-----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, MaLoic5khoYZHN1JqmwSrDEr0AJvetPhg8uHmjaz+jTysY+tzdYfwhoJ4NeacVD6 hDh9VYK53RA3NUoTM1WvtA== 0001005477-01-001232.txt : 20010223 0001005477-01-001232.hdr.sgml : 20010223 ACCESSION NUMBER: 0001005477-01-001232 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20010215 ITEM INFORMATION: FILED AS OF DATE: 20010215 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PROFESSIONAL DETAILING INC CENTRAL INDEX KEY: 0001054102 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 223562897 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 333-46321 FILM NUMBER: 1548369 BUSINESS ADDRESS: STREET 1: 10 MOUNTAINVIEW ROAD CITY: UPPER SADDLE RIVER STATE: NJ ZIP: 07458 BUSINESS PHONE: 2012588450 MAIL ADDRESS: STREET 1: 10 MOUNTAINVIEW ROAD CITY: UPPER SADDLE RIVER STATE: NJ ZIP: 07438 8-K 1 0001.txt FORM 8-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ---------- FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 15, 2001 ----------------- PROFESSIONAL DETAILING, INC. ------------------------------------------------------ (Exact name of Registrant as specified in its charter) DELAWARE 0-24249 22-2919486 - ----------------------------------- -------------------- -------------------- (State or other jurisdiction of (Commission File (IRS Employer incorporation) Number) Identification No.) 10 Mountainview Road, Upper Saddle River, NJ 07458 - ------------------------------- ---------- (Address of principal executive (Zip Code) office) (201) 258-8450 --------------------------------------------------- Registrant's telephone number, including area code: N/A ----------------------------------------------------- (Former name or former address, if changed since last report) Item 5. Other Events On February 15, 2001 the Registrant issued the following press release: "PROFESSIONAL DETAILING, INC. REPORTS FOURTH QUARTER AND YEAR-END 2000 FINANCIAL RESULTS Net total revenue up 268% to $185.4 million; operating income up 333% to $16.8 million and EPS up 221% to $0.77 per share over adjusted fourth quarter 1999 (Table 1). Upper Saddle River, New Jersey (Thursday, February 15, 2001) Professional Detailing, Inc. (Nasdaq: PDII) today announce revenue, net income and net income per share for the quarter and year ended December 31, 2000. Quarterly Results Net total revenue for the quarter ended December 31, 2000 was $185.4 million, an increase of 267.5% over net total revenue of $50.5 million for the quarter ended December 31, 1999. Net product revenue for the quarter ended December 31, 2000 was $101.0 million and was zero in the earlier period. Net service revenue for the quarter ended December 31, 2000 was $84.4 million, an increase of 67.3% over net service revenue of $50.5 million for the quarter ended December 31, 1999. Operating income for the quarter ended December 31, 2000 was $16.8 million, an increase of 332.7% over operating income (adjusted for acquisition and related expenses - Table 1) of $3.9 million for the quarter ended December 31, 1999. Net income for the quarter ended December 31, 2000 of $10.9 million increased 274.1% over net income (adjusted for acquisition and related expenses - Table 1) of $2.9 million for the quarter ended December 31, 1999. Diluted net income per share of $0.77 for the quarter ended December 31, 2000 increased 220.8% over diluted net income per share (adjusted for acquisition and related expenses - Table 1) of $0.24 for the quarter ended December 31, 1999. Annual Results Net total revenue for the twelve months ended December 31, 2000 was $416.9 million, an increase of 138.3% over net total revenue of $174.9 million for the twelve months ended December 31, 1999. Net product revenue for the twelve months ended December 31, 2000 was $101.0 million and was zero in the earlier period. Net service revenue for the twelve months ended December 31, 2000 was $315.9 million, an increase of 80.6% over net service revenue of $174.9 million for the twelve months ended December 31, 1999. Operating income for the twelve months ended December 31, 2000 was $40.9 million, an increase of 160.0% over operating income (adjusted for acquisition and related expenses - Table 1) of $15.7 million for the twelve months ended December 31, 1999. Net income for the twelve months ended December 31, 2000 of $27.0 million was 134.7% higher than net income (adjusted for acquisition and related expenses - Table 1) of $11.5 million for the twelve months ended December 31, 1999. Diluted net income per share of $1.96 for the twelve months ended December 31, 2000 was 106.3% higher than diluted net income per share (adjusted for acquisition and related expenses - - Table 1) of $0.95 for the twelve months ended December 31, 1999. 2 The Company's historical results have been restated to include the Company's acquisition of TVG, Inc. (TVG) in May of 1999 in a transaction which was accounted for as a pooling of interests. Charles T. Saldarini, Chief Executive Officer of Professional Detailing, Inc. commented, "The fourth quarter and full year results demonstrate we have been successful in creating a profitable platform for not just our fee for service contract business, but also for the full set of commercialization partnerships we are now offering and have already begun to profit from." Webcast PDI will conduct a live webcast of its Earnings Release Briefing at 5:30 PM EST on February 15, 2001. The live webcast of the event will be accessible through PDI's website, www.pdi-inc.com and will be archived on the website for future on-demand replay through March 1, 2001. Company Background & Services Professional Detailing, Inc. is a leading provider of customized sales and marketing solutions to the pharmaceutical industry. The Company designs and manages customized product detailing programs for some of the world's largest pharmaceutical companies, managing some of the largest contract sales efforts in the world. The Company has three operating segments which provide the following services: Dedicated Contract Sales Services, in which programs are customized to client specifications; Syndicated Contract Sales Services, provided through the Company's ProtoCall unit, enabling clients to tap into an existing, large-scale sales team for specific detail positions and periods; LifeCycle X-Tension Services, providing sales, marketing and distribution services for companies facing portfolio optimization challenges; LifeCycle Launch, providing commercial launch services for emerging and biotechnology companies to independently launch new brands; Medical Education and Communication Services, provided through the Company's TVG unit, through which clients can access continuing medical education, Sales Force Tactical Briefings(TM) and peer to peer promotion; and Marketing Research and Consulting Services, provided through the Company's TVG unit, enabling clients to study qualitative and quantitative aspects of brand performance on a pre-launch, launch and continuing basis. In accordance with the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and Section 21E of the Exchange Act, the Company notes that statements in this release which look forward in time involve risks and uncertainties that may cause actual results or achievements to materially differ from those indicated by the forward-looking statements. These 3 forward-looking statements include statements relating to the Company's existing programs and development of new business opportunities, as well as any other statements which are not solely historical. The Company's plans and objectives are based on assumptions involving judgments with respect to future economic, regulatory, competitive and market conditions and future business decisions, all of which are difficult or impossible to predict accurately and many of which are beyond the control of the Company. Therefore, there can be no assurance that the forward-looking statements will prove to be accurate. The Company's documents filed with the SEC, including the Company's recent Registration Statement on Form S-3, identify important factors that may cause the actual results to differ materially from those indicated by the forward-looking statements. 4 Professional Detailing, Inc. Condensed Consolidated Statements of Operations (unaudited)
Three Months Ended Twelve Months Ended December 31, December 31, ----------------------------- ----------------------------- 2000 1999 2000 1999 ------------ ------------ ------------ ------------ (in thousands, except per share data) Revenue Service, net $ 84,423 $ 50,459 $ 315,867 $ 174,902 Product, net 101,007 -- 101,007 -- ------------ ------------ ------------ ------------ Total revenue, net 185,430 50,459 416,874 174,902 ------------ ------------ ------------ ------------ Cost of goods and services Program expenses 63,893 37,073 235,354 130,121 Cost of goods sold 68,998 -- 68,998 -- ------------ ------------ ------------ ------------ Total cost of goods and services 132,891 37,073 304,352 130,121 ------------ ------------ ------------ ------------ Gross profit 52,539 13,386 112,522 44,781 Compensation expense 9,786 5,978 32,820 19,611 Other selling, general and administrative expenses(1) 25,986 3,533 38,827 9,448 Acquisition and related expenses -- (495) -- 1,246 ------------ ------------ ------------ ------------ Total selling, general and administrative expenses 35,772 9,016 71,647 30,305 ------------ ------------ ------------ ------------ Operating income 16,767 4,370 40,875 14,476 Other income, net 1,941 966 4,865 3,471 ------------ ------------ ------------ ------------ Income before provision for income taxes 18,708 5,336 45,740 17,947 Provision for income tax 7,841 2,477 18,712 7,539 ------------ ------------ ------------ ------------ Net income $ 10,867 $ 2,859 $ 27,028 $ 10,408 ------------ ------------ ------------ ------------ Basic net income per share $ 0.79 $ 0.24 $ 2.00 $ 0.87 ------------ ------------ ------------ ------------ Diluted net income per share $ 0.77 $ 0.24 $ 1.96 $ 0.86 ------------ ------------ ------------ ------------ Basic weighted average number of shares outstanding 13,768,203 11,972,112 13,503,061 11,958,196 ------------ ------------ ------------ ------------ Diluted weighted average number of shares outstanding 14,173,968 12,165,968 13,773,040 12,167,321 ------------ ------------ ------------ ------------ Pro forma data Income before provision for income taxes $ 17,947 Pro forma provision for income taxes(2) 7,677 ------------ Pro forma net income(2) $ 10,270 ------------ Pro forma basic net income per share(2) $ 0.86 ------------ Pro forma diluted net income per share(2) $ 0.84 ------------ Basic weighted average number of shares outstanding 11,958,196 ------------ Diluted weighted average number of shares outstanding 12,167,321 ------------
(1) Other selling, general and administrative expenses include the amortization of goodwill in the amount of $117K and $111K for the quarters ended December 31, 2000 and 1999, respectively, and $352K and $143K for the twelve months ended December 31, 2000 and 1999, respectively. (2) Pro forma provision for income taxes, pro forma net income, and pro forma basic and diluted net income per share for the twelve months ended December 31, 1999 reflects a provision for income taxes as if TVG had been taxed as a C corporation. Prior to its acquisition by PDI on May 12, 1999, TVG was an S corporation for Federal income tax purposes. 5 Professional Detailing, Inc. Results Excluding Acquisition and Related Expenses (unaudited) TABLE 1
Three Months Ended Twelve Months Ended December 31, December 31, ----------------------------- ----------------------------- 2000 1999 2000 1999 ------------ ------------ ------------ ------------ (in thousands, except per share data) Adjusted for acquisition and related expenses Operating income $ 16,767 $ 4,370 $ 40,875 $ 14,476 Acquisition and related expenses -- (495) -- 1,246 ------------ ------------ ------------ ------------ Adjusted operating income 16,767 3,875 40,875 15,722 Other income, net 1,941 966 4,865 3,471 ------------ ------------ ------------ ------------ Adjusted income before provision for income taxes 18,708 4,841 45,740 19,193 Adjusted provision for income taxes(3) 7,841 1,936 18,712 7,677 ------------ ------------ ------------ ------------ Adjusted net income 10,867 2,905 27,028 11,516 ------------ ------------ ------------ ------------ Adjusted basic net income per share $ 0.79 $ 0.24 $ 2.00 $ 0.96 ------------ ------------ ------------ ------------ Adjusted diluted net income per share $ 0.77 $ 0.24 $ 1.96 $ 0.95 ------------ ------------ ------------ ------------ Basic weighted average number of shares outstanding 13,768,203 11,972,112 13,503,061 11,958,196 ------------ ------------ ------------ ------------ Diluted weighted average number of shares outstanding 14,173,968 12,165,968 13,773,040 12,167,321 ------------ ------------ ------------ ------------
- ---------- (3) The provision for income taxes assumes that TVG was taxed as a C corporation for the periods presented. " 6 SIGNATURE 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. PROFESSIONAL DETAILING, INC. By: /s/ Charles T. Saldarini ------------------------------------ Charles T. Saldarini, Vice Chairman and Chief Executive Officer Date: February 15, 2001 7 -----END PRIVACY-ENHANCED MESSAGE-----