UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
[ X ] Quarterly report pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934. For the quarterly period ended March 31, 2003
--------------
or
[ ] Transitional report pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the transitional period from ________________ to__________________
Commission file number 0-29100
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eResearchTechnology, Inc.
-------------------------
(Exact name of registrant as specified in its charter)
Delaware 22-3264604
--------------------------------------------- ------------------------------------
(State or other jurisdiction of incorporation (I.R.S. Employer Identification No.)
or organization)
30 South 17th Street
Philadelphia, PA 19103
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(Address of principal executive offices) (Zip Code)
215-972-0420
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(Registrant's telephone number, including area code)
--------------------------------------------------------------------------------
(Former name, former address and formal 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 by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Act).
X Yes No
--------- ---------
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
The number of shares of Common Stock, $.01 par value, outstanding as of April
30, 2003, was 10,919,359.
eResearchTechnology, Inc. and Subsidiaries
INDEX
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Page
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Part I. Financial Information
Item 1. Consolidated Financial Statements
Consolidated balance sheets--December 31, 2002 and March 31, 2003 (unaudited) 3
Consolidated statements of operations (unaudited)--Three Months
Ended March 31, 2002 and 2003 4
Consolidated statements of cash flows (unaudited)--Three Months
Ended March 31, 2002 and 2003 5
Notes to consolidated financial statements (unaudited) 6-10
Item 2. Management's Discussion and Analysis of Financial Condition and Results of
Operations 11-18
Item 3. Qualitative and Quantitative Disclosures about Market Risk 18
Item 4. Controls and Procedures 18
Part II. Other Information
Item 6. Exhibits and Reports on Form 8-K 19
a.) Exhibits
b.) Reports on Form 8-K
Signatures 20
Certifications 21-22
2
Part 1. Financial Information
Item 1. Consolidated Financial Statements
eResearchTechnology, Inc. and Subsidiaries
Consolidated Balance Sheets
(in thousands, except per share and share amounts)
December 31, 2002 March 31, 2003
----------------- --------------
(unaudited)
Assets
Current assets:
Cash and cash equivalents $17,443 $16,876
Short-term investments 9,307 10,815
Accounts receivable, net 6,954 9,078
Prepaid expenses and other 2,542 2,722
Deferred income taxes 485 315
------- -------
Total current assets 36,731 39,806
Property and equipment, net 12,587 13,128
Goodwill 1,212 1,212
Investments in non-marketable securities 509 509
Other assets 21 21
Deferred income taxes 2,332 2,721
------- -------
$53,392 $57,397
======= =======
Liabilities and Stockholders' Equity
Current liabilities:
Accounts payable $ 2,000 $ 1,581
Accrued expenses 3,705 3,148
Income taxes payable 960 793
Current portion of capital lease obligations 599 613
Deferred revenues 4,774 4,517
------- -------
Total current liabilities 12,038 10,652
------- -------
Capital lease obligations, excluding current portion 774 615
------- -------
Commitments and contingencies
Stockholders' equity:
Preferred stock - $10.00 par value, 500,000 shares authorized,
none issued and outstanding - -
Common stock - $.01 par value, 15,000,000 shares authorized,
11,462,191 and 11,788,607 shares issued, respectively 115 118
Additional paid-in capital 40,921 44,274
Accumulated other comprehensive income 410 310
Retained earnings 2,363 4,818
Treasury stock, 895,500 and 902,782 shares at cost (3,229) (3,390)
------- -------
Total stockholders' equity 40,580 46,130
------- -------
$53,392 $57,397
======= =======
The accompanying notes are an integral part of these statements.
3
eResearchTechnology, Inc. and Subsidiaries
Consolidated Statements of Operations
(in thousands, except per share information)
Three Months Ended March 31,
----------------------------
2002 2003
------- -------
(unaudited)
Net revenues:
Licenses $ 754 $ 1,189
Services 7,607 12,394
------- -------
Total net revenues 8,361 13,583
------- -------
Costs of revenues:
Cost of licenses 134 144
Cost of services 3,401 5,187
------- -------
Total costs of revenues 3,535 5,331
------- -------
Gross margin 4,826 8,252
------- -------
Operating expenses:
Selling and marketing 1,475 1,823
General and administrative 1,342 1,509
Research and development 1,159 1,064
------- -------
Total operating expenses 3,976 4,396
------- --------
Operating income 850 3,856
Other income, net 158 56
Gain on sale of domestic CRO operation 35 -
------- --------
Income before income taxes 1,043 3,912
Income tax provision 334 1,457
------- -------
Net income $ 709 $ 2,455
======= =======
Basic net income per share $ 0.07 $ 0.23
======= =======
Diluted net income per share $ 0.06 $ 0.21
======= =======
Shares used to calculate basic
net income per share 10,387 10,734
======= =======
Shares used to calculate diluted
net income per share 10,981 11,666
======= =======
The accompanying notes are an integral part of these statements.
4
eResearchTechnology, Inc. and Subsidiaries
Consolidated Statements of Cash Flows
(in thousands)
Three Months Ended March 31,
----------------------------
2002 2003
------- -------
(unaudited)
Operating activities:
Net income $ 709 $ 2,455
Adjustments to reconcile net income to net cash
provided by operating activities:
Gain on sale of domestic CRO operation (35) -
Gain on sale of marketable securities (2) -
Depreciation and amortization 545 1,097
Stock option income tax benefits - 1,475
Changes in operating assets and liabilities:
Accounts receivable 141 (2,156)
Prepaid expenses and other (427) (151)
Accounts payable 175 (416)
Accrued expenses (334) (545)
Income taxes 337 (381)
Deferred revenues 1,101 (248)
------- -------
Net cash provided by operating activities 2,210 1,130
------- -------
Investing activities:
Purchases of property and equipment (1,481) (1,677)
Purchases of short-term investments (883) (1,800)
Proceeds from sales of short-term investments 810 292
Proceeds from sales of marketable securities 246 -
------- -------
Net cash used in investing activities (1,308) (3,185)
------- -------
Financing activities:
Repayments of capital lease obligations (59) (145)
Net proceeds from exercise of stock options 430 1,720
------- -------
Net cash provided by financing activities 371 1,575
------- -------
Effect of exchange rate changes on cash - (87)
------- -------
Net increase (decrease) in cash and cash equivalents 1,273 (567)
Cash and cash equivalents, beginning of period 11,364 17,443
------- -------
Cash and cash equivalents, end of period $12,637 $16,876
======= =======
The accompanying notes are an integral part of these statements.
5
eResearchTechnology, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
(Unaudited)
Note 1. Basis of Presentation
The accompanying unaudited consolidated financial statements, which include the
accounts of eResearchTechnology, Inc. (the "Company") and its wholly owned
subsidiaries, 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 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 adjustments)
considered necessary for fair presentation have been included. Operating results
for the three month period ended March 31, 2003 are not necessarily indicative
of the results that may be expected for the year ending December 31, 2003.
Further information on potential factors that could affect the Company's
financial results can be found in the Company's Report on Form 10-K filed with
the Securities and Exchange Commission and in this Form 10-Q.
Note 2. Summary of Significant Accounting Policies
Principles of Consolidation. The consolidated financial statements include the
accounts of the Company and its wholly owned subsidiaries. All inter-company
balances and transactions have been eliminated in consolidation.
Reclassifications. The consolidated financial statements for prior periods have
been reclassified to conform to the current period's presentation.
Management's Use of Estimates. The preparation of financial statements in
conformity with generally accepted accounting principles requires management to
make estimates and assumptions that affect the reported amounts of assets and
liabilities, disclosure of contingent assets and liabilities at the date of the
financial statements and the reported amounts of revenues and expenses during
the reporting period. Actual results could differ from those estimates.
Property and Equipment. Pursuant to SOP 98-1, "Accounting for the Costs of
Computer Software Developed or Obtained for Internal Use," the Company
capitalizes costs associated with internally developed and/or purchased software
systems for new products and enhancements to existing products that have reached
application development stage and meet recoverability tests. These costs are
included in property and equipment. Capitalized costs include external direct
costs of materials and services utilized in developing or obtaining internal-use
software, and payroll and payroll-related expenses for employees who are
directly associated with and devote time to the internal-use software project.
Amortization of capitalized software development costs ($0 and $252,000 for the
quarters ended March 31, 2002 and 2003, respectively) is charged to the cost of
the Cardiac Safety services product. For the three months ended March 31, 2002
and 2003, the Company capitalized $640,000 and $367,000, respectively, of
software development costs. All other research and development costs have been
expensed as incurred.
When events or circumstances so indicate, the Company assesses the potential
impairment of its intangible assets and other long-lived assets based on
anticipated undiscounted cash flows from the assets. Such events and
circumstances include a sale of all or a significant part of the operations
associated with the long-lived asset, or a significant decline in the operating
performance of the asset. If an impairment is indicated, the amount of
impairment charge would be calculated by comparing the anticipated discounted
future cash flows to the carrying value of the long-lived asset. At March 31,
2003, no impairment was indicated.
Stock-Based Compensation. In December 2002, Statement of Financial Accounting
Standards (SFAS) No. 148, "Accounting for Stock-Based Compensation - Transition
and Disclosure, an amendment of FASB Statement No. 123," was issued. SFAS No.
148 amended SFAS No. 123, "Accounting for Stock-Based Compensation," to provide
alternative methods of transition for a voluntary change to the fair value based
method of accounting for stock-based employee compensation. In addition, SFAS
No. 148 amends the disclosure requirements of SFAS No. 123 related to the
disclosures about the method of accounting for stock-based employee compensation
and the effect of the method used on reported results. The disclosure provisions
of SFAS No. 148 are applicable to interim or annual periods that end after
December 15, 2002, and as such have been incorporated below.
6
SFAS No. 123, as amended by SFAS No. 148, permits companies to (i) recognize as
expense the fair value of stock-based awards, or (ii) continue to apply the
provisions of Accounting Principles Board (APB) Opinion No. 25, "Accounting for
Stock Issued to Employees" and related interpretations, and provide pro forma
net income and earnings per share disclosures for employee stock option grants
as if the fair value based method defined in SFAS No. 123 had been applied. The
Company continues to apply the provisions of APB Opinion No. 25 and provide the
pro forma disclosures in accordance with the provisions of SFAS Nos. 123 and 148
to its stock option plans. Under APB Opinion No. 25, the Company has not
recorded any stock-based employee compensation cost associated with the
Company's stock option plan, as all options granted under the plan had an
exercise price equal to the market value of the underlying common stock on the
date of grant.
The following table illustrates the effect on the net income and earnings per
share if the Company had applied the fair value recognition provisions of SFAS
No. 123 to its stock option plans (in thousands, except per share amounts):
Three Months Ended March 31,
----------------------------
2002 2003
----- ------
Net income, as reported $ 709 $2,455
Deduct: Net stock-based employee compensation expense determined
under fair value based method (182) (212)
----- ------
Pro forma net income $ 527 $2,243
===== ======
Earnings per share:
Basic - as reported $0.07 $ 0.23
Basic - pro forma $0.05 $ 0.21
Diluted - as reported $0.06 $ 0.21
Diluted - pro forma $0.05 $ 0.19
Pro forma net income reflects only options granted through March 31, 2003 and,
therefore, may not be representative of the effects for future periods.
Stock Split. On July 16, 2002, the Company effected a 3-for-2 split of its
common stock. The stock split has been retroactively reflected in the
accompanying consolidated financial statements.
Note 3. Investment Impairment Charge - Non-Marketable Securities
At March 31, 2003, investments in non-marketable securities consist of an
investment in AmericasDoctor.com, Inc., which is accounted for under the cost
method in accordance with APB Opinion No. 18, "The Equity Method of Accounting
for Investments in Common Stock." As of March 31, 2001, in accordance with APB
No. 18, management determined that a decrease in value of the investment
occurred which was deemed to be other than temporary, and as a result wrote down
the cost basis of the investment from $2,300,000 to $1,076,000. In connection
with this write-down, an investment impairment charge of $1,224,000 was recorded
during the quarter ended March 31, 2001. In December 2001, management determined
that an additional decrease in the value of the investment occurred which was
deemed to be other than temporary, and as a result wrote down the cost basis of
the investment from $1,076,000 to $509,000. In connection with this write-down,
an investment impairment charge of $566,000 was recorded during the quarter
ended December 31, 2001.
The Company will continue to assess the fair value of this investment and
whether or not any decline in fair value below the current cost basis is deemed
to be other than temporary. If a decline in the fair value of this investment is
judged to be other than temporary, the cost basis of this investment would be
written down to fair value, and the amount of the write-down would be included
in the Company's results. Given the current performance and general market
conditions for technology related companies, additional write-downs of this
investment may occur in the future.
7
Note 4. Net Income per Common Share
The Company follows SFAS No. 128, "Earnings per Share." This statement requires
the presentation of basic and diluted earnings per share. Basic net income per
share is computed by dividing net income by the weighted average number of
shares of common stock outstanding during the period. Diluted net income per
share is computed by dividing net income by the weighted average number of
shares of common stock outstanding during the period, adjusted for the dilutive
effect of common stock equivalents, which consist primarily of stock options,
using the treasury stock method.
The table below sets forth the reconciliation of the numerators and denominators
of the basic and diluted net income per share computations (in thousands, except
per share information):
Three Months Ended March 31,
----------------------------
Per
Net Share
2002 Income Shares Amount
---- ------ ------ ------
Basic net income............................................ $ 709 10,387 $ 0.07
Effect of dilutive shares................................... - 594 (0.01)
------ ------ ------
Diluted net income.......................................... $ 709 10,981 $ 0.06
====== ====== ======
2003
----
Basic net income............................................ $2,455 10,734 $ 0.23
Effect of dilutive shares................................... - 932 (0.02)
------ ------ ------
Diluted net income.......................................... $2,455 11,666 $ 0.21
====== ====== ======
Options to purchase 1,670,951 shares of common stock were outstanding at March
31, 2002 and were included in the computation of diluted net income per share.
Options to purchase 90,000 shares of common stock were outstanding at March 31,
2002 but were not included in the computation of diluted net income per share
because the exercise prices were greater than the average market price of the
Company's common stock during the period.
Options to purchase 1,436,512 shares of common stock were outstanding at March
31, 2003 and were included in the computation of diluted net income per share.
Note 5. Comprehensive Income
The Company follows SFAS No. 130, "Reporting Comprehensive Income." The
Company's comprehensive income includes net income and unrealized gains and
losses from foreign currency translation and marketable securities. The foreign
currency translation adjustment was immaterial as of March 31, 2002. For the
three months ended March 31, 2003, the Company recorded a foreign currency
translation adjustment of $100,000, which reduced the accumulated foreign
currency translation income to $310,000. For the three months ended March 31,
2002, the Company recorded an unrealized gain for the mark to market of $634,000
from its investment in marketable securities.
Note 6. Recent Pronouncements
The Financial Accounting Standards Board (FASB) recently issued SFAS No. 145,
"Rescission of FASB Statements No. 4, 44 and 64, Amendment of FASB Statement No.
13 and Technical Corrections," SFAS No. 146, "Accounting for Costs Associated
with Exit or Disposal Activities," Interpretation No. 45, "Guarantor's
Accounting and Disclosure Requirements for Guarantees, Including Indirect
Guarantees of Indebtedness of Others," and Interpretation No. 46, "Consolidation
of Variable Interest Entities." The EITF recently reached a consensus on EITF
Issue No. 00-21, "Revenue Arrangements with Multiple Deliverables."
In April 2002, the FASB issued SFAS No. 145, which is effective for fiscal years
beginning after May 15, 2002 for provisions related to SFAS No. 4, effective for
all transactions occurring after May 15, 2002 for provisions related to SFAS No.
13 and effective for all financial statements issued on or after May 15, 2002
for all other provisions of this Statement. The Company adopted SFAS No. 145 on
May 16, 2002 and the adoption did not have any impact on the Company's financial
statements.
8
In July 2002, the FASB issued SFAS No. 146, which addresses the financial
accounting and reporting of expenses related to restructurings initiated after
2002, and applies to costs associated with an exit activity (including a
restructuring) or with a disposal of long-lived assets. Those activities can
include eliminating or reducing product lines, terminating employees and
contracts, and relocating plant facilities or personnel. Under SFAS No. 146, a
company will record a liability for a cost associated with an exit or disposal
activity when the liability is incurred and can be measured at fair value. The
provisions of SFAS No. 146 are effective prospectively for exit or disposal
activities initiated after December 31, 2002.
In November 2002, the FASB issued Interpretation No. 45, which elaborates on the
disclosures to be made by a guarantor in its interim and annual financial
statements about its obligations under guarantees issued. The Interpretation
also clarifies that a guarantor is required to recognize, at inception of a
guarantee, a liability for the fair value of the obligation undertaken. The
initial recognition and measurement provisions of the Interpretation are
applicable to guarantees issued or modified after December 31, 2002. The
disclosure requirements are effective for financial statements of interim or
annual periods ending after December 15, 2002. The adoption of FASB
Interpretation No. 45 did not have any impact on the Company's financial
statements.
In January 2003, the FASB issued Interpretation No. 46, which addresses the
consolidation by business enterprises of variable interest entities as defined
in the Interpretation. The Interpretation applies immediately to variable
interests in variable interest entities created after January 31, 2003, and to
variable interests in variable interest entities obtained after January 31,
2003. The application of this Interpretation did not have any effect on the
Company's financial statements.
The EITF recently reached a consensus on EITF Issue No. 00-21, which provides
accounting guidance for customer solutions where delivery or performance of
products, services and/or performance may occur at different points in time or
over different periods of time. Companies are required to adopt this consensus
for fiscal periods beginning after June 15, 2003. The Company believes the
adoption of EITF Issue No. 00-21 will not have a material impact on the
Company's financial position, results of operations, or liquidity.
Note 7. Operating Segments / Geographic Information
Commencing in 2003, the Company considers its operations to consist of one
segment. The development of the one segment corresponds to the implementation of
the Company's refinement in strategic focus in late 2002, and represents
management's view of the Company's operations. Prior to 2003, the Company's
reportable segments were Cardiac Safety and Clinical Research Technology and
Services. All prior periods have been restated to conform to the current-year
presentation.
The Company operates on a worldwide basis with two locations in the United
States and one location in the United Kingdom, which is categorized below as
North America and Europe, respectively.
Geographic information is as follows:
Three Months Ended March 31, 2002
-----------------------------------
North
America Europe Total
------------- -------- ------
License revenues $ 740 $ 14 $ 754
Service revenues 5,697 1,910 7,607
------------- -------- ------
Net revenues from external customers 6,437 1,924 8,361
Operating income 364 486 850
Identifiable assets 40,418 3,077 43,495
9
Three Months Ended March 31, 2003
---------------------------------
North
America Europe Total
------- ------ -------
License revenues $ 1,087 $ 102 $ 1,189
Service revenues 10,180 2,214 12,394
------- ------ -------
Net revenues from external customers 11,267 2,316 13,583
Operating income 3,203 653 3,856
Identifiable assets 51,168 6,229 57,397
Note 8. Subsequent Event
On April 23, 2003, the Company announced that its Board of Directors approved a
2-for-1 split of its common stock. The shares will be distributed on May 29,
2003, to stockholders of record on May 6, 2003.
10
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
Cautionary Statement for Forward-Looking Information
The following discussion and analysis should be read in conjunction with our
financial statements and the related notes to the financial statements appearing
elsewhere in this report. The following includes a number of forward-looking
statements that reflect our current views with respect to future events and
financial performance. We use words such as anticipate, believe, expect, intend,
and similar expressions to identify forward-looking statements. You should not
place undue reliance on these forward-looking statements, which apply only as of
the date of this report. These forward-looking statements are subject to risks
and uncertainties such as competitive factors, technology development, market
demand and our ability to obtain new contracts and accurately estimate net
revenues due to variability in size, scope and duration of projects, and
internal issues of the sponsoring client. These and other risk factors have been
further discussed in our Report on Form 10-K dated December 31, 2002. Such risks
and uncertainties could cause actual results to differ materially from
historical results or future predictions. Further information on potential
factors that could affect our financial results can be found throughout this
Form 10-Q and our other reports filed with the Securities and Exchange
Commission.
Overview
We are a provider of technology and services that enable the pharmaceutical,
biotechnology and medical device industries to collect, interpret and distribute
cardiac safety and clinical data more efficiently. We are a market leader in
providing centralized electrocardiographic (ECG) services (Cardiac Safety
services) and a leading provider of technology and services that streamline the
clinical trials process by enabling our customers to evolve from traditional,
paper-based methods to electronic processing that leverages the power of the
Internet.
We were founded in 1977 to provide a number of clinical research related
services, including Cardiac Safety services, used to evaluate the safety of new
drugs. In February 1997, we completed an initial public offering of our common
stock. In October 1997, we acquired the assets and business of a provider of
clinical research technology and consulting services to the pharmaceutical,
biotechnology and medical device industry. Starting in 2000, we concentrated our
products and services offerings on providing premier Cardiac Safety services and
clinical research technology and consulting services.
Our solutions improve the collection, analysis and distribution of cardiac
safety and clinical data in order to safely accelerate new drug and device
development processes. We globally offer the following products and services:
Cardiac Safety. Cardiac Safety / EXPeRT(TM) ECG services provide
intelligent, workflow-enabled data handling and distribution of digital
and paper-based ECG data and images as well as analysis and physician
electrocardiographer interpretation of ECGs performed on research
subjects in connection with our customers' clinical trials.
eResNet(TM). The eResearch Network(TM) (eResNet) technology provides an
integrated end-to-end clinical research solution that includes trials,
data and safety management modules.
eDE(TM). eData Entry(TM) (eDE) technology provides a comprehensive
electronic data capture (EDC) capability comprised of technology
formulated to deliver rapid time to market benefit for electronic trial
initiatives.
eResCom(TM). eResCom is a central command and control Web portal that
provides real-time information related to monitoring clinical trial
activities, data quality and safety.
Consulting. We provide a full spectrum of consulting services for all
of our products that augment the implementation and execution efforts
of customers.
Our license revenues consist of license fees for upfront license sales and
monthly and annual license sales. Our services revenues consist of Cardiac
Safety services, technology consulting and training services and software
maintenance services.
11
We recognize software revenues in accordance with Statement of Position 97-2,
Software Revenue Recognition, as amended by Statement of Position 98-9.
Accordingly, we recognize up-front license fee revenues under the residual
method when a formal agreement exists, delivery of the software and related
documentation has occurred, collectibility is probable and the license fee is
fixed or determinable. We recognize monthly and annual license fee revenues over
the term of the arrangement. Hosting service fees are recognized evenly over the
term of service. Cardiac Safety service revenues consist of revenues from
services that we provide on a fee-for-service basis and we recognize such
revenues as the services are performed. We recognize revenues from software
maintenance contracts on a straight-line basis over the term of the maintenance
contract, which is typically twelve months. We provide consulting and training
services on a time and materials basis and recognize revenues as we perform the
services.
Cost of licenses consists primarily of application service provider (ASP) fees
for those customers that choose hosting, the cost of producing compact disks and
related documentation and royalties paid to third parties in connection with
their contributions to our product development. Cost of services includes the
cost of Cardiac Safety services and the cost of technology consulting, training
and maintenance services. Cost of Cardiac Safety services consists primarily of
direct costs related to our centralized Cardiac Safety services and includes
wages, fees paid to outside consultants, depreciation, shipping expenses and
other direct operating costs. Cost of technology consulting, training and
maintenance services consists primarily of wages, fees paid to outside
consultants and other direct operating costs related to our consulting and
customer support functions. Selling and marketing expenses consist primarily of
wages and commissions paid to sales personnel, travel expenses and advertising
and promotional expenditures. General and administrative expenses consist
primarily of wages and direct costs for our finance, administrative, corporate
information technology and executive management functions, in addition to
professional service fees. Research and development expenses consist primarily
of wages paid to our product development staff, costs paid to outside
consultants and direct costs associated with the development of our technology
products.
We conduct our operations through offices in the United States and the United
Kingdom (UK). Our international net revenues represented 23.0% and 17.1% of
total net revenue for the three months ended March 31, 2002 and 2003,
respectively.
12
Results of Operations
The following table presents certain financial data as a percentage of total net
revenues:
Three Months Ended March 31,
----------------------------
2002 2003
----- -----
Net revenues:
Licenses 9.0% 8.8%
Services 91.0% 91.2%
----- -----
Total net revenues 100.0% 100.0%
----- -----
Costs of revenues:
Cost of licenses 1.6% 1.0%
Cost of services 40.7% 38.2%
----- -----
Total costs of revenues 42.3% 39.2%
----- -----
Gross margin 57.7% 60.8%
----- -----
Operating expenses:
Selling and marketing 17.6% 13.4%
General and administrative 16.0% 11.1%
Research and development 13.9% 7.9%
----- -----
Total operating expenses 47.5% 32.4%
----- -----
Operating income 10.2% 28.4%
Other income, net 1.9% 0.4%
Gain on sale of domestic CRO operation 0.4% 0.0%
----- -----
Income before income taxes 12.5% 28.8%
Income tax provision 4.0% 10.7%
----- -----
Net income 8.5% 18.1%
===== =====
13
Three Months Ended March 31, 2003 Compared to Three Months Ended March 31, 2002
The following table presents statements of operations with product line detail
(in thousands):
Three Months Ended March 31,
----------------------------
2002 2003 Increase (Decrease)
------ ------- -------------------
Licenses:
Net revenues $ 754 $ 1,189 $ 435 57.7%
Costs of revenues 134 144 10 7.5%
------ ------- ------
Gross margin 620 1,045 425 68.5%
Services:
Cardiac Safety
Net revenues 6,288 10,536 4,248 67.6%
Costs of revenues 2,698 4,323 1,625 60.2%
------ ------- ------
Gross margin 3,590 6,213 2,623 73.1%
Technology consulting and training
Net revenues 366 852 486 132.8%
Costs of revenues 377 604 227 60.2%
------ ------- ------
Gross margin (11) 248 259 2,354.5%
Software maintenance
Net revenues 953 1,006 53 5.6%
Costs of revenues 326 260 (66) (20.2%)
------ ------- ------
Gross margin 627 746 119 19.0%
Total services
Net revenues 7,607 12,394 4,787 62.9%
Costs of revenues 3,401 5,187 1,786 52.5%
------ ------- ------
Gross margin 4,206 7,207 3,001 71.4%
Total
Net revenues 8,361 13,583 5,222 62.5%
Costs of revenues 3,535 5,331 1,796 50.8%
------ ------- ------
Gross margin 4,826 8,252 3,426 71.0%
Operating expenses:
Selling and marketing 1,475 1,823 348 23.6%
General and administrative 1,342 1,509 167 12.4%
Research and development 1,159 1,064 (95) (8.2%)
------ ------- ------
Total operating expenses 3,976 4,396 420 10.6%
------ ------- ------
Operating income 850 3,856 3,006 353.6%
Other income, net 158 56 (102) (64.6%)
Gain on sale of domestic CRO operation 35 - (35) (100.0%)
------ ------- ------
Income before income taxes 1,043 3,912 2,869 275.1%
Income tax provision 334 1,457 1,123 336.2%
------ ------- ------
Net income $ 709 $ 2,455 $1,746 246.3%
====== ======= ======
14
The following table presents costs of revenues as a percentage of related net
revenues and operating expenses as a percentage of total net revenues:
Three Months Ended March 31,
---------------------------- Increase
2002 2003 (Decrease)
------ ------ ----------------
Cost of licenses 17.8% 12.1% (5.7%)
Cost of services:
Cardiac Safety 42.9% 41.0% (1.9%)
Technology consulting and training 103.0% 70.9% (32.1%)
Software maintenance 34.2% 25.8% (8.4%)
Total cost of services 44.7% 41.9% (2.8%)
Total costs of revenues 42.3% 39.2% (3.1%)
Operating expenses:
Selling and marketing 17.6% 13.4% (4.2%)
General and administrative 16.0% 11.1% (4.9%)
Research and development 13.9% 7.9% (6.0%)
Total net revenues increased 62.5% to $13.6 million for the three months ended
March 31, 2003 compared to $8.4 million for the three months ended March 31,
2002.
License revenues increased 57.7% to $1.2 million for the three months ended
March 31, 2003 from $754,000 for the three months ended March 31, 2002. The
increase in license revenues was primarily due to an increase in software
licensed on a monthly and annual basis.
Total service revenues increased 62.9% to $12.4 million for the three months
ended March 31, 2003 from $7.6 million for the three months ended March 31,
2002.
Cardiac Safety service revenues increased 67.6% to $10.5 million for the three
months ended March 31, 2003 compared to $6.3 million for the three months ended
March 31, 2002. The increase in Cardiac Safety service revenues was primarily
due to increased sales volume with both new and existing clients, including an
increase in revenue from the rental of cardiac safety equipment, which our
clients use to perform cardiac safety procedures. Additionally, the average
revenue per transaction has increased with a shift to digital ECG processing.
Technology consulting and training service revenues increased 132.8% to $852,000
for the three months ended March 31, 2003 compared to $366,000 for the three
months ended March 31, 2002. The increase in technology consulting and training
service revenues was primarily due to increased consulting activity for new
clients as well as increases in implementation fees from new licenses.
Software maintenance service revenues increased 5.6% to $1.0 million for the
three months ended March 31, 2003 compared to $953,000 for the three months
ended March 31, 2002. Software maintenance service revenues did not increase
proportionately with license revenues due to a low level of license sales that
included maintenance as a separate component of revenue. Annual licenses do not
contain a separate maintenance component.
Total cost of revenues increased 50.8% to $5.3 million for the three months
ended March 31, 2003 compared to $3.5 million for the three months ended March
31, 2002. As a percentage of total net revenues, total cost of revenues
decreased to 39.2% for the three months ended March 31, 2003 from 42.3% for the
three months ended March 31, 2002.
The cost of licenses increased 7.5% to $144,000 for the three months ended March
31, 2003 from $134,000 for the three months ended March 31, 2002. The increase
in the cost of licenses was primarily due to an increase in ASP hosting fees
associated with expanding hosting capabilities to support additional ASP
accounts.
As a percentage of license revenues, the cost of licenses decreased to 12.1% for
the three months ended March 31, 2003 from 17.8% for the three months ended
March 31, 2002. The decrease was due primarily to the increase in license
revenues without a comparable increase in costs, many of which are fixed in
nature.
15
The cost of services increased 52.5% to $5.2 million for the three months ended
March 31, 2003 from $3.4 million for the three months ended March 31, 2002. As a
percentage of service revenues, the cost of services decreased to 41.9% for the
three months ended March 31, 2003 from 44.7% for the three months ended March
31, 2002.
The cost of Cardiac Safety services increased 60.2% to $4.3 million for the
three months ended March 31, 2003 compared to $2.7 million for the three months
ended March 31, 2002. The increase in the cost of Cardiac Safety services was
primarily due to an increase in rental and depreciation costs associated with
cardiac safety rental equipment, and increased labor, facilities and other costs
associated with expanding capabilities to meet the growth in Cardiac Safety
service revenues. We also began amortization of our internal use software costs
during the third quarter of 2002. Additional internal use software costs were
capitalized throughout the remainder of 2002 and through the first quarter of
2003. We expect to begin amortizing the additional capitalized costs in the
second quarter of 2003.
As a percentage of Cardiac Safety service revenues, the cost of Cardiac Safety
services decreased to 41.0% for the three months ended March 31, 2003 from 42.9%
for the three months ended March 31, 2002. The decrease in the cost of Cardiac
Safety services as a percentage of Cardiac Safety service revenues was primarily
due to the increase in Cardiac Safety service revenues without a comparable
increase in costs, some of which are fixed in nature.
The cost of technology consulting and training services increased 60.2% to
$604,000 for the three months ended March 31, 2003, from $377,000 for the three
months ended March 31, 2002. The increase in the cost of technology consulting
and training services was due primarily to increased third-party consulting and
labor costs associated with the increase in technology consulting and training
service revenues.
The cost of technology consulting and training services as a percentage of
technology consulting and training service revenues decreased to 70.9% for the
three months ended March 31, 2003 from 103.0% for the three months ended March
31, 2002. The decrease in the cost of technology consulting and training
services as a percentage of technology consulting and training service revenues
was due primarily to the increase in technology consulting and training service
revenues with a less than proportional increase in costs.
The cost of software maintenance services decreased 20.2% to $260,000, or 25.8%
of software maintenance service revenues, for the three months ended March 31,
2003, from $326,000, or 34.2% of software maintenance service revenues, for the
three months ended March 31, 2002. The decrease in the cost of software
maintenance services, both in absolute terms and as a percentage of software
maintenance service revenues, was due primarily to a reduction in office rent,
depreciation and other costs during the first quarter of 2003.
Selling and marketing expenses increased 23.6% to $1.8 million for the three
months ended March 31, 2003 compared to $1.5 million for the three months ended
March 31, 2002. The increase in selling and marketing expenses was due primarily
to increased commissionable revenue and labor costs during the first quarter of
2003.
As a percentage of total net revenues, selling and marketing expenses decreased
to 13.4% for the three months ended March 31, 2003 from 17.6% for the three
months ended March 31, 2002. The decrease in selling and marketing expenses as a
percentage of total net revenues was primarily due to the increase in total net
revenues with a less than proportional increase in selling and marketing
expenses.
General and administrative expenses increased 12.4% to $1.5 million for the
three months ended March 31, 2003 from $1.3 million for the three months ended
March 31, 2002. The increase in general and administrative expenses was due
primarily to an increase in public relations and insurance expense during the
three months ended March 31, 2003.
As a percentage of total net revenues, general and administrative expenses
decreased to 11.1% for the three months ended March 31, 2003 from 16.0% for the
three months ended March 31, 2002. The decrease in general and administrative
expenses as a percentage of total net revenues was primarily due to the increase
in total net revenues with a less than proportional increase in general and
administrative expenses, many of which are fixed in nature.
Research and development expenses decreased 8.2% to $1.1 million, or 7.9% of
total net revenues, for the three months ended March 31, 2003 from $1.2 million,
or 13.9% of total net revenues, for the three months ended March 31, 2002. The
decrease in research and development expenses, both in absolute terms and as a
percentage of total net revenues, was primarily due to a reduction in labor,
third-party consulting and other related costs during the three months ended
March 31, 2003. This reduction was partially due to the capitalization of costs
associated with the development of internal use software. The capitalization of
these costs was completed at March 31, 2003 and research and development costs
are expected to increase in future periods as a result.
16
Other income, net, consisted primarily of interest income realized from our
cash, cash equivalents and short-term investments, net of interest expense
related to capital lease obligations. Additionally, $47,000 of interest income
was earned on the escrow accounts related to the sale of the domestic clinical
research operations to SCP Communications, Inc. and was recorded during the
three months ended March 31, 2002. Other income, net, decreased 64.6% to $56,000
for the three months ended March 31, 2003 compared to $158,000 for the three
months ended March 31, 2002. The primary reasons for the decrease were lower
interest rates and an increase in interest expense related to increased capital
lease obligations during the first quarter of 2003. The decrease was also due to
interest income earned on the escrow accounts, which was realized during the
three months ended March 31, 2002.
In December 1999, we sold our domestic clinical research operations to SCP
Communications, Inc. In the first quarter of 2002, we recorded $35,000 of
additional gain on the sale. During the first quarter of 2002, we finalized the
accounting for the disposition related to certain earn-outs. The escrow account
that was established in connection with the transaction has been closed
effective as of the last income distribution we received during the first
quarter of 2002.
Our effective tax rate was 32.0% and 37.25% for the three months ended March 31,
2002 and 2003, respectively. The 2003 tax rate was primarily impacted by new tax
legislation which increased our 2003 income tax liability to New Jersey. The
2002 tax rate was primarily impacted by the reversal of valuation allowances
related to certain state net operating loss carryforwards.
Liquidity and Capital Resources
At March 31, 2003, we had $16.9 million of cash and cash equivalents and $10.8
million invested in short-term investments. We generally place our investments
in money market funds, municipal securities, bonds of government sponsored
agencies, certificates of deposit with maturities of less than one year, and
A1P1 rated commercial bonds and paper.
For the three months ended March 31, 2003, our operations provided cash of $1.1
million compared to $2.2 million for the three months ended March 31, 2002. The
change was primarily the result of an increase in accounts receivable along with
a decrease in accounts payable and deferred revenues during the three months
ended March 31, 2003 compared to the three months ended March 31, 2002. This
change was partially offset by improved operating income during the three months
ended March 31, 2003.
For the three months ended March 31, 2003, our investing activities used cash of
$3.2 million compared to $1.3 million used for the three months ended March 31,
2002. The change was primarily due to an increase in the net purchases of short-
term investments during the three months ended March 31, 2003 compared to the
three months ended March 31, 2002. During the three months ended March 31, 2003,
we capitalized $1.7 million of property and equipment compared to $1.5 million
capitalized during the three months ended March 31, 2002. The increase was
primarily the result of higher purchases of computer equipment in the three
months ended March 31, 2003 compared to the three months ended March 31, 2002.
Included in property and equipment is internal use software associated with the
development of a new data and communications management services software
product used in connection with our centralized core cardiac safety
electrocardiographic services. We capitalize our internal use software costs in
accordance with SOP No. 98-1. We began amortization of internal use software
costs of $4.0 million in August of 2002, which resulted in an additional
amortization charge to the cost of Cardiac Safety services of approximately
$84,000 per month. Additional internal use software costs of $1.1 million were
capitalized throughout the remainder of 2002 and through the first quarter of
2003. We expect to begin amortizing the additional capitalized costs in the
second quarter of 2003, which will result in additional amortization charges of
approximately $22,000 per month.
For the three months ended March 31, 2003, our financing activities provided
cash of $1.6 million compared to $371,000 for the three months ended March 31,
2002. During the three months ended March 31, 2003, we received $1.7 million in
cash from the exercise of 326,416 stock options at exercise prices per option of
between $2.50 and $13.40.
17
We have a line of credit arrangement with Wachovia Bank, National Association
totaling $3.0 million. At March 31, 2003, we had no outstanding borrowings under
the line.
We expect that existing cash and cash equivalents, short-term investments,
marketable securities, cash flows from operations and available borrowings under
our line of credit will be sufficient to meet our foreseeable cash needs for at
least the next year. However, there may be acquisition and other growth
opportunities that require additional external financing and we may from time to
time seek to obtain additional funds from the public or private issuances of
equity or debt securities. There can be no assurance that such financings will
be available or available on terms acceptable to us.
Inflation
We believe the effects of inflation and changing prices generally do not have a
material adverse effect on our results of operations or financial condition.
Item 3. Qualitative and Quantitative Disclosures About Market Risk
Our primary financial market risks include fluctuations in interest rates and
currency exchange rates.
Interest Rate Risk
We generally place our investments in money market funds, municipal securities,
bonds of government sponsored agencies, certificates of deposit with fixed rates
with maturities of less than one year, and A1P1 rated commercial bonds and
paper. We actively manage our portfolio of cash equivalents, short-term
investments and marketable securities, but in order to ensure liquidity, will
only invest in instruments with high credit quality where a secondary market
exists. We have not held and do not hold any derivatives related to our interest
rate exposure. Due to the average maturity and conservative nature of our
investment portfolio, a sudden change in interest rates would not have a
material effect on the value of the portfolio. Management estimates that had the
average yield of our investments decreased by 100 basis points, our interest
income for the three months ended March 31, 2003 would have decreased by less
than $70,000. This estimate assumes that the decrease occurred on the first day
of 2003 and reduced the yield of each investment by 100 basis points. The impact
on our future interest income of future changes in investment yields will depend
largely on the gross amount of our cash, cash equivalents and short-term
investments. See "Liquidity and Capital Resources" as part of Management's
Discussion and Analysis of Financial Condition and Results of Operations.
Foreign Currency Risk
We operate on a global basis from locations in the United States and the United
Kingdom. All international net revenues are billed and expenses incurred in
either U.S. dollars or pounds sterling. As such, we face exposure to adverse
movements in the exchange rate of the pound sterling. As the currency rate
changes, translation of the income statement of our UK subsidiary from the local
currency to U.S. dollars affects year-to-year comparability of operating
results. We do not hedge translation risks because any cash flows from UK
operations are generally reinvested in the UK.
Management estimates that a 10% change in the exchange rate of the pound
sterling would have impacted the reported operating income for the three months
ended March 31, 2003 by less than $70,000.
Item 4. Controls and Procedures
Within 90 days prior to the date of this report, we carried out an evaluation,
under the supervision and with the participation of our management, including
our Chief Executive Officer and Chief Financial Officer, of the effectiveness of
the design and operation of our disclosure controls and procedures pursuant to
Rule 13a-14 promulgated by the Securities and Exchange Commission under the
Securities Exchange Act of 1934, as amended. Based upon that evaluation, our
Chief Executive Officer and Chief Financial Officer concluded that our
disclosure controls and procedures are effective in timely alerting them to
material information relating to our Company (including our consolidated
subsidiaries) required to be included in our periodic filings with the
Securities and Exchange Commission. There have been no significant changes in
our internal controls or in other factors which could significantly affect
internal controls subsequent to the date we carried out our evaluation.
18
Part II. Other Information
Item 6. Exhibits and Reports on Form 8-K
a.) Exhibits
3.1 Restated Certificate of Incorporation, as amended
99.1 Statement of Chief Executive Officer Pursuant to Section
1350 of Title 18 of the United States Code.
99.2 Statement of Chief Financial Officer Pursuant to Section
1350 of Title 18 of the United States Code.
b.) Reports on Form 8-K
On February 5, 2003, we filed a report on Form 8-K disclosing
a press release we issued on February 5, 2003, reporting our
results of operations for the quarter and year ended December
31, 2002 and providing financial guidance for fiscal 2003.
19
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.
eResearchTechnology, Inc.
(Registrant)
Date: May 9, 2003 By: JOSEPH A. ESPOSITO
------------------------
Joseph A. Esposito
President and Chief
Executive Officer,
Director (Principal
executive officer)
Date: May 9, 2003 By: BRUCE JOHNSON
------------------------
Bruce Johnson
Senior Vice President
and Chief Financial
Officer (Principal
financial and
accounting officer)
20
Certifications
I, Joseph Esposito, certify that:
1. I have reviewed this quarterly report on Form 10-Q of eResearchTechnology,
Inc.;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in this
quarterly report;
4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a. designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this quarterly report
is being prepared;
b. evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and
c. presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officer and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors:
a. all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in
internal controls; and
b. any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls; and
6. The registrant's other certifying officer and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including
any corrective actions with regard to significant deficiencies and material
weaknesses.
Date: May 9, 2003 Joseph A. Esposito
-------------------------------------
President and Chief Executive Officer
21
I, Bruce Johnson, certify that:
1. I have reviewed this quarterly report on Form 10-Q of eResearchTechnology,
Inc.;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in this
quarterly report;
4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a. designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this quarterly report
is being prepared;
b. evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and
c. presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officer and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors:
a. all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in
internal controls; and
b. any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls; and
6. The registrant's other certifying officer and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including
any corrective actions with regard to significant deficiencies and material
weaknesses.
Date: May 9, 2003 Bruce Johnson
----------------------------------------------
Sr. Vice President and Chief Financial Officer
22