1 Securities and Exchange Commission Washington, D.C. 20549 FORM 10-Q Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Quarterly Period Ended June 30, 1996 ------------- Commission file number 340-23520 --------- QUINTILES TRANSNATIONAL CORP. ------------------------------------------------------ (Exact name of registrant as specified in its charter) North Carolina 56-1714315 - ------------------------------------------ --------------------------------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 4709 Creekstone Dr., Suite 300 Durham, NC 27703-8411 - ------------------------------------------- -------------------------------- (Address of principal executive offices) (Zip Code) (919) 941-2000 ---------------------------------------------------- (Registrant's telephone number, including area code) N/A ---------------------------------------------------- (Former name, former address and former fiscal year, if changed since last report) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. X Yes No ----- ----- Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practical date. The number of shares of Common Stock, $.01 par value, outstanding as of August 1, 1996, was 21,793,072. 1 2 QUINTILES TRANSNATIONAL CORP. AND SUBSIDIARIES Index Page ---- Part I. Financial Information Item 1. Financial Statements (Unaudited) Condensed consolidated balance sheets June 30, 1996 and December 31, 1995 3 Condensed consolidated statements of income - Three months ended June 30, 1996 and 1995; six months 4 ended June 30, 1996 and 1995 Condensed consolidated statements of cash flows - Six months ended June 30, 1996 and 1995 5 Notes to condensed consolidated financial statements - June 30, 1996 6 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 9 Part II. Other Information 13 Signatures 15 2 3 PART I. FINANCIAL INFORMATION Item 1 - Financial Statements QUINTILES TRANSNATIONAL CORP. AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS JUNE 30 DECEMBER 31 1996 1995 -------- -------- (Unaudited) (Note 1) (In thousands, except share data) ASSETS Current assets: Cash and cash equivalents $130,213 $ 69,146 Accounts receivable and unbilled services 89,598 57,165 Investments 35,422 - Other current assets 8,744 5,170 -------- -------- Total current assets 263,977 131,481 Property and equipment 88,038 74,381 Less accumulated depreciation 23,203 17,523 -------- -------- 64,835 56,858 Non-current assets: Investments 10,710 - Intangible and other assets 52,276 32,951 -------- -------- Total non-current assets 62,986 32,951 -------- -------- Total assets $391,798 $221,290 ======== ======== LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities: Accounts payable and accrued expenses 26,494 20,754 Line of credit and current portion of debt 546 398 Unearned income 25,791 16,083 Income taxes and other current liabilities 7,667 - -------- -------- Total current liabilities 60,498 37,235 Long-term liabilities: Long-term debt, less current portion 140,355 433 Long-term obligation 19,827 19,514 Deferred income taxes 2,687 5,569 -------- -------- 162,869 25,516 -------- -------- Total liabilities 223,367 62,751 Shareholders equity: Common Stock, par value $.01 per share - authorized 50,000,000 shares, issued and outstanding 21,791,878 and 21,387,150 shares at June 30, 1996 and December 31, 1995, respectively 218 214 Additional paid-in capital and other shareholders' equity 129,616 128,989 Retained earnings 38,597 29,336 -------- -------- Total shareholders' equity 168,431 158,539 -------- -------- Total liabilities and shareholders' equity $391,798 $221,290 ======== ======== See notes to condensed consolidated financial statements. 3 4 QUINTILES TRANSNATIONAL CORP. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF INCOME (Unaudited) THREE MONTHS ENDED JUNE 30 SIX MONTHS ENDED JUNE 30 1996 1995 1996 1995 ------- ------- -------- -------- (In thousands, except per (In thousands, except per share data) share data) Professional fee income $81,426 $55,533 $147,309 $104,710 Less reimbursed costs: Investigator payments 12,731 11,143 19,981 27,154 Travel and other 5,539 5,786 9,556 9,296 ------- ------- -------- -------- Net revenue 63,156 38,604 117,772 68,260 Costs and expenses: Direct costs 28,939 18,144 54,931 32,229 General and administrative expense 24,649 14,917 45,000 26,145 Depreciation and amortization 2,859 1,887 5,507 3,281 ------- ------- -------- -------- 56,447 34,948 105,438 61,655 ------- ------- -------- -------- Income from operations 6,709 3,656 12,334 6,605 Other income, net 364 220 1,218 678 ------- ------- -------- -------- Income before income taxes 7,073 3,876 13,552 7,283 Income taxes 2,154 1,406 4,291 2,646 ------- ------- -------- -------- Net income $ 4,919 $ 2,470 $ 9,261 $ 4,637 ======= ======= ======== ======== Net income per share $ 0.22 $ 0.13 $ 0.42 $ 0.24 ======= ======= ======== ======== See notes to condensed consolidated financial statements. 4 5 QUINTILES TRANSNATIONAL CORP. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) SIX MONTHS ENDED JUNE 30 ---------------------------------- 1996 1995 -------- -------- (In thousands) OPERATING ACTIVITIES Net income $ 9,261 $ 4,637 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 5,507 3,281 Change in operating assets and liabilities (7,987) (4,289) Other operating activities (579) 125 -------- -------- Net cash provided by operating activities 6,202 3,754 INVESTING ACTIVITIES Proceeds from disposition of property and equipment 34 35 Business merger, net of cash acquired (28,902) (4,447) Acquisition of property and equipment (11,741) (8,331) Purchase of investments (46,132) - -------- -------- Net cash used in investing activities (86,741) (12,743) FINANCING ACTIVITIES Proceeds from borrowings and line of credit 140,891 10,258 Principal payments on borrowings and line of credit (502) (10,346) Proceeds from issuance of common stock 1,374 453 Stock issuance costs (78) (14) -------- -------- Net cash provided by financing activities 141,685 351 Effect of foreign currency exchange rate changes on cash (79) 102 -------- -------- Increase (Decrease) in cash and cash equivalents 61,067 (8,536) Cash and cash equivalents at beginning of period 69,146 39,353 -------- -------- Cash and cash equivalents at end of period $130,213 $ 30,817 ======== ======== See notes to condensed consolidated financial statements. 5 6 QUINTILES TRANSNATIONAL CORP. AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements (Unaudited) June 30, 1996 1. Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three and six month periods ended June 30, 1996 are not necessarily indicative of the results that may be expected for the year ended December 31, 1996. For further information, refer to the consolidated financial statements and notes thereto included in Quintiles Transnational Corp. and Subsidiaries Annual Report on Form 10-K for the year ended December 31, 1995. The balance sheet at December 31, 1995 has been derived from the audited financial statements at that date but does not include all of the information and notes required by generally accepted accounting principles for complete financial statements. On February 15, 1996, the Company acquired PMC Contract Research AB ("PMC"), a clinical research company based in Uppsala, Sweden. The acquisition has been accounted for as a pooling-of-interests, and as such, all condensed consolidated financial data for periods subsequent to January 1, 1996 have been restated to include the results of the pooled company. Due to the fact that the financial data of the pooled company prior to January 1, 1996 would have no material impact on the condensed consolidated financial data previously reported by the Company, the condensed consolidated financial data presented for periods prior to January 1, 1996 have not been restated. Earnings per share is based on the weighted average number of shares of common stock outstanding during each period. Weighted average shares outstanding for the three and six month periods ended June 30 were as follows: Weighted Average Shares Outstanding 1996 1995 ---- ---- Three months ended June 30 22,290,196 19,505,628 Six months ended June 30 22,288,154 19,292,658 6 7 QUINTILES TRANSNATIONAL CORP. AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements (Unaudited) -- Continued 2. Significant Customer One customer accounted for greater than 10% of consolidated net revenue for the three and six months ended June 30, 1996, as indicated below (in thousands): Three months ended Six months ended June 30, 1996 June 30, 1996 ------------------ ---------------- Customer A $8,075 17,338 3. Acquisitions On May 13, 1996, the Company acquired the operating assets of Lewin-VHI, Inc., a health care consulting company, for approximately $30 million in cash. The acquired company, now called The Lewin Group, Inc. ("Lewin"), entered into employment agreements with members of the former Lewin-VHI management group ("Lewin Management"). Also, the Company issued to the Lewin Management options to purchase approximately 207,157 shares of the Company's common stock. The acquisition was accounted for using the purchase method, with the assets and liabilities of the acquired business recorded at their fair value at the acquisition date. The excess of total acquisition cost over the fair value of the net assets acquired was classified as goodwill and is being amortized on the straight line basis over 35 years. The results of operations of the acquired business are included in the accompanying condensed consolidated statements of income as of the date of acquisition. The following table presents the unaudited pro forma impact of the May 9, 1995 acquisition of Benefit International, a French company, and subsidiaries, and the acquisition of Lewin, as if the acquisitions had been acquired at the beginning of 1996 and 1995 (in thousands, except per share data): Six months ended June 30 1996 1995 ---- ---- Net revenue $125,000 $81,119 Net income 9,161 3,538 Net income per share $ 0.41 $ 0.18 The unaudited pro forma results have been prepared for comparative purposes only and do not purport to be indicative of the results that would have actually been attained if the above businesses had been acquired at the beginning of the years presented. 7 8 QUINTILES TRANSNATIONAL CORP. AND SUBSIDIARIES 4. Convertible Note Placement On May 23, 1996, the Company completed a private placement of $143.75 million of 4.25% Convertible Subordinated Notes (the "Notes") due May 31, 2000. The offering was increased from the original $125.0 million offering due to the exercise of an $18.75 million underwriters' over-allotment option. Net proceeds to the Company amounted to approximately $139.6 million. The Notes will be convertible into the Company's common stock, at the option of the holder, at a conversion price of $82.75 per share, subject to adjustment under certain circumstances, at any time after August 21, 1996. The Notes will be redeemable, at the option of the Company, beginning May 31, 1999. Interest is payable on the notes semi-annually on May 31 and November 30 each year, beginning November 30, 1996. 8 9 QUINTILES TRANSNATIONAL CORP. AND SUBSIDIARIES Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations Results of Operations Three Months Ended June 30, 1996 and 1995 Professional fee income includes reimbursed costs which consist primarily of payments to investigators, travel and certain other expenses that are billed to clients at cost. Depending upon contract terms, investigator payments may be administered by the Company or alternatively, may be paid directly from the client to the investigators. Therefore, since reimbursed costs vary from contract to contract and are not meaningful for analyzing trends in revenue, they are included in professional fee income but excluded from net revenue. Consistent with industry practice, the Company considers net revenue its primary measure of revenue growth. Net revenue increased 63.6% to $63.2 million for the second quarter of 1996, as compared to $38.6 million for the second quarter of 1995. This growth can be attributed to the increase in services rendered under existing contracts, the initiation of services under contracts awarded subsequent to the first quarter of 1995 and the Company's four acquisitions since May 9, 1995 which contributed $8.8 million to the second quarter 1996 net revenue versus $1.1 million to the second quarter 1995 net revenue. Also, net revenue from the Company's European operations continue to grow, and this growth has been enhanced by the operations of the Company's drug development facilities in Edinburgh, Scotland and Strasbourg, France, which contributed $9.5 million to the second quarter 1996 net revenue versus $5.1 million to the second quarter 1995 net revenue. Direct costs increased 59.5% to $28.9 million for the second quarter ended June 30, 1996 from $18.1 million for the second quarter ended June 30, 1995 as a result of the increase in net revenue. These costs include compensation and related fringe benefits for billable employees and any other expenses directly related to contracts which are not included as reimbursed costs. Direct costs, as a percentage of net revenue, decreased to 45.8% for the second quarter of 1996 versus 47.0% for the second quarter of 1995. General and administrative expense increased 65.2% to $24.6 million from $14.9 million for the quarters ended June 30, 1996 and 1995, respectively. This expense includes compensation and fringe benefits for administrative employees, non- billable travel, professional services, advertising, computer expenses and facility expenses. This increase is primarily the result of growth and expansion, the initiation of new marketing campaigns, the increased commitment to developing the Company's proprietary software systems and an increase in the costs associated with personnel, facility management and outside services brought on by the Company's growth. The general and administrative expense increased slightly, as a percentage of net revenue, to 39.0% for the second quarter of 1996 from 38.6% for the second quarter of 1995. 9 10 QUINTILES TRANSNATIONAL CORP. AND SUBSIDIARIES Depreciation and amortization increased to $2.9 million for the second quarter of 1996 from $1.9 million for the second quarter of 1995. Income from operations was 10.6% of net revenue for the second quarter of 1996 versus 9.5% for the second quarter of 1995. Other income increased to $364,000 for the second quarter of 1996 as compared to $220,000 for the second quarter of 1995. This increase is primarily due to an increase of approximately $61,000 in net interest income and an increase in other income of approximately $80,000. Amortization of the bond issuance costs and interest relating to the private placement of the Notes of approximately $750,000 is included in determining net interest income. Income taxes, as a percentage of income before income taxes, decreased to 30.5% for the second quarter of 1996 versus 36.3% for the second quarter of 1995. This decrease is primarily due to an increase in profits in locations with lower tax rates and a tax benefit of approximately $300,000 from tax advantaged investment instruments. Net income increased 99.1% to $4.9 million for the second quarter of 1996 from $2.5 million for the second quarter of 1995. As a percentage of net revenue, net income increased to 7.8% of net revenue for the three months ended June 30, 1996 from 6.4% of net revenue for the three months ended June 30, 1995. Six Months Ended June 30, 1996 and 1995 Net revenue increased 72.5% to $117.8 million for the first six months of 1996, as compared to $68.3 million for the first six months of 1995. This growth can be attributed to the increase in services rendered under existing contracts, the initiation of services under contracts awarded subsequent to the first six months of 1995 and the Company's four acquisitions since May 9, 1995 which contributed $13.7 million to the first six months of 1996 net revenue versus $1.1 million to the first six months of 1995 net revenue. The Company's drug development facilities in Edinburgh, Scotland and Strasbourg, France, which were purchased in March 1995 and January 1996, respectively, contributed $18.4 million to net revenue for the first six months of 1996 versus $6.6 million to the first six months of 1995. Direct costs increased 70.4% to $54.9 million for the six months ended June 30, 1996 from $32.2 million for the six months ended June 30, 1995 as a result of the increase in net revenue. These costs include compensation and related fringe benefits for billable employees and any other expenses directly related to contracts which are not included as reimbursed costs. Direct costs, as a percentage of net revenue, have decreased to 46.6% for the second quarter of 1996 versus 47.2% for the second quarter of 1995. General and administrative expense increased 72.1% to $45.0 million from $26.1 million for the six months ended June 30, 1996 and 1995, respectively. This expense includes compensation and fringe benefits for administrative employees, non-billable travel, professional services, advertising, computer expenses and facility expenses. This increase is primarily the result of growth and expansion, the initiation of new marketing campaigns, the increased commitment to developing the 10 11 QUINTILES TRANSNATIONAL CORP. AND SUBSIDIARIES Company's proprietary software systems and an increase in the costs associated with personnel, facility management and outside services brought on by the Company's growth. The general and administrative expense decreased, as a percentage of net revenue, to 38.2% for the first six months of 1996 from 38.3% for the first six months of 1995. Depreciation and amortization increased to $5.5 million for the first six months of 1996 from $3.3 million for the first six months of 1995. Income from operations was 10.5% of net revenue for the first six months of 1996 versus 9.7% for the first six months of 1995. Other income increased to $1.2 million for the first six months of 1996 as compared to $678,000 for the first six months of 1995. This increase is primarily due to increases in net interest income and other income of approximately $536,000. Approximately $750,000 of interest expense and amortization of bond issuance costs relating to the private placement of the Notes is included in determining net interest income. Income taxes, as a percentage of income before income taxes, decreased to 31.7% for the first six months of 1996 versus 36.3% for the first six months of 1995. This decrease is primarily due to an increase in profits in locations with lower tax rates and a tax benefit of approximately $350,000 from tax advantaged investment instruments. Net income increased 99.7% to $9.3 million for the first six months of 1996 from $4.6 million for the first six months of 1995. As a percentage of net revenue, net income increased to 7.9% of net revenue for the six months ended June 30, 1996 from 6.8% of net revenue for the six months ended June 30, 1995. Liquidity and Capital Resources Cash flows from operations were $6.2 million for the six months ended June 30, 1996 versus $3.8 million for the comparable period of 1995. Investing activities, for the six months ended June 30, 1996, consisted primarily of capital asset purchases, investment purchases and the acquisition of Lewin. These investing activities required an outlay of cash of $86.7 million for the first six months of 1996 compared to an outlay of $12.7 million for investing activities during the same period in 1995. As of June 30, 1996, total working capital was $203.5 million versus $94.2 million as of December 31, 1995. Net receivables from clients (accounts receivable and unbilled services net of unearned income) increased to $63.8 million at June 30, 1996 as compared to $41.1 million at the end of 1995. During 1995, the Company acquired a drug development facility in Edinburgh, Scotland. Related to this acquisition, the Company entered into a purchase commitment valued at approximately $20.0 million with payment due in December 1999. 11 12 QUINTILES TRANSNATIONAL CORP. AND SUBSIDIARIES On May 23, 1996, the Company completed a private placement of $143.75 million of 4.25% Convertible Subordinated Notes due May 31, 2000. Net proceeds to the Company amounted to approximately $139.6 million. The Company has a $15.0 million unsecured line of credit with a U.S. bank and an $8.0 million unsecured line of credit with a U.K. bank. At June 30, 1996, the Company had $22.8 million in available credit under these line of credit agreements. The Company's primary cash needs on both a short-term and long-term basis are for expansion of services, possible future acquisitions, working capital, capital expenditures, geographic expansion, and other general corporate purposes. Pending such uses, the Company is investing its excess cash balances in investment grade, interest-bearing securities. Based on its current operating plan, the Company believes that its available cash and cash equivalents as of June 30, 1996, together with cash flow from operations and borrowings under its line of credit agreements, will be sufficient to meet its foreseeable cash needs, in connection with its current operations. Currently, the Company is evaluating a number of acquisition and expansion possibilities. The Company may from time to time seek to obtain debt or equity financing to facilitate possible acquisitions or expansion. Recent Events On July 31, 1996, the Company announced the signing of a non-binding letter of intent to acquire BRI International, Inc. ("BRI"), a global contract research organization based in Arlington, VA. The letter of intent contemplates an exchange of 100% of BRI stock for 1.9 million shares of the Company's common stock. The intention is to complete the deal as a pooling-of-interests. The proposed agreement is subject to negotiation and execution of a definitive agreement and other approvals. There can be no assurance that this acquisition will be completed or will be completed on the terms announced. 12 13 QUINTILES TRANSNATIONAL CORP. AND SUBSIDIARIES PART II. Other Information Item 1. Legal Proceedings -- Not applicable Item 2. Changes in Securities -- Not applicable Item 3. Defaults upon Senior Securities -- Not applicable Item 4. Submission of Matters to a Vote of Security Holders (a) On April 24, 1996, the Company held its Annual Meeting of Shareholders during which the shareholders: (1) Elected four nominees to serve as Class II directors with terms continuing until the Annual Meeting of Shareholders in 1999. The votes cast were as follows: Broker For Withhold Non-vote --- -------- -------- John G. Fryer, Ph.D. 16,224,431 52,143 0 William A. Sollecito, Dr. P.H. 16,226,831 49,743 0 Sara B. Creagh 16,226,831 49,743 0 Rachel R. Selisker 16,226,831 49,743 0 (2) Elected one nominee to serve as a Class III director with a term continuing until the Annual Meeting of Shareholders in 1997. The votes cast were as follows: Broker For Withhold Non-vote --- -------- -------- Eric J. Souetre, M.D., Ph.D. 16,226,831 49,743 0 (3) Ratified the appointment of Ernst & Young LLP as independent auditors for the Company and its subsidiaries for the fiscal year ending December 31, 1996. The votes cast were as follows: Broker Ratification of For Against Abstain Non-vote --- ------- ------- -------- Ernst & Young LLP 16,212,599 10,625 53,350 0 13 14 QUINTILES TRANSNATIONAL CORP. AND SUBSIDIARIES Item 5. Other Information -- Not Applicable Item 6. Exhibits and Reports on Form 8-K (a) Exhibits Exhibit Description ------- ----------- 4.01 Indenture, dated as of May 17, 1996, between the Company and Marine Midland Bank, as Trustee, with respect to the Company's 4.25% Convertible Subordinated Notes due May 31, 2000. 4.02 Form of the Company's 4.25% Convertible Subordinated Notes due May 31, 2000, as included in the Indenture, filed herewith as Exhibit 4.01. 4.03 Registration Rights Agreement, dated as of May 17, 1996, by and among the Company, Goldman Sachs International and Smith Barney, Inc. 27 Financial Data Schedule (for SEC use only) (b) The Company filed one report on Form 8-K, dated April 23, 1996, during the three months ended June 30, 1996. The Company reported the signing of a definitive agreement to purchase the operating assets of the health care consulting firm, Lewin-VHI, Inc., from Value Health, Inc. The Company also filed the Financial Statements of Lewin-VHI, Inc. as of December 31, 1995 and Report of Independent Auditors. The Company also filed the Unaudited Pro Forma Combined Condensed Financial Data for the Registrant as of December 31, 1995 reflecting the acquisitions of Benefit International and its subsidiaries, G.D.R.U. Limited and Lewin-VHI, Inc. Additionally, the Company reported the commencement of a private placement of its convertible, subordinated notes. No other reports on Form 8-K have been filed since that date. 14 15 QUINTILES TRANSNATIONAL CORP. AND SUBSIDIARIES 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 thereunto duly authorized. Quintiles Transnational Corp. ----------------------------------- Registrant Date August 14, 1996 /s/ Dennis B. Gillings -------------------------- ------------------------------------ Dennis B. Gillings, Chief Executive Officer Date August 14, 1996 /s/ Rachel R. Selisker --------------------------- ------------------------------------ Rachel R. Selisker, Chief Financial Officer 15 16 EXHIBIT INDEX Exhibit Description Page ------- ----------- ---- 4.01 Indenture, dated as of May 17, 1996, between the Company and Marine Midland Bank, as Trustee, with respect to the Company's 4.25% Convertible Subordinated Notes due May 31, 2000. 4.02 Form of the Company's 4.25% Convertible Subordinated Notes due May 31, 2000, as included in the Indenture, filed herewith as Exhibit 4.01. 4.03 Registration Rights Agreement, dated as of May 17, 1996, by and among the Company, Goldman Sachs International and Smith Barney, Inc. 27 Financial Data Schedule (for SEC use only)