by discontinued operations | | | (13,209 | ) | | | (54 | ) | | | (13,155 | ) |
| | | | | | | | | |
Net cash (used in) provided by investing activities | | | (11,934 | ) | | | (68,361 | ) | | | 56,427 | |
| | | | | | | | | | | | |
Financing activities: | | | | | | | | | | | | |
Repayment of debt | | | (158,284 | ) | | | — | | | | (158,284 | ) |
Principal payments on capital lease obligations | | | (14,202 | ) | | | — | | | | (14,202 | ) |
Intercompany with parent companies | | | (860 | ) | | | — | | | | (860 | ) |
Intercompany | | | — | | | | 47,485 | | | | (47,485 | ) |
| | | | | | | | | |
Net cash (used in) provided by continuing operations | | | (173,346 | ) | | | 47,485 | | | | (220,831 | ) |
Net cash (used in) discontinued operations | | | (18 | ) | | | 0 | | | | (18 | ) |
| | | | | | | | | |
Net cash (used in) provided by financing activities | | | (173,364 | ) | | | 47,485 | | | | (220,849 | ) |
Effect of foreign currency exchange rate changes on cash | | | 921 | | | | (2 | ) | | | 923 | |
| | | | | | | | | |
(Decrease) in cash and cash equivalents | | | (69,185 | ) | | | (339 | ) | | | (68,846 | ) |
Consolidated cash and cash equivalents at beginning of period | | | 548,684 | | | | 635 | | | | 548,049 | |
| | | | | | | | | |
Consolidated cash and cash equivalents at end of period | | $ | 479,499 | | | $ | 296 | | | $ | 479,203 | |
| | | | | | | | | |
Cash and cash equivalents of discontinued operations | | $ | 296 | | | $ | 296 | | | $ | — | |
Cash and cash equivalents of continuing operations | | $ | 479,203 | | | $ | — | | | $ | 479,203 | |
8
DECEMBER 31, 2004
CARVE-OUT STATEMENT OF OPERATIONS — UNAUDITED
(in thousands)
| | | | | | | | | | | | | | | | |
| | | | | | Subtract | | | Adjust | | | | |
| | Consolidated | | | CR&R | | | Intercompany | | | Services | |
Net revenues | | $ | 1,604,977 | | | $ | 41,805 | | | $ | (65,688 | ) | | $ | 1,628,860 | |
Add: reimbursed service costs | | | 351,277 | | | | — | | | | (6,289 | ) | | | 357,566 | |
| | | | | | | | | | | | |
Gross revenues | | | 1,956,254 | | | | 41,805 | | | | (71,977 | ) | | | 1,986,426 | |
| | | | | | | | | | | | | | | | |
Costs, expenses and other: | | | | | | | | | | | | | | | | |
Costs of revenues | | | 1,411,874 | | | | 128,566 | | | | (71,977 | ) | | | 1,355,285 | |
Selling, general and administrative | | | 582,244 | | | | — | | | | — | | | | 582,244 | |
Interest income | | | (11,280 | ) | | | (4,102 | ) | | | — | | | | (7,178 | ) |
Interest expense | | | 69,896 | | | | 765 | | | | — | | | | 69,131 | |
Other (income), net | | | (5,626 | ) | | | 44 | | | | — | | | | (5,670 | ) |
Restructuring | | | 5,682 | | | | — | | | | — | | | | 5,682 | |
Impairments | | | 1,045 | | | | — | | | | — | | | | 1,045 | |
Gain on sale of portion of an investment in a subsidiary | | | (24,688 | ) | | | — | | | | — | | | | (24,688 | ) |
Non-operating gain on change of interest transaction | | | (10,030 | ) | | | — | | | | — | | | | (10,030 | ) |
| | | | | | | | | | | | |
| | | 2,019,117 | | | | 125,273 | | | | (71,977 | ) | | | 1,965,821 | |
| | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Income (loss) before income taxes | | | (62,863 | ) | | | (83,468 | ) | | | — | | | | 20,605 | |
Income tax (benefit) | | | (2,966 | ) | | | (29,214 | ) | | | — | | | | 26,248 | |
| | | | | | | | | | | | |
Income (loss) before equity in (losses) earnings of unconsolidated affiliates and minority interests | | | (59,897 | ) | | | (54,254 | ) | | | — | | | | (5,643 | ) |
Equity in (losses) earnings of unconsolidated affiliates | | | (149 | ) | | | — | | | | — | | | | (149 | ) |
Minority interests | | | (1,095 | ) | | | — | | | | — | | | | (1,095 | ) |
| | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Income (loss) from continuing operations | | | (61,141 | ) | | | (54,254 | ) | | | — | | | | (6,887 | ) |
| | | | | | | | | | | | | | | | |
(Loss) income from discontinued operations, net of income taxes | | | 7,762 | | | | 10,385 | | | | — | | | | (2,623 | ) |
| | | | | | | | | | | | | | | | |
(Loss) gain from sale of discontinued operations, net of income taxes | | | 54,422 | | | | 54,422 | | | | — | | | | — | |
| | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Net (loss) income | | $ | 1,043 | | | $ | 10,553 | | | $ | — | | | $ | (9,510 | ) |
| | | | | | | | | | | | |
9
DECEMBER 31, 2004
CARVE-OUT BALANCE SHEET — UNAUDITED
(in thousands)
| | | | | | | | | | | | |
| | | | | | Subtract | | | | |
| | Consolidated | | | CR&R | | | Services | |
Assets | | | | | | | | | | | | |
Current assets: | | | | | | | | | | | | |
Cash and cash equivalents | | $ | 534,453 | | | $ | — | | | $ | 534,453 | |
Trade accounts receivable and unbilled services, net | | | 262,231 | | | | 9,238 | | | | 252,993 | |
Investments in debt securities | | | 569 | | | | — | | | | 569 | |
Prepaid expenses | | | 19,141 | | | | — | | | | 19,141 | |
Deferred income taxes | | | 28,626 | | | | — | | | | 28,626 | |
Other current assets and receivables | | | 22,863 | | | | 725 | | | | 22,138 | |
Assets of discontinued operations | | | 228,419 | | | | 4,729 | | | | 223,690 | |
| | | | | | | | | |
| | | | | | | | | | | | |
Total current assets | | | 1,096,302 | | | | 14,692 | | | | 1,081,610 | |
| | | | | | | | | | | | |
Property and equipment: | | | | | | | | | | | | |
Land, buildings and leasehold improvements | | | 51,654 | | | | — | | | | 51,654 | |
Equipment | | | 57,617 | | | | — | | | | 57,617 | |
Furniture and fixtures | | | 21,524 | | | | — | | | | 21,524 | |
Motor vehicles | | | 39,155 | | | | — | | | | 39,155 | |
| | | | | | | | | |
| | | 169,950 | | | | — | | | | 169,950 | |
Less accumulated depreciation | | | (49,072 | ) | | | — | | | | (49,072 | ) |
| | | | | | | | | |
| | | 120,878 | | | | — | | | | 120,878 | |
| | | | | | | | | | | | |
Intangibles and other assets: | | | | | | | | | | | | |
Investments in debt securities | | | 11,552 | | | | — | | | | 11,552 | |
Investments in marketable equity securities | | | 24,425 | | | | 24,425 | | | | — | |
Investments in non-marketable equity securities and loans | | | 56,441 | | | | 55,690 | | | | 751 | |
Investments in unconsolidated affiliates | | | 120,984 | | | | — | | | | 120,984 | |
Commercial rights and royalties | | | 138,543 | | | | 138,543 | | | | — | |
Accounts receivable — unbilled | | | 46,669 | | | | 46,669 | | | | — | |
Goodwill | | | 96,602 | | | | 508 | | | | 96,094 | |
Other identifiable intangibles, net | | | 270,651 | | | | 8,882 | | | | 261,769 | |
Deferred income taxes | | | 13,653 | | | | — | | | | 13,653 | |
Deposits and other assets | | | 48,922 | | | | 5,499 | | | | 43,423 | |
| | | | | | | | | |
| | | 828,442 | | | | 280,216 | | | | 548,226 | |
| | | | | | | | | |
| | | | | | | | | | | | |
Total assets | | $ | 2,045,622 | | | $ | 294,908 | | | $ | 1,750,714 | |
| | | | | | | | | |
10
DECEMBER 31, 2004
CARVE-OUT BALANCE SHEET — UNAUDITED (Continued)
(in thousands)
| | | | | | | | | | | | |
| | | | | | Subtract | | | | |
| | Consolidated | | | CR&R | | | Services | |
Liabilities, Shareholders’ Equity and Intercompany | | | | | | | | | | | | |
Current liabilities: | | | | | | | | | | | | |
Accounts payable | | $ | 66,444 | | | $ | 3,306 | | | $ | 63,138 | |
Accrued expenses | | | 265,048 | | | | 27,719 | | | | 237,329 | |
Unearned income | | | 190,150 | | | | — | | | | 190,150 | |
Income taxes payable | | | 35,061 | | | | — | | | | 35,061 | |
Current portion of obligations held under capital leases | | | 14,888 | | | | — | | | | 14,888 | |
Current portion of long-term debt | | | 5,431 | | | | — | | | | 5,431 | |
Other current liabilities | | | 6,911 | | | | — | | | | 6,911 | |
Liabilities of discontinued operations | | | 32,771 | | | | 4,074 | | | | 28,697 | |
| | | | | | | | | |
Total current liabilities | | | 616,704 | | | | 35,099 | | | | 581,605 | |
| | | | | | | | | | | | |
Long-term liabilities: | | | | | | | | | | | | |
Obligations held under capital leases, less current portion | | | 16,452 | | | | — | | | | 16,452 | |
Long-term debt, less current portion | | | 758,110 | | | | — | | | | 758,110 | |
Deferred income taxes | | | 29,516 | | | | | | | | 29,516 | |
Minority interest | | | 36,848 | | | | — | | | | 36,848 | |
Other liabilities | | | 19,901 | | | | — | | | | 19,901 | |
| | | | | | | | | |
| | | 860,827 | | | | — | | | | 860,827 | |
| | | | | | | | | |
Total liabilities | | | 1,477,531 | | | | 35,099 | | | | 1,442,432 | |
| | | | | | | | | | | | |
Shareholders’ equity and intercompany: | | | | | | | | | | | | |
Total shareholders’ equity and intercompany | | | 568,091 | | | | 259,809 | | | | 308,282 | |
| | | | | | | | | |
Total liabilities, shareholders’ equity and intercompany | | $ | 2,045,622 | | | $ | 294,908 | | | $ | 1,750,714 | |
| | | | | | | | | |
11
DECEMBER 31, 2004
CARVE-OUT STATEMENT OF CASH FLOWS — UNAUDITED
(in thousands)
| | | | | | | | | | | | |
| | | | | | Subtract | | | | |
| | Consolidated | | | CR&R | | | Services | |
Operating activities: | | | | | | | | | | | | |
Net income (loss) | | $ | 1,043 | | | $ | 10,553 | | | $ | (9,510 | ) |
(Income) loss from discontinued operations, net of income taxes | | | (7,762 | ) | | | (10,385 | ) | | | 2,623 | |
(Gain) from sale of discontinued operations, net of income taxes | | | (54,422 | ) | | | (54,422 | ) | | | — | |
| | | | | | | | | |
(Loss) income from continuing operations | | | (61,141 | ) | | | (54,254 | ) | | | (6,887 | ) |
| | | | | | | | | | | | |
Adjustments to reconcile income (loss) from continuing operations to net cash (used in) provided by operating activities: | | | | | | | | | | | | |
Depreciation and amortization | | | 110,449 | | | | 3,412 | | | | 107,037 | |
Amortization expense of debt issuance costs | | | 3,565 | | | | — | | | | 3,565 | |
Amortization of commercial rights and royalties assets | | | 16,985 | | | | 16,985 | | | | — | |
Restructuring (payments) accrual and write-off of other assets, net | | | (3,351 | ) | | | — | | | | (3,351 | ) |
Impairment of long-lived assets | | | — | | | | — | | | | — | |
Loss on sale of property and equipment, net | | | (7,186 | ) | | | — | | | | (7,186 | ) |
Gain from sale of certain assets | | | (5,967 | ) | | | — | | | | (5,967 | ) |
Gain from sale of a portion of an investment in a subsidiary | | | (24,688 | ) | | | — | | | | (24,688 | ) |
Non-operating gain on change of interest transaction | | | (10,030 | ) | | | — | | | | (10,030 | ) |
Loss on investments, net | | | 8,956 | | | | 8,956 | | | | — | |
Provision for deferred income taxes | | | 10,652 | | | | — | | | | 10,652 | |
Change in operating assets and liabilities: | | | | | | | | | | | | |
Accounts receivable and unbilled services | | | (52,291 | ) | | | 2,178 | | | | (54,469 | ) |
Prepaid expenses and other assets | | | (20,098 | ) | | | (20,406 | ) | | | 308 | |
Accounts payable and accrued expenses | | | 35,570 | | | | 1,885 | | | | 33,685 | |
Unearned income | | | 5,893 | | | | (5,751 | ) | | | 11,644 | |
Income taxes payable and other liabilities | | | (26,481 | ) | | | (4,482 | ) | | | (21,999 | ) |
Other | | | 615 | | | | — | | | | 615 | |
| | | | | | | | | |
Net cash (used in) provided by continuing operations | | | (18,548 | ) | | | (51,477 | ) | | | 32,929 | |
Net cash provided by (used in) discontinued operations | | | 10,178 | | | | 10,867 | | | | (689 | ) |
| | | | | | | | | |
Net cash (used in) provided by operating activities | | | (8,370 | ) | | | (40,610 | ) | | | 32,240 | |
12
DECEMBER 31, 2004
CARVE-OUT STATEMENT OF CASH FLOWS — UNAUDITED (Continued)
(in thousands)
| | | | | | | | | | | | |
| | | | | | Subtract | | | | |
| | Consolidated | | | CR&R | | | Services | |
Investing activities: | | | | | | | | | | | | |
Acquisition of property, equipment and software | | | (41,459 | ) | | | — | | | | (41,459 | ) |
Payment of transaction costs in Transaction | | | (20,367 | ) | | | — | | | | (20,367 | ) |
Acquisition of businesses acquired, net of cash acquired | | | (2,299 | ) | | | — | | | | (2,299 | ) |
Acquisition of commercial rights and royalties | | | (53,000 | ) | | | (53,000 | ) | | | — | |
Proceeds from disposal of discontinued operations | | | 188,329 | | | | 188,329 | | | | — | |
Expenses of disposal of discontinued operations | | | (18,027 | ) | | | (18,027 | ) | | | — | |
Proceeds from sale of certain assets | | | 9,218 | | | | — | | | | 9,218 | |
Proceeds from sale of minority interest in subsidiary, net of expenses | | | 35,963 | | | | — | | | | 35,963 | |
Proceeds from disposition of property and equipment | | | 6,732 | | | | — | | | | 6,732 | |
Maturities of held-to-maturity investments | | | 693 | | | | — | | | | 693 | |
Purchase of available-for-sale investments | | | (1,042 | ) | | | — | | | | (1,042 | ) |
Purchase of equity securities | | | (13,070 | ) | | | (13,070 | ) | | | — | |
Proceeds from sale of equity securities | | | 39,982 | | | | 39,982 | | | | — | |
Purchase of other investments | | | (1,838 | ) | | | (1,838 | ) | | | — | |
Proceeds from other investments | | | 667 | | | | — | | | | 667 | |
Other | | | 250 | | | | 1 | | | | 249 | |
| | | | | | | | | |
Net cash provided by (used in) continuing operations | | | 130,732 | | | | 142,377 | | | | (11,645 | ) |
Net cash (used in) provided by discontinued operations | | | (8,877 | ) | | | (95 | ) | | | (8,782 | ) |
| | | | | | | | | |
Net cash (used in) provided by investing activities | | | 121,855 | | | | 142,282 | | | | (20,427 | ) |
| | | | | | | | | | | | |
Financing activities: | | | | | | | | | | | | |
Repayment of debt | | | (5,763 | ) | | | — | | | | (5,763 | ) |
Principal payments on capital lease obligations | | | (13,061 | ) | | | — | | | | (13,061 | ) |
Intercompany with parent companies | | | (985 | ) | | | — | | | | (985 | ) |
Proceeds from change in interest transaction | | | 41,773 | | | | — | | | | 41,773 | |
Intercompany | | | — | | | | (102,503 | ) | | | 102,503 | |
| | | | | | | | | |
Net cash (used in) provided by continuing operations | | | 21,964 | | | | (102,503 | ) | | | 124,467 | |
Net cash (used in) discontinued operations | | | (22 | ) | | | (10 | ) | | | (12 | ) |
| | | | | | | | | |
Net cash (used in) provided by financing activities | | | 21,942 | | | | (102,513 | ) | | | 124,455 | |
Effect of foreign currency exchange rate changes on cash | | | 25,091 | | | �� | 204 | | | | 24,887 | |
| | | | | | | | | |
(Increase) decrease in cash and cash equivalents | | | 160,518 | | | | (637 | ) | | | 161,155 | |
Consolidated cash and cash equivalents at beginning of period | | | 375,163 | | | | 1,865 | | | | 373,298 | |
| | | | | | | | | |
Consolidated cash and cash equivalents at end of period | | $ | 535,681 | | | $ | 1,228 | | | $ | 534,453 | |
| | | | | | | | | |
Cash and cash equivalents of discontinued operations | | $ | 1,228 | | | $ | 1,228 | | | $ | — | |
Cash and cash equivalents of continuing operations | | $ | 534,453 | | | $ | — | | | $ | 534,453 | |
13
DECEMBER 31, 2003
CARVE-OUT STATEMENT OF OPERATIONS — UNAUDITED
(in thousands)
| | | | | | | | | | | | | | | | |
| | | | | | Subtract | | | Adjust | | | | |
| | Consolidated | | | CR&R | | | Intercompany | | | Services | |
Net revenues | | $ | 1,472,637 | | | $ | 127,144 | | | $ | (40,235 | ) | | $ | 1,385,728 | |
Add: reimbursed service costs | | | 361,656 | | | | — | | | | — | | | | 361,656 | |
| | | | | | | | | | | | |
Gross revenues | | | 1,834,293 | | | | 127,144 | | | | (40,235 | ) | | | 1,747,384 | |
| | | | | | | | | | | | | | | | |
Costs, expenses and other: | | | | | | | | | | | | | | | | |
Costs of revenues | | | 1,228,390 | | | | 86,494 | | | | (40,235 | ) | | | 1,182,131 | |
Selling, general and administrative | | | 501,114 | | | | — | | | | — | | | | 501,114 | |
Interest income | | | (16,860 | ) | | | (4,526 | ) | | | — | | | | (12,334 | ) |
Interest expense | | | 22,368 | | | | 697 | | | | — | | | | 21,671 | |
Other (income) expense, net | | | (8,010 | ) | | | (5,281 | ) | | | — | | | | (2,729 | ) |
Restructuring | | | 4,765 | | | | — | | | | — | | | | 4,765 | |
Transaction expenses, net | | | 48,676 | | | | — | | | | — | | | | 48,676 | |
| | | | | | | | | | | | |
| | | 1,780,443 | | | | 77,384 | | | | (40,235 | ) | | | 1,743,294 | |
| | | | | | | | | | | | |
Income before income taxes | | | 53,850 | | | | 49,760 | | | | — | | | | 4,090 | |
Income tax expense | | | 38,337 | | | | 17,416 | | | | — | | | | 20,921 | |
| | | | | | | | | | | | |
Income (loss) before minority interests and equity in earnings of unconsolidated affiliates | | | 15,513 | | | | 32,344 | | | | — | | | | (16,831 | ) |
Equity in (losses) earnings of unconsolidated affiliates | | | 5 | | | | — | | | | — | | | | 5 | |
Minority interests | | | 50 | | | | — | | | | — | | | | 50 | |
| | | | | | | | | | | | |
Income (loss) from continuing operations | | | 15,568 | | | | 32,344 | | | | — | | | | (16,776 | ) |
Income from discontinued operations, net of income taxes | | | 14,166 | | | | 9,590 | | | | — | | | | 4,576 | |
| | | | | | | | | | | | |
Net income (loss) | | $ | 29,734 | | | $ | 41,934 | | | $ | — | | | $ | (12,200 | ) |
| | | | | | | | | | | | |
14
DECEMBER 31, 2003
CARVE-OUT BALANCE SHEET — UNAUDITED
(in thousands)
| | | | | | | | | | | | |
| | | | | | Subtract | | | | |
| | Consolidated | | | CR&R | | | Services | |
Assets | | | | | | | | | | | | |
Current assets: | | | | | | | | | | | | |
Cash and cash equivalents | | $ | 373,298 | | | $ | — | | | $ | 373,298 | |
Restricted cash | | | — | | | | — | | | | — | |
Trade accounts receivable and unbilled services, net | | | 197,805 | | | | 10,687 | | | | 187,118 | |
Investments in debt securities | | | 611 | | | | — | | | | 611 | |
Prepaid expenses | | | 19,329 | | | | — | | | | 19,329 | |
Deferred income taxes | | | 24,105 | | | | — | | | | 24,105 | |
Other current assets and receivables | | | 24,315 | | | | 1,601 | | | | 22,714 | |
Assets of discontinued operations | | | 322,899 | | | | 91,168 | | | | 231,731 | |
| | | | | | | | | |
| | | | | | | | | | | | |
Total current assets | | | 962,362 | | | | 103,456 | | | | 858,906 | |
| | | | | | �� | | | | | | |
Property and equipment: | | | | | | | | | | | | |
Land, buildings and leasehold improvements | | | 44,665 | | | | — | | | | 44,665 | |
Equipment | | | 37,011 | | | | — | | | | 37,011 | |
Furniture and fixtures | | | 17,659 | | | | — | | | | 17,659 | |
Motor vehicles | | | 25,274 | | | | — | | | | 25,274 | |
| | | | | | | | | |
| | | 124,609 | | | | — | | | | 124,609 | |
Less accumulated depreciation | | | (16,332 | ) | | | — | | | | (16,332 | ) |
| | | | | | | | | |
| | | 108,277 | | | | — | | | | 108,277 | |
| | | | | | | | | | | | |
Intangibles and other assets: | | | | | | | | | | | | |
Investments in debt securities | | | 10,426 | | | | — | | | | 10,426 | |
Investments in marketable equity securities | | | 58,294 | | | | 58,294 | | | | — | |
Investments in non-marketable equity securities and loans | | | 48,556 | | | | 47,208 | | | | 1,348 | |
Investments in unconsolidated affiliates | | | 121,176 | | | | — | | | | 121,176 | |
Commercial rights and royalties | | | 12,529 | | | | 12,529 | | | | — | |
Advances to customer | | | 70,000 | | | | 70,000 | | | | — | |
Accounts receivable — unbilled | | | 40,107 | | | | 40,107 | | | | — | |
Goodwill | | | 160,849 | | | | 1,741 | | | | 159,108 | |
Other identifiable intangibles, net | | | 331,309 | | | | 13,328 | | | | 317,981 | |
Deferred income taxes | | | 4,093 | | | | — | | | | 4,093 | |
Deposits and other assets | | | 51,784 | | | | 6,810 | | | | 44,974 | |
| | | | | | | | | |
| | | 909,123 | | | | 250,017 | | | | 659,106 | |
| | | | | | | | | |
| | | | | | | | | | | | |
Total assets | | $ | 1,979,762 | | | $ | 353,473 | | | $ | 1,626,289 | |
| | | | | | | | | |
15
December 31, 2003
CARVE-OUT BALANCE SHEET — UNAUDITED (Continued)
(in thousands)
| | | | | | | | | | | | |
| | | | | | Subtract | | | | |
| | Consolidated | | | CR&R | | | Services | |
Liabilities, Shareholders’ Equity and Intercompany | | | | | | | | | | | | |
Current liabilities: | | | | | | | | | | | | |
Accounts payable | | $ | 54,710 | | | $ | 2,422 | | | $ | 52,288 | |
Accrued expenses | | | 241,028 | | | | 6,237 | | | | 234,791 | |
Unearned income | | | 175,564 | | | | 337 | | | | 175,227 | |
Income taxes payable | | | 24,560 | | | | — | | | | 24,560 | |
Current portion of obligations held under capital leases | | | 15,087 | | | | — | | | | 15,087 | |
Current portion of long-term debt | | | 5,583 | | | | — | | | | 5,583 | |
Other current liabilities | | | 3,169 | | | | — | | | | 3,169 | |
Liabilities of discontinued operations | | | 54,529 | | | | 9,193 | | | | 45,336 | |
| | | | | | | | | |
Total current liabilities | | | 574,230 | | | | 18,189 | | | | 556,041 | |
| | | | | | | | | | | | |
Long-term liabilities: | | | | | | | | | | | | |
Obligations held under capital leases, less current portion | | | 10,230 | | | | — | | | | 10,230 | |
Long-term debt, less current portion | | | 760,101 | | | | — | | | | 760,101 | |
Deferred income taxes | | | 74,756 | | | | — | | | | 74,756 | |
Other liabilities | | | 25,347 | | | | 1,507 | | | | 23,840 | |
| | | | | | | | | |
| | | 870,434 | | | | 1,507 | | | | 868,927 | |
| | | | | | | | | |
Total liabilities | | | 1,444,664 | | | | 19,696 | | | | 1,424,968 | |
| | | | | | | | | | | | |
Shareholders’ equity and intercompany: | | | | | | | | | | | | |
Total shareholders’ equity and intercompany | | | 535,098 | | | | 333,777 | | | | 201,321 | |
| | | | | | | | | |
Total liabilities, shareholders’ equity and intercompany | | $ | 1,979,762 | | | $ | 353,473 | | | $ | 1,626,289 | |
| | | | | | | | | |
16
DECEMBER 31, 2003
CARVE-OUT STATEMENT OF CASH FLOWS — UNAUDITED
(in thousands)
| | | | | | | | | | | | |
| | | | | | Subtract | | | | |
| | Consolidated | | | CR&R | | | Services | |
Operating activities: | | | | | | | | | | | | |
Net income (loss) | | $ | 29,734 | | | $ | 41,934 | | | $ | (12,200 | ) |
(Income) from discontinued operations, net of income taxes | | | (14,166 | ) | | | (9,590 | ) | | | (4,576 | ) |
| | | | | | | | | |
Income (loss) from continuing operations | | | 15,568 | | | | 32,344 | | | | (16,776 | ) |
| | | | | | | | | | | | |
Adjustments to reconcile income (loss) from continuing operations to net cash provided by operating activities: | | | | | | | | | | | | |
Depreciation and amortization | | | 81,124 | | | | 3,162 | | | | 77,962 | |
Amortization expense of debt issuance costs | | | 878 | | | | — | | | | 878 | |
Amortization of commercial rights and royalties assets | | | 3,508 | | | | 3,508 | | | | — | |
Restructuring (payments) accrual and write-off of other assets, net | | | (2,366 | ) | | | — | | | | (2,366 | ) |
Transaction costs | | | 44,057 | | | | — | | | | 44,057 | |
Gain on sale of property and equipment, net | | | (536 | ) | | | — | | | | (536 | ) |
(Gain) loss on investments, net | | | (31,037 | ) | | | (31,658 | ) | | | 621 | |
Provision for deferred income taxes | | | 16,721 | | | | — | | | | 16,721 | |
Change in operating assets and liabilities: | | | | | | | | | | | | |
Accounts receivable and unbilled services | | | 137,468 | | | | (3,884 | ) | | | 141,352 | |
Prepaid expenses and other assets | | | 57,524 | | | | 23,521 | | | | 34,003 | |
Accounts payable and accrued expenses | | | 2,128 | | | | (836 | ) | | | 2,964 | |
Unearned income | | | (68,317 | ) | | | 286 | | | | (68,603 | ) |
Income taxes payable and other liabilities | | | (13,069 | ) | | | (3,040 | ) | | | (10,029 | ) |
Other | | | 118 | | | | (485 | ) | | | 603 | |
| | | | | | | | | |
Net cash provided by continuing operations | | | 243,769 | | | | 22,918 | | | | 220,851 | |
Net cash provided by discontinued operations | | | 31,715 | | | | 14,602 | | | | 17,113 | |
| | | | | | | | | |
Net cash provided by operating activities | | | 275,484 | | | | 37,520 | | | | 237,964 | |
17
DECEMBER 31, 2003
CARVE-OUT STATEMENT OF CASH FLOWS — UNAUDITED (Continued)
(in thousands)
| | | | | | | | | | | | |
| | | | | | Subtract | | | | |
| | Consolidated | | | CR&R | | | Services | |
Investing activities: | | | | | | | | | | | | |
Acquisition of property, equipment and software | | | (38,783 | ) | | | — | | | | (38,783 | ) |
Repurchase of common stock in Transaction | | | (1,617,567 | ) | | | — | | | | (1,617,567 | ) |
Payment of transaction costs in Transaction | | | (67,630 | ) | | | — | | | | (67,630 | ) |
Acquisition of businesses, net of cash acquired | | | (4,817 | ) | | | (1,882 | ) | | | (2,935 | ) |
Advances to customer | | | (3,739 | ) | | | (3,739 | ) | | | — | |
Acquisition of commercial rights and royalties | | | (20,710 | ) | | | (20,710 | ) | | | — | |
Proceeds from disposition of property and equipment | | | 8,127 | | | | — | | | | 8,127 | |
Maturities of held-to-maturity investments | | | 570 | | | | — | | | | 570 | |
Purchase of available-for-sale investments | | | (2,565 | ) | | | — | | | | (2,565 | ) |
Proceeds from sale of available-for-sale investments | | | 26,375 | | | | — | | | | 26,375 | |
Purchase of equity securities | | | (16,545 | ) | | | (16,545 | ) | | | — | |
Proceeds from sale of equity securities | | | 69,559 | | | | 69,220 | | | | 339 | |
Purchase of other investments | | | (305 | ) | | | (124 | ) | | | (181 | ) |
| | | | | | | | | |
Net cash (used in) provided by continuing operations | | | (1,668,030 | ) | | | 26,220 | | | | (1,694,250 | ) |
Net cash (used in) discontinued operations | | | (16,445 | ) | | | (1,364 | ) | | | (15,081 | ) |
| | | | | | | | | |
Net cash (used in) provided by investing activities | | | (1,684,475 | ) | | | 24,856 | | | | (1,709,331 | ) |
| | | | | | | | | | | | |
Financing activities: | | | | | | | | | | | | |
Proceeds from issuance of debt, net of costs | | | 733,433 | | | | — | | | | 733,433 | |
Capital contribution in Transaction | | | 390,549 | | | | — | | | | 390,549 | |
Repayment of debt | | | (4,400 | ) | | | — | | | | (4,400 | ) |
Principal payments on capital lease obligations | | | (14,512 | ) | | | — | | | | (14,512 | ) |
Issuance of common stock | | | 7,042 | | | | — | | | | 7,042 | |
Intercompany | | | — | | | | (59,742 | ) | | | 59,742 | |
| | | | | | | | | |
Net cash provided by (used in) continuing operations | | | 1,112,112 | | | | (59,742 | ) | | | 1,171,854 | |
Net cash (used in) discontinued operations | | | 46 | | | | 58 | | | | (12 | ) |
| | | | | | | | | |
Net cash provided by (used in) financing activities | | | 1,112,158 | | | | (59,684 | ) | | | 1,172,842 | |
Effect of foreign currency exchange rate changes on cash | | | 27,712 | | | | (856 | ) | | | 28,568 | |
| | | | | | | | | |
(Decrease) increase in cash and cash equivalents | | | (269,121 | ) | | | 1,836 | | | | (270,957 | ) |
Consolidated cash and cash equivalents at beginning of period | | | 644,284 | | | | 29 | | | | 644,255 | |
| | | | | | | | | |
Consolidated cash and cash equivalents at end of period | | $ | 375,163 | | | $ | 1,865 | | | $ | 373,298 | |
| | | | | | | | | |
Cash and cash equivalents of discontinued operations | | $ | 1,865 | | | $ | 1,865 | | | $ | — | |
Cash and cash equivalents of continuing operations | | $ | 373,298 | | | $ | — | | | $ | 373,298 | |
18
In accordance with GAAP the Company’s predecessor results have not been aggregated with its successor results and, accordingly, the filed financial statements do not show results of operations or cash flows for the twelve months ended December 31, 2003. However, in order to facilitate an understanding of the results of operations for the twelve months ended December 31, 2003, the Company presents its predecessor results and its successor results on a combined basis. The combined results of operations are non-GAAP financial measures and should not be used in isolation or as a substitution for the predecessor and successor results.
Below is a reconciliation of the combined results for the year ended December 31, 2003 (in thousands):
| | | | | | | | | | | | |
| | September 26, 2003 | | | January 1, 2003 | | | Year ended | |
| | through | | | through | | | December 31, | |
| | December 31, 2003 | | | September 25, 2003 | | | 2003 | |
| | Successor | | | Predecessor | | | Combined | |
| | | | | | | | | | | | |
Net revenues | | $ | 389,004 | | | $ | 1,083,633 | | | $ | 1,472,637 | |
Add: reimbursed service costs | | | 94,960 | | | | 266,696 | | | | 361,656 | |
| | | | | | | | | |
Gross revenues | | | 483,964 | | | | 1,350,329 | | | | 1,834,293 | |
| | | | | | | | | | | | |
Costs, expenses and other: | | | | | | | | | | | | |
Costs of revenues | | | 332,581 | | | | 895,809 | | | | 1,228,390 | |
Selling, general and administrative | | | 141,123 | | | | 359,991 | | | | 501,114 | |
Interest income | | | (4,751 | ) | | | (12,109 | ) | | | (16,860 | ) |
Interest expense | | | 20,640 | | | | 1,728 | | | | 22,368 | |
Other (income) expense, net | | | (2,568 | ) | | | (5,442 | ) | | | (8,010 | ) |
Restructuring | | | — | | | | 4,765 | | | | 4,765 | |
Transaction | | | — | | | | 48,676 | | | | 48,676 | |
| | | | | | | | | |
| | | 487,025 | | | | 1,293,418 | | | | 1,780,443 | |
| | | | | | | | | |
|
(Loss) income before income taxes | | | (3,061 | ) | | | 56,911 | | | | 53,850 | |
Income tax expense | | | 10,115 | | | | 28,222 | | | | 38,337 | |
| | | | | | | | | |
| | | | | | | | | | | | |
(Loss) income before minority interests and equity in (losses) earnings of unconsolidated affiliates | | | (13,176 | ) | | | 28,689 | | | | 15,513 | |
| | | | | | | | | | | | |
Equity in earnings (losses) of unconsolidated affiliates | | | 13 | | | | (8 | ) | | | 5 | |
Minority interests | | | 4 | | | | 46 | | | | 50 | |
| | | | | | | | | |
| | | | | | | | | | | | |
(Loss) income from continuing operations | | | (13,159 | ) | | | 28,727 | | | | 15,568 | |
| | | | | | | | | | | | |
Income from discontinued operation | | | 5,732 | | | | 8,434 | | | | 14,166 | |
| | | | | | | | | |
Net (loss) income | | $ | (7,427 | ) | | $ | 37,161 | | | $ | 29,734 | |
| | | | | | | | | |
19
| | | | | | | | | | | | |
| | September 26, 2003 | | | January 1, 2003 | | | | |
| | through | | | through | | | Year ended | |
| | December 31, | | | September 25, | | | December 31, | |
| | 2003 | | | 2003 | | | 2003 | |
| | Successor | | | Predecessor | | | Combined | |
Operating activities: | | | | | | | | | | | | |
Net (loss) income | | $ | (7,427 | ) | | $ | 37,161 | | | $ | 29,734 | |
(Income) from discontinued operations, net of income taxes | | | (5,732 | ) | | | (8,434 | ) | | | (14,166 | ) |
Loss (gain) from sale of discontinued operations, net of income taxes | | | — | | | | — | | | | — | |
| | | | | | | | | |
(Loss) income from continuing operations | | | (13,159 | ) | | | 28,727 | | | | 15,568 | |
| | | | | | | | | | | | |
Adjustments to reconcile (loss) income from continuing operations to net cash (used in) provided by operating activities: | | | | | | | | | | | | |
Depreciation and amortization | | | 31,224 | | | | 49,900 | | | | 81,124 | |
Amortization expense of debt issuance costs | | | 878 | | | | — | | | | 878 | |
Amortization of commercial rights and royalties assets | | | 1,285 | | | | 2,223 | | | | 3,508 | |
Restructuring (payments) accrual and write-off of other assets, net | | | (1,942 | ) | | | (424 | ) | | | (2,366 | ) |
Transaction costs | | | — | | | | 44,057 | | | | 44,057 | |
Loss (gain) on sale of property and equipment, net | | | (325 | ) | | | (211 | ) | | | (536 | ) |
Loss (gain) on investments, net | | | (2,952 | ) | | | (28,085 | ) | | | (31,037 | ) |
Provision for deferred income taxes | | | 750 | | | | 15,971 | | | | 16,721 | |
Change in operating assets and liabilities: | | | | | | | | | | | | |
Accounts receivable and unbilled services | | | 20,868 | | | | 116,600 | | | | 137,468 | |
Prepaid expenses and other assets | | | 13,950 | | | | 43,574 | | | | 57,524 | |
Accounts payable and accrued expenses | | | 14,053 | | | | (11,925 | ) | | | 2,128 | |
Unearned income | | | 17,399 | | | | (85,716 | ) | | | (68,317 | ) |
Income taxes payable and other liabilities | | | 4,847 | | | | (17,916 | ) | | | (13,096 | ) |
Other | | | (168 | ) | | | 286 | | | | 118 | |
| | | | | | | | | |
Net cash provided by continuing operations | | | 86,708 | | | | 157,061 | | | | 243,769 | |
Net cash provided by discontinued operations | | | 18,907 | | | | 12,808 | | | | 31,715 | |
| | | | | | | | | |
Net cash provided by operating activities | | | 105,615 | | | | 169,869 | | | | 275,484 | |
20
| | | | | | | | | | | | |
| | September 26, 2003 | | | January 1, 2003 | | | | |
| | through | | | through | | | Year ended | |
| | December 31, | | | September 25, | | | December 31, | |
| | 2003 | | | 2003 | | | 2003 | |
| | Successor | | | Predecessor | | | Combined | |
Investing activities: | | | | | | | | | | | | |
Acquisition of property, equipment and software | | $ | (11,225 | ) | | $ | (27,558 | ) | | $ | (38,783 | ) |
Repurchase of common stock in Transaction | | | (1,617,567 | ) | | | — | | | | (1,617,567 | ) |
Payment of transaction costs in Transaction | | | (64,734 | ) | | | (2,896 | ) | | | (67,630 | ) |
Acquisition of businesses, net of cash acquired | | | (3,363 | ) | | | (1,454 | ) | | | (4,817 | ) |
Advances to customer | | | — | | | | (3,739 | ) | | | (3,739 | ) |
Acquisition of commercial rights and royalties | | | (3,000 | ) | | | (17,710 | ) | | | (20,710 | ) |
Proceeds from disposition of property and equipment | | | 1,951 | | | | 6,176 | | | | 8,127 | |
Maturities of held-to-maturity investments | | | 325 | | | | 245 | | | | 570 | |
Purchase of available-for-sale investments | | | (1,212 | ) | | | (1,353 | ) | | | (2,565 | ) |
Proceeds from sale of available-for-sale investments | | | — | | | | 26,375 | | | | 26,375 | |
Purchase of equity securities | | | (5,900 | ) | | | (10,645 | ) | | | (16,545 | ) |
Proceeds from sale of equity securities | | | 7,633 | | | | 61,926 | | | | 69,559 | |
Purchase of other investments | | | (120 | ) | | | (185 | ) | | | (305 | ) |
Other | | | — | | | | — | | | | — | |
| | | | | | | | | |
Net cash (used in) provided by continuing operations | | | (1,697,212 | ) | | | 29,182 | | | | (1,668,030 | ) |
Net cash (used in) provided by discontinued operations | | | (3,659 | ) | | | (12,786 | ) | | | (16,445 | ) |
| | | | | | | | | |
Net cash (used in) provided by investing activities | | | (1,700,871 | ) | | | 16,396 | | | | (1,684,475 | ) |
| | | | | | | | | | | | |
Financing activities: | | | | | | | | | | | | |
Proceeds from issuance of debt, net of costs | | | 733,433 | | | | — | | | | 733,433 | |
Capital contribution in Transaction | | | 390,549 | | | | — | | | | 390,549 | |
Repayment of debt | | | (2,568 | ) | | | (1,832 | ) | | | (4,400 | ) |
Principal payments on capital lease obligations | | | (3,103 | ) | | | (11,409 | ) | | | (14,512 | ) |
Issuance of common stock | | | — | | | | 7,042 | | | | 7,042 | |
Intercompany with parent companies | | | — | | | | — | | | | — | |
| | | | | | | | | |
Net cash provided by (used in) continuing operations | | | 1,118,311 | | | | (6,199 | ) | | | 1,112,112 | |
Net cash provided by (used in) discontinued operations | | | 24 | | | | 22 | | | | 46 | |
| | | | | | | | | |
Net cash provided by (used in) financing activities | | | 1,118,335 | | | | (6,177 | ) | | | 1,112,158 | |
Effect of foreign currency exchange rate changes on cash | | | 9,788 | | | | 17,924 | | | | 27,712 | |
| | | | | | | | | |
(Decrease) increase in cash and cash equivalents | | | (467,133 | ) | | | 198,012 | | | | (269,121 | ) |
Consolidated cash and cash equivalents at beginning of period | | | 842,296 | | | | 644,284 | | | | 644,284 | |
| | | | | | | | | |
Consolidated cash and cash equivalents at end of period | | $ | 375,163 | | | $ | 842,296 | | | $ | 375,163 | |
| | | | | | | | | |
Cash and cash equivalents of discontinued operations | | $ | 1,865 | | | $ | 280 | | | $ | 1,865 | |
| | | | | | | | | |
Cash and cash equivalents of continuing operations | | $ | 373,298 | | | $ | 842,016 | | | $ | 373,398 | |
| | | | | | | | | |
21
Services Net Revenue and Operational EBITDA
The following table presents the Company’s operations by reportable segment, with Product Development and Commercialization summed to equal Services. The Company is managed through three reportable segments, namely, the Product Development Group, the Commercial Services Group, and the PharmaBio Development Group. Management has distinguished these segments based on the normal operations of the Company. The Product Development Group is primarily responsible for all phases of clinical research and outcomes research consulting. The Commercial Services Group is primarily responsible for sales force deployment and strategic marketing services. The PharmaBio Development Group is primarily responsible for facilitating non-traditional customer alliances and its results consist primarily of product revenues, royalties and commissions and investment revenues relating to the financial arrangements with customers and other third parties.
In August 2004, the Company completed its previously announced sale of certain assets related to its Bioglan business. The results of operations for Bioglan have been separately reported as a discontinued operation and are no longer included in the PharmaBio Development Group. In September 2005, the Company completed its previously announced sale of its EDP Business. The results of operations for the EDP Business have been separately reported as a discontinued operation and are no longer included in the Product Development Group. In December 2005, the Company completed the sale of its Pharmaplan business. The results of operations for Pharmaplan have been reported as a discontinued operation and are no longer included in the Pharmabio Development Group. All periods presented herein reflect Pharmaplan, the EDP Business and Bioglan as discontinued operations.
The Company measures segment profitability based on Operational EBITDA. Operational EBITDA is defined as gross revenues less costs of revenues (except for the exclusion of depreciation and amortization included in costs of revenues) and selling, general and administrative expenses. When the Company enters into strategic agreements whereby its Commercial Services or Product Development Groups provide services to customers of the PharmaBio Development Group, service revenues are presented based upon market rates and are eliminated in consolidation. Intersegment revenues have been eliminated (in thousands):
22
Twelve months ended September 30, 2005
| | | | | | | | | | | | | | | | | | | | | | | | |
| | Product | | | | | | | | | | | PharmaBio | | | | | | | Quintiles | |
| | Development | | | Commercial Services | | | Services | | | Development | | | Eliminations | | | Consolidated | |
Service revenues: | | | | | | | | | | | | | | | | | | | | | | | | |
External | | $ | 1,100,597 | | | $ | 647,529 | | | $ | 1,748,126 | | | | — | | | | — | | | $ | 1,748,126 | |
Intersegment | | | 4,149 | | | | 95,919 | | | | 100,068 | | | | — | | | | (100,068 | ) | | | — | |
| | | | | | | | | | | | | | | | | | |
Total net services | | | 1,104,746 | | | | 743,448 | | | | 1,848,194 | | | | — | | | | (100,068 | ) | | | 1,748,126 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Commercial rights and royalties | | | — | | | | — | | | | — | | | | 107,321 | | | | — | | | | 107,321 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Investment | | | — | | | | — | | | | — | | | | (5,268 | ) | | | — | | | | (5,268 | ) |
| | | | | | | | | | | | | | | | | | |
Total net revenues | | | 1,104,746 | | | | 743,448 | | | | 1,848,194 | | | | 102,053 | | | | (100,068 | ) | | | 1,850,179 | |
Reimbursed service costs | | | 414,602 | | | | 69,529 | | | | 484,131 | | | | — | | | | (7,056 | ) | | | 477,075 | |
| | | | | | | | | | | | | | | | | | |
Gross revenues | | $ | 1,519,348 | | | $ | 812,977 | | | $ | 2,332,325 | | | $ | 102,053 | | | $ | (107,124 | ) | | $ | 2,327,254 | |
| | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Segment Operational EBITDA | | $ | 187,711 | | | $ | 69,128 | | | $ | 256,839 | | | $ | (73,856 | ) | | $ | — | | | $ | 182,983 | |
| | | | | | | | | | | | | | | | | | |
Year Ended December 31, 2004
| | | | | | | | | | | | | | | | | | | | | | | | |
| | Product | | | | | | | | | | | PharmaBio | | | | | | | Quintiles | |
| | Development | | | Commercial Services | | | Services | | | Development | | | Eliminations | | | Consolidated | |
Service revenues: | | | | | | | | | | | | | | | | | | | | | | | | |
External | | $ | 960,502 | | | $ | 602,670 | | | $ | 1,563,172 | | | $ | — | | | $ | — | | | $ | 1,563,172 | |
Intersegment | | | — | | | | 65,687 | | | | 65,687 | | | | — | | | | (65,687 | ) | | | — | |
| | | | | | | | | | | | | | | | | | |
Total net services | | | 960,502 | | | | 668,357 | | | | 1,628,859 | | | | — | | | | (65,687 | ) | | | 1,563,172 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Commercial rights and royalties | | | — | | | | — | | | | — | | | | 51,425 | | | | — | | | | 51,425 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Investment | | | — | | | | — | | | | — | | | | (9,620 | ) | | | — | | | | (9,620 | ) |
| | | | | | | | | | | | | | | | | | |
Total net revenues | | | 960,502 | | | | 668,357 | | | | 1,628,859 | | | | 41,805 | | | | (65,687 | ) | | | 1,604,977 | |
Reimbursed service costs | | | 296,482 | | | | 61,084 | | | | 357,566 | | | | — | | | | (6,289 | ) | | | 351,277 | |
| | | | | | | | | | | | | | | | | | |
Gross revenues | | $ | 1,256,984 | | | $ | 729,441 | | | $ | 1,986,425 | | | $ | 41,805 | | | $ | (71,976 | ) | | $ | 1,956,254 | |
| | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Segment Operational EBITDA | | $ | 112,379 | | | $ | 43,556 | | | $ | 155,935 | | | $ | (83,349 | ) | | $ | — | | | $ | 72,856 | |
| | | | | | | | | | | | | | | | | | |
Twelve Months Ended September 30, 2004
| | | | | | | | | | | | | | | | | | | | | | | | |
| | Product | | | | | | | | | | | PharmaBio | | | | | | | Quintiles | |
| | Development | | | Commercial Services | | | Services | | | Development | | | Eliminations | | | Consolidated | |
Service revenues: | | | | | | | | | | | | | | | | | | | | | | | | |
External | | $ | 911,356 | | | $ | 567,530 | | | $ | 1,478,886 | | | $ | — | | | $ | — | | | $ | 1,478,886 | |
Intersegment | | | — | | | | 52,040 | | | | 52,040 | | | | — | | | | (52,040 | ) | | | — | |
| | | | | | | | | | | | | | | | | | |
Total net services | | | 911,356 | | | | 619,570 | | | | 1,530,926 | | | | — | | | | (52,040 | ) | | | 1,478,886 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Commercial rights and royalties | | | — | | | | — | | | | — | | | | 54,599 | | | | — | | | | 54,599 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Investment | | | — | | | | — | | | | — | | | | (3,756 | ) | | | — | | | | (3,756 | ) |
| | | | | | | | | | | | | | | | | | |
Total net revenues | | | 911,356 | | | | 619,570 | | | | 1,530,926 | | | | 50,843 | | | | (52,040 | ) | | | 1,529,729 | |
Reimbursed service costs | | | 283,236 | | | | 62,905 | | | | 346,141 | | | | — | | | | 2,979 | ) | | | 343,162 | |
| | | | | | | | | | | | | | | | | | |
Gross revenues | | $ | 1,198,649 | | | $ | 683,084 | | | $ | 1,877,067 | | | $ | 50,843 | | | $ | (55,019 | ) | | $ | 1,872,891 | |
| | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Segment Operational EBITDA | | $ | 99,053 | | | $ | 34,606 | | | $ | 133,659 | | | $ | (52,004 | ) | | $ | — | | | $ | 81,655 | |
| | | | | | | | | | | | | | | | | | |
23
Year Ended December 31, 2003
| | | | | | | | | | | | | | | | | | | | | | | | |
| | Product | | | | | | | | | | | PharmaBio | | | | | | | Quintiles | |
| | Development | | | Commercial Services | | | Services | | | Development | | | Eliminations | | | Consolidated | |
Service revenues: | | | | | | | | | | | | | | | | | | | | | | | | |
External | | $ | 852,514 | | | $ | 492,978 | | | $ | 1,345,492 | | | $ | — | | | $ | — | | | $ | 1,345,492 | |
Intersegment | | | — | | | | 40,235 | | | | 40,235 | | | | — | | | | (40,235 | ) | | | — | |
| | | | | | | | | | | | | | | | | | |
Total net services | | | 852,514 | | | | 533,213 | | | | 1,385,727 | | | | — | | | | (40,235 | ) | | | 1,345,492 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Commercial rights and royalties | | | — | | | | — | | | | — | | | | 96,212 | | | | — | | | | 96,212 | |
|
Investment | | | — | | | | — | | | | — | | | | 30,933 | | | | — | | | | 30,933 | |
| | | | | | | | | | | | | | | | | | |
Total net revenues | | | 852,514 | | | | 533,213 | | | | 1,385,727 | | | | 127,145 | | | | (40,235 | ) | | | 1,472,637 | |
Reimbursed service costs | | | 300,302 | | | | 61,354 | | | | 361,656 | | | | — | | | | — | | | | 361,656 | |
| | | | | | | | | | | | | | | | | | |
Gross revenues | | $ | 1,152,816 | | | $ | 594,567 | | | $ | 1,747,383 | | | $ | 127,145 | | | $ | (40,235 | ) | | $ | 1,834,293 | |
| | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Segment Operational EBITDA | | $ | 119,472 | | | $ | 22,629 | | | $ | 142,101 | | | $ | 43,812 | | | $ | — | | | $ | 185,913 | |
| | | | | | | | | | | | | | | | | | |
In accordance with GAAP the Company’s predecessor results have not been aggregated with its successor results and, accordingly, the filed financial statements do not show results of operations or cash flows for the twelve months ended December 31, 2003. However, in order to facilitate an understanding of the results of operations for the twelve months ended December 31, 2003, the Company presents its predecessor results and its successor results on a combined basis. The combined results of operations are non-GAAP financial measures and should not be used in isolation or as a substitution for the predecessor and successor results.
Below is a reconciliation of the combined results for the year ended December 31, 2003 (in thousands):
| | | | | | | | | | | | | | | | | | | | | | | | |
| | Product | | | | | | | | | | | PharmaBio | | | | | | | Quintiles | |
| | Development | | | Commercial Services | | | Services | | | Development | | | Eliminations | | | Consolidated | |
Service revenues: | | | | | | | | | | | | | | | | | | | | | | | | |
External | | $ | 229,904 | | | $ | 130,705 | | | $ | 360,609 | | | $ | — | | | $ | — | | | $ | 360,609 | |
Intersegment | | | — | | | | 10,458 | | | | 10,458 | | | | — | | | | (10,458 | ) | | | — | |
| | | | | | | | | | | | | | | | | | |
Total net services | | | 229,904 | | | | 141,163 | | | | 371,067 | | | | — | | | | (10,458 | ) | | | 360,609 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Commercial rights and royalties | | | — | | | | — | | | | — | | | | 25,635 | | | | — | | | | 25,635 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Investment | | | — | | | | — | | | | — | | | | 2,760 | | | | — | | | | 2,760 | |
| | | | | | | | | | | | | | | | | | |
Total net revenues | | | 229,904 | | | | 141,163 | | | | 371,067 | | | | 28,395 | | | | (10,458 | ) | | | 389,004 | |
Reimbursed service costs | | | 76,594 | | | | 18,366 | | | | 94,960 | | | | — | | | | — | | | | 94,960 | |
| | | | | | | | | | | | | | | | | | |
Gross revenues | | $ | 306,498 | | | $ | 159,529 | | | $ | 466,027 | | | $ | 28,395 | | | $ | (10,458 | ) | | $ | 483,964 | |
| | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Segment Operational EBITDA | | $ | 30,122 | | | $ | 6,918 | | | $ | 37,040 | | | $ | 4,444 | | | $ | — | | | $ | 41,484 | |
| | | | | | | | | | | | | | | | | | |
24
January 1, 2003 through September 25, 2003 — Predecessor
| | | | | | | | | | | | | | | | | | | | | | | | |
| | Product | | | | | | | | | | | PharmaBio | | | | | | | |
| | Development | | | Commercial Services | | | Services | | | Development | | | Eliminations | | | Consolidated | |
Service revenues: | | | | | | | | | | | | | | | | | | | | | | | | |
External | | $ | 622,610 | | | $ | 362,273 | | | $ | 984,883 | | | $ | — | | | $ | — | | | $ | 984,883 | |
Intersegment | | | — | | | | 29,777 | | | | 29,777 | | | | — | | | | (29,777 | ) | | | — | |
| | | | | | | | | | | | | | | | | | |
Total net services | | | 622,610 | | | | 392,050 | | | | 1,014,660 | | | | — | | | | (29,777 | ) | | | 984,883 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Commercial rights and royalties | | | — | | | | — | | | | — | | | | 70,577 | | | | — | | | | 70,577 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Investment | | | — | | | | — | | | | — | | | | 28,173 | | | | — | | | | 28,173 | |
| | | | | | | | | | | | | | | | | | |
Total net revenues | | | 622,610 | | | | 392,050 | | | | 1,014,660 | | | | 98,750 | | | | (29,777 | ) | | | 1,083,633 | |
Reimbursed service costs | | | 223,708 | | | | 42,988 | | | | 266,696 | | | | — | | | | — | | | | 266,696 | |
| | | | | | | | | | | | | | | | | | |
Gross revenues | | $ | 846,318 | | | $ | 435,038 | | | $ | 1,281,356 | | | $ | 98,750 | | | $ | (29,777 | ) | | $ | 1,350,329 | |
| | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Segment Operational EBITDA | | $ | 89,350 | | | $ | 15,711 | | | $ | 105,061 | | | $ | 39,368 | | | $ | — | | | $ | 144,429 | |
| | | | | | | | | | | | | | | | | | |
Services Quarterly Financial Information (in millions except DSO)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
| | | | 2003 | | | | 2004 | | | | 2005 | | |
| | | | 1Q | | | | 2Q | | | | 3Q | | | | 4Q | | | | 1Q | | | | 2Q | | | | 3Q | | | | 4Q | | | | 1Q | | | | 2Q | | | | 3Q | | |
| Services net revenues | | | $ | 339 | | | | $ | 352 | | | | $ | 340 | | | | $ | 354 | | | | $ | 372 | | | | $ | 387 | | | | $ | 418 | | | | $ | 452 | | | | $ | 451 | | | | $ | 482 | | | | $ | 463 | | |
| Services operational EBITDA | | | $ | 34 | | | | $ | 39 | | | | $ | 36 | | | | $ | 34 | | | | $ | 26 | | | | $ | 28 | | | | $ | 46 | | | | $ | 56 | | | | $ | 57 | | | | $ | 70 | | | | $ | 74 | | |
| Services contribution | | | $ | 153 | | | | $ | 163 | | | | $ | 158 | | | | $ | 170 | | | | $ | 168 | | | | $ | 172 | | | | $ | 193 | | | | $ | 205 | | | | $ | 198 | | | | $ | 224 | | | | $ | 210 | | |
| Services SG&A | | | $ | 119 | | | | $ | 124 | | | | $ | 122 | | | | $ | 136 | | | | $ | 142 | | | | $ | 145 | | | | $ | 147 | | | | | 149 | | | | $ | 141 | | | | $ | 154 | | | | $ | 137 | | |
| Services DSO — in days | | | | 15 | | | | | 16 | | | | | 11 | | | | | 2 | | | | | 10 | | | | | 13 | | | | | 12 | | | | | 11 | | | | | 15 | | | | | 17 | | | | | 19 | | |
|
25
Services Net Revenue by Geography and Line of Business
For the first nine months of 2005, approximately 34.3% of the Company’s net revenue was attributed to operations in the United States and 65.7% to operations outside the United States. Approximately 49.1%, 49.9%and 47.8% of its net revenue was attributed to its clinical development services in the first nine months of 2005, and the year ended December 31, 2004 and 2003, respectively; approximately 10.2%, 10.0% and 10.1% of the Company’s net revenue was attributed to its clinical technology services in the first nine months of 2005, and the year ended December 31, 2004 and 2003, respectively, and approximately 29.3%, 31.5% and 27.3% of its net revenue was attributed to commercialization services in the first nine months of 2005, and the year ended December 31, 2004 and 2003, respectively. Neither its medical communications and consulting services, nor its commercial rights and royalties accounted for more than 10% of its net revenue in any of these periods.
Backlog and Net New Business Wins
The Company reports backlog based on anticipated net revenue from uncompleted projects that its customers have authorized and the Company believes to be firm. Once work begins on a project, net revenue is recognized over the duration of the project. The backlog at December 31, 2005 and 2004 includes approximately $285 million and $357 million, respectively, of backlog related to services contracted from the Company’s service groups, primarily commercial services, in connection with the strategic alliances forged by its PharmaBio Development Group. Of the backlog amounts between the Company’s service groups and its PharmBio Development Group, $252 million and $314 million represents backlog associated with the Company’s Cymbalta® contract.
Net new business represents anticipated net revenue from contracts which the Company entered into during the period and adjusted for contracts that were canceled during the period. Approximately $32.9 million and $388 million of net wins on internal service contracts are included in net new business wins for the years ended December 31, 2004 and 2005, respectively. The $388.0 million of net wins of internal service contracts for 2004 includes $357 million of new business associated with the Company’s Cymbalta® contract.
The following analysis details the Company’s net new business wins and backlog trends for 2002, 2003, 2004 and 2005. Amounts are in millions and at fixed rates. At actual rates, net new business wins are $2,006 for the year ended December 31, 2005 and backlog is $2,614 at December 31, 2005.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
| | | | 2002 | | | | 2003 | | | | 2004 | | | | 2005 | | |
| | | | 1H | | | | 2H | | | | 1H | | | | 2H | | | | 1H | | | | 2H | | | | 1H | | | | 2H | | |
| Total Net New Business Wins | | | $ | 511 | | | | $ | 601 | | | | $ | 669 | | | | $ | 764 | | | | $ | 857 | | | | $ | 1,282 | | | | $ | 1,025 | | | | $ | 1,040 | | |
| Product Development | | | $ | 291 | | | | $ | 370 | | | | $ | 417 | | | | $ | 510 | | | | $ | 585 | | | | $ | 549 | | | | $ | 645 | | | | $ | 803 | | |
| Commercialization | | | $ | 219 | | | | $ | 230 | | | | $ | 252 | | | | $ | 254 | | | | $ | 271 | | | | $ | 733 | | | | $ | 379 | | | | $ | 237 | | |
| Cymbalta® | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | $ | 357 | | | | | — | | | | | — | | |
| Total Backlog | | | $ | 1,660 | | | | $ | 1,616 | | | | $ | 1,657 | | | | $ | 1,782 | | | | $ | 2,054 | | | | $ | 2,493 | | | | $ | 2,675 | | | | $ | 2,744 | | |
| Cymbalta® backlog | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | $ | 314 | | | | $ | 282 | | | | $ | 252 | | |
|
26
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| | |
Exhibit No. | | Description of Exhibit |
| | |
99.01 | | Press release of Quintiles Transnational Corp. dated March 3, 2006 |
| | |
99.02 | | Press release of Quintiles Transnational Corp. dated March 6, 2006 |
27
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| | | | |
| | QUINTILES TRANSNATIONAL CORP. |
| | | | |
| | By: | | /s/ John D. Ratliff |
| | | | |
| | | | John D. Ratliff Executive Vice President, Chief Financial Officer |
| | | | |
Dated: March 8, 2006 | | | | |
28
EXHIBIT INDEX
| | |
Exhibit No. | | Description of Exhibit |
| | |
99.01 | | Press Release of Quintiles Transnational Corp. dated March 3, 2006 |
| | |
99.02 | | Press release of Quintiles Transnational Corp. dated March 6, 2006 |