-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, I0aeOscetGDno3KRnA9ogW5VKlEr5GHiKQiu//jJhN5/LWWoSgyq6l/6uETsukWF sDqxVxXosmV972O/YP+81g== 0000950116-02-002372.txt : 20021023 0000950116-02-002372.hdr.sgml : 20021023 20021023171036 ACCESSION NUMBER: 0000950116-02-002372 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20021023 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20021023 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ERESEARCHTECHNOLOGY INC /DE/ CENTRAL INDEX KEY: 0001026650 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-TESTING LABORATORIES [8734] IRS NUMBER: 223264604 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-29100 FILM NUMBER: 02796404 BUSINESS ADDRESS: STREET 1: 30 SOUTH 17TH STREET CITY: PHILADELPHIA STATE: PA ZIP: 19103 BUSINESS PHONE: 2159720420 MAIL ADDRESS: STREET 1: 30 SOUTH 17TH STREET CITY: PHILADELPHIA STATE: PA ZIP: 19102 FORMER COMPANY: FORMER CONFORMED NAME: PREMIER RESEARCH WORLDWIDE LTD DATE OF NAME CHANGE: 19961107 8-K 1 eight-k.txt 8-K 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: October 23, 2002 (Date of earliest event reported) eResearchTechnology, Inc. ----------------------------------------------------------- (Exact name of registrant as specified in its charter) Delaware 0-29100 22-3264604 - ----------------------------- ------------- ------------------- (State or other jurisdiction (Commission (I.R.S. Employer of incorporation) File Number) Identification No.) 30 South 17th Street, Philadelphia, PA 19103 ------------------------------------------ ------------------ (Address of principal executive offices) (Zip Code) 215-972-0420 ---------------------------------------------------- (Registrant's telephone number, including area code) Item 5. OTHER EVENTS 5.1 Attached hereto as Exhibit 99.1 and incorporated by reference herein is financial information for eResearchTechnology, Inc. for the quarter and nine months ended September 30, 2002 and forward-looking statements relating to the fourth quarter of 2002 and the first quarter and full year of 2003 as presented in a press release of October 23, 2002. Item 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS (c) Exhibits 99.1 Third Quarter 2002 Earnings Press Release dated October 23, 2002. 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. ERESEARCHTECHNOLOGY, INC. (Registrant) Date: October 23, 2002 By: /s/ Bruce Johnson ---------------------------- Bruce Johnson Chief Financial Officer (Principal Financial and Accounting Officer) EX-99 3 ex99-1.txt EXHIBIT 99.1 EXHIBIT 99.1 FOR IMMEDIATE RELEASE - --------------------- Contact: Bruce Johnson, CFO Matt Hayden eResearchTechnology, Inc. Hayden Communications (215) 282-5580 (843) 272-4653 eResearchTechnology, Inc. Reports Third Quarter 2002 Operating Results Achieves Revenue Growth of 49% Over Prior Year and EPS of 12 Cents vs. 3 Cents in the Prior Year PHILADELPHIA, PA October 23, 2002/PR Newswire/--eResearchTechnology, Inc. (eRT), (NASDAQ: ERES) reported today its financial results for the third quarter of 2002. Net revenues for the three months ended September 30, 2002 were $10.9 million versus $7.3 million for the three months ended September 30, 2001. The company reported net income of $1.4 million or $0.12 per diluted share in the third quarter of 2002, compared to net income of $272,000 or $0.03 per diluted share in the third quarter of 2001. Net revenues for the nine months ended September 30, 2002 were $29.4 million versus $20.2 million for the nine months ended September 30, 2001. The company reported net income of $3.2 million or $0.29 per diluted share for the nine months ended September 30, 2002, compared to a net loss of $5.1 million or $0.49 per diluted share for the same period in the prior year. The results for the nine months ended September 30, 2001 included an impairment charge of $5.0 million, which increased the net loss by $0.48 per diluted share. "The company's performance reflects increasing traction in our digital business, growing backlog, and excellent operating leverage," stated Joseph Esposito, President and CEO. Mr. Esposito added, "We are pleased with the company's progress and anticipate continued momentum based upon regulatory initiatives and industry opportunities supporting significant growth in the digital collection, interpretation and distribution of cardiac safety and clinical data where we have demonstrated our market leadership." Company Financial Guidance The following statements are based on current expectations. These statements are forward-looking and actual results may differ materially. Revenue for the fourth quarter of 2002 is expected to exceed $11.1 million with earnings per share of $0.12. For 2003, the company expects revenues to exceed $11.5 million in the first quarter and to exceed $53 million for the full year. Earnings per share for the first quarter is expected to increase from $0.06 in 2002 to $0.11 in 2003 and to increase by at least 50% for the full year of 2003. With $21.4 million in cash and short-term investments at September 30, 2002, the company has sufficient capital on hand to complete this year's business plan and position the company for future growth. The company's third quarter conference call will take place at 9:00 A.M., EDT, on Thursday, October 24, 2002. Anyone interested in participating should call 888-881-4892 when calling within the United States or 416-640-4127 when calling internationally. There will be a playback available until October 31, 2002. To listen to the playback, please call 877-289-8525 when calling within the United States or 416-640-1917 when calling internationally. Please use pass code 216113 for the replay. Based in Philadelphia, PA, eResearchTechnology, Inc. (www.ert.com) is a provider of technology and services to the pharmaceutical, biotechnology and medical device industries on a global basis. The company is a market leader in providing centralized core-diagnostic electrocardiographic (ECG) technology and services to evaluate cardiac safety in clinical development. The company is also a leader in providing technology and services to streamline the clinical trials process by enabling its customers to automate the collection, analysis, and distribution of clinical data in all phases of clinical development. Statements included in this release may constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements involve a number of risks and uncertainties such as competitive factors, technological development, market demand, and the company's ability to obtain new contracts and accurately estimate net revenues and net income due to variability in size, scope and duration of projects, and internal issues in the sponsoring client. Further information on potential factors that could affect the company's financial results can be found in the company's Reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission.
eResearchTechnology, Inc. and Subsidiaries Consolidated Statements of Operations (in thousands, except per share information) (unaudited) Three Months Ended September 30, Nine Months Ended September 30, 2002 2001 2002 2001 --------------- --------------- --------------- ---------------- Net revenues: Licenses and subscriptions $ 473 $ 71 $ 1,723 $ 332 Services 10,451 7,260 27,666 19,851 ------- ------- ------- ------- Total net revenues 10,924 7,331 29,389 20,183 ------- ------- ------- ------- Costs of revenues: Cost of licenses and subscriptions 279 175 565 409 Cost of services 4,773 2,988 12,180 9,143 ------- ------- ------- ------- Total costs of revenues 5,052 3,163 12,745 9,552 ------- ------- ------- ------- Gross margin 5,872 4,168 16,644 10,631 ------- ------- ------- ------- Operating expenses: Selling and marketing 1,571 1,370 4,968 4,100 General and administrative 1,441 1,388 4,181 3,989 Research and development 915 1,188 3,166 3,653 ------- ------- ------- ------- Total operating expenses 3,927 3,946 12,315 11,742 ------- ------- ------- ------- Operating income (loss) 1,945 222 4,329 (1,111) Other income, net 58 231 402 835 Investment impairment charge - - - (4,970) Gain on sale of domestic CRO operations - - 35 232 ------- ------- ------- ------- Income (loss) before income taxes 2,003 453 4,766 (5,014) Income tax provision (benefit) 641 181 1,525 (41) Minority interest dividend - - - 116 ------- ------- ------- ------- Net income (loss) $ 1,362 $ 272 $ 3,241 $(5,089) ======= ======= ======= ======= Basic net income (loss) per share $ 0.13 $ 0.03 $ 0.31 $ (0.49) Shares used to calculate basic net income (loss) per share 10,516 10,435 10,454 10,446 Diluted net income (loss) per share $ 0.12 $ 0.03 $ 0.29 $ (0.49) Shares used to calculate diluted net income (loss) per share 11,423 10,561 11,246 10,446
eResearchTechnology, Inc. and Subsidiaries Consolidated Balance Sheets (in thousands, except per share and share amounts) September 30, 2002 December 31, 2001 ------------------ ----------------- ASSETS (unaudited) Current assets: Cash and cash equivalents $ 13,805 $ 11,364 Short-term investments 7,604 7,066 Marketable securities 338 2,695 Accounts receivable, net 7,594 5,900 Prepaid expenses and other 3,017 1,320 Deferred income taxes 212 212 -------- -------- Total current assets 32,570 28,557 Property and equipment, net 11,968 8,110 Goodwill, net 1,212 1,212 Investments in non-marketable securities 509 509 Other assets 21 21 Deferred income taxes 1,165 2,591 -------- -------- $ 47,445 $ 41,000 ======== ======== LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Accounts payable $ 1,829 $ 1,383 Accrued expenses 2,306 2,394 Income taxes payable 67 461 Current portion of capital lease obligations 585 155 Deferred revenues 5,218 3,475 -------- -------- Total current liabilities 10,005 7,868 -------- -------- Capital lease obligations 929 340 -------- -------- 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, 11,451,014 and 11,236,031 shares issued 114 112 Additional paid-in capital 40,100 39,031 Accumulated other comprehensive income 72 665 Treasury stock, 895,500 shares at cost (3,229) (3,229) Accumulated deficit (546) (3,787) -------- -------- Total stockholders' equity 36,511 32,792 -------- -------- $ 47,445 $ 41,000 ======== ========
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