-----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, RfeVtm7KIiuDIvY0kaRlqk5M3rBbde35aLOthrhK2hKBrNAWEHOQdRQR7gTND+Rs YJhAmeiLeTXLAQKuHRbRhw== 0001047469-99-027628.txt : 19990716 0001047469-99-027628.hdr.sgml : 19990716 ACCESSION NUMBER: 0001047469-99-027628 CONFORMED SUBMISSION TYPE: 6-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19990715 FILED AS OF DATE: 19990715 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PHOENIX INTERNATIONAL LIFE SCIENCES INC CENTRAL INDEX KEY: 0000935016 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MEDICAL LABORATORIES [8071] IRS NUMBER: 223209631 FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: 6-K SEC ACT: SEC FILE NUMBER: 000-29942 FILM NUMBER: 99665139 BUSINESS ADDRESS: STREET 1: 2350 COHEN STREET STREET 2: ST LAURENT QUEBEC CITY: H4R 2P7 CANADA STATE: A8 ZIP: 00000 6-K 1 FORM 6K FORM 6-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 REPORT OF FOREIGN ISSUER Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934 Dated July 15, 1999 PHOENIX INTERNATIONAL LIFE SCIENCES INC. (TRANSLATION OF REGISTRANT'S NAME INTO ENGLISH) 2350 COHEN STREET SAINT LAURENT, QUEBEC CANADA H4R 2N6 (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F. Form 20-F Form 40-F X (commenced in calendar year 1998) ------ ----- Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3- 2(b) under the Securities Exchange Act of 1934. Yes No X ---- If "Yes" is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): --------------- 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. PHOENIX INTERNATIONAL LIFE SCIENCES INC. ---------------------------------------- (Registrant) Date: JULY 15, 1999 By: /s/ David Moszkowski -------------- --------------------------------- David Moszkowski Senior Vice President and Chief Financial Officer EX-99.1 2 EXHIBIT 99.1 EXHIBIT 99.1 Press Release Immediate Release PHOENIX INTERNATIONAL LIFE SCIENCES INC. ANNOUNCES FINANCIAL RESULTS FOR THE THIRD QUARTER OF FISCAL 1999 Montreal, July 14, 1999 - Phoenix International reported consolidated net revenues of $66.5 million for the third quarter of fiscal 1999 ended May 31, 1999, a growth of 30% compared to $51.1 million for the corresponding period of fiscal 1998, as restated to include the ANAWA and Clinserve acquisitions under U.S. GAAP pooling of interest accounting. The year on year organic growth in net revenues in the third quarter was 9%. Year to date net revenue is $ 183.6 million compared to $ 121.4 million for the corresponding nine-month period or an increase of 51%, with organic growth at 16%. Phoenix International's net income on a US GAAP basis for the third quarter was $ 3,330,000 or $0.13 per share as compared to $ 3,619,000 or $0.15 per share for the equivalent period in fiscal 1998. On a year to date basis, the company's net income on a U.S. GAAP basis is $ 6,921,000 or $ 0.26 per share before the merger costs of $ 800,000 ($ 0.03 per share) related to the Clinserve & McKnight acquisitions under pooling of interest method, as compared to $ 6,609,000 or $ 0.27 per share for the same period last year. Cash flow from operations before working capital changes increased 19% to $16.3 million for the nine months ended May 31, 1999, compared to $13.7 million in the same period of fiscal 1998. On a Canadian GAAP basis, the net income was $ 2,388,000 in the third quarter of fiscal 1999 or $0.09 per share as compared to $ 3,126,000 or $0.13 per share in the corresponding period of fiscal 1998. Gross margin was 36.4%, as compared to 41.3% for the same period in the prior year quarter. As previously announced, Phoenix acquired Chrysalis International Corporation on April 30, 1999 and one-month results are included in this presentation. Unprofitable business units of Chrysalis were discontinued prior to acquisition. Dr. John Hooper, Chairman and CEO commented: As predicted, the factors that produced a revenue shortfall in our second quarter carried through into our third quarter. However the major factor, a shortfall in Montreal LC/MS revenues, appears to have resolved and we expect that in the fourth quarter our Montreal LC/MS operation will perform as originally expected. Following a period of intense acquisition, management will be reviewing all operations, both acquired and core, with a view to rationalising these in the near future to provide increased profitability in the year 2000. Phoenix International is a contract research organisation (CRO) providing a wide spectrum of clinical, analytical, preclinical, drug discovery support and ancillary services to the pharmaceutical and biotechnology industries. Since beginning its operations in 1989, Phoenix International has grown to approximately 2,300 employees, of whom more than 200 have either medical degrees or PhD's and over 250 others have masters degrees. This release contains "forward-looking" statements regarding future results and events, including statements regarding expected future revenues, earnings and growth rates and goals and operating plans of management. Phoenix's actual future results may differ significantly from the results discussed in the forward-looking statements contained in this release. Factors that may cause such a difference include, but are not limited to: the inability of Phoenix to win new business at the levels required; the cancellation or delay of contracts; risks associated with the management of growth and the ability to attract and retain employees; risks of integrating newly acquired businesses; competition; any claims for patent infringement; unanticipated costs in connection with Year 2000 conversion; the ability to obtain future financing; adverse regulatory developments; foreign exchange rate fluctuations; and uncertainty surrounding the Euro. FOR MORE INFORMATION, PLEASE CONTACT DAVID MOSZKOWSKI, C.A. Senior Vice-President and Chief Financial Officer Phoenix International Life Sciences Inc. Tel: (514) 333-0033 Fax: (514) 335-8351 E-mail: david@pils.com -2- EX-99.2 3 EXHIBIT 99.2 EXHIBIT 99.2 Phoenix International Life Sciences Inc. CONSOLIDATED STATEMENTS OF INCOME US GAAP Third Quarter ended May 31 Unaudited [In thousands of Canadian dollars except per share amounts]
Third Quarter Nine Months 1999 1998 1999 1998 $ $ $ $ Gross revenues 79,869 69,282 227,492 150,726 Reimbursed costs 13,412 18,211 43,915 29,317 Net revenues 66,457 51,071 183,577 121,409 Direct costs - net of refundable tax credits 42,287 29,985 113,154 72,881 Gross profit 24,170 21,086 70,423 48,528 Expenses - net of refundable tax credits Selling, general and administrative 19,066 14,686 56,371 36,122 Internal research and development 547 1,030 2,149 2,778 Amortization of goodwill 444 379 1,081 545 Interest expense 1,014 1,427 3,609 1,988 21,071 17,522 63,210 41,433 Other income 359 696 919 697 Nonrefundable tax credits 1,000 2,800 3,250 3,600 Income before income taxes 4,458 7,060 11,382 11,592 Income taxes 1,128 3,441 4,461 4,983 Net income before merger costs 3,330 3,619 6,921 6,609 Basic income per share 0.13 0.15 0.26 0.27 before merger costs Merger Costs -- 368 800 368 Net income 3,330 3,251 6,121 6,241 Basic and diluted income 0.13 0.13 0.23 0.25 per share Weighted average shares 26,414,516 24,826,446 26,176,623 24,819,545 outstanding
Phoenix International Life Sciences Inc. CONSOLIDATED STATEMENTS OF INCOME CANADIAN GAAP Third Quarter ended May 31 Unaudited [In thousands of Canadian dollars except per share amounts]
Third Quarter Nine Months 1999 1998 1999 1998 $ $ $ $ Gross revenues 79,869 66,816 225,439 142,096 Reimbursed costs 13,412 18,211 43,915 29,317 Net revenues 66,457 48,605 181,524 112,779 Direct costs - net of refundable tax credits 42,287 28,352 112,011 67,089 Gross profit 24,170 20,253 69,513 45,690 Expenses - net of refundable tax credits Selling, general and administrative 19,065 14,074 55,730 34,008 Internal research and development 547 1,030 2,149 2,778 Amortization of goodwill 936 685 2,479 1,398 Interest expense 1,014 1,403 3,584 1,909 21,562 17,192 63,942 40,093 Other income 359 695 919 894 Nonrefundable tax credits 1,000 2,800 3,250 3,600 Income before income taxes 3,967 6,556 9,740 10,091 Income taxes 1,579 3,430 4,893 4,940 Net income 2,388 3,126 4,847 5,151 Basic income per share 0.09 0.13 0.19 0.21 Weighted average shares 26,414,516 24,476,012 25,879,302 24,352,300 outstanding
CONSOLIDATED STATEMENTS OF RETAINED EARNINGS CANADIAN GAAP For the nine months ended May 31 Unaudited [In thousands of Canadian dollars]
1999 1998 $ $ Retained earnings, beginning of period 18,259 9,192 Net income 4,847 5,151 Share issue costs (1,253) -- Retained earnings, end of period 21,853 14,343
Phoenix International Life Sciences Inc. CONSOLIDATED BALANCE SHEETS Canadian GAAP Unaudited
[In thousands of Canadian dollars] 31-May 28-Feb 31-Aug 1999 1999 1998 $ $ $ ASSETS Current Cash 31,967 34,930 17,009 Marketable securities 3,500 2,550 2,000 Accounts receivable 63,289 43,378 47,712 Investment tax credits recoverable 1,853 4,822 3,362 Costs and estimated profit in excess of progress billings on contracts in progress 35,383 28,264 27,847 Other 10,372 8,893 6,846 146,364 122,837 104,776 Capital assets 92,454 63,673 56,638 Other assets 145,071 126,241 110,056 383,889 312,751 271,470 LIABILITIES AND SHAREHOLDERS' EQUITY Current Bank indebtedness 10,096 5,741 831 Accounts payable and 78,783 59,661 52,041 accrued liabilities Progress billings in excess of costs and estimated profit on contracts in progress 58,231 48,263 34,882 Current portion of long-term debt and capital lease obligations 9,185 7,497 7,080 156,295 121,162 94,834 Long-term debt and capital lease obligations 60,539 41,200 42,440 Other deferred credits 8,404 3,761 4,243 225,238 166,123 141,517 Shareholders' equity Capital stock 137,945 125,239 110,559 Retained earnings 21,853 20,718 18,259 Cumulative translation adjustment (1,147) 671 1,135 158,651 146,628 129,953 383,889 312,751 271,470
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 31-May-99 1) These interim financial statements are the responsibilty of management and, in its opinion, include all the adjustments, which are of a normal recurring nature, necessary for a fair statement of the results for the interim period presented. 2) Diluted earnings per share have not been presented as they do not differ materially from basic earnings per share. Phoenix International Life Sciences Inc. CONSOLIDATED STATEMENTS OF CASH FLOW CANADIAN GAAP For the nine months ended May 31, Unaudited [In thousands of Canadian dollars]
1999 1998 $ $ OPERATING ACTIVITIES Net income 4,847 5,151 Items not affecting cash Amortization 11,443 8,579 16,290 13,730 Net change in non-cash working capital items related to operations 26,176 1,312 Cash provided by operating activities 42,466 15,042 INVESTING ACTIVITIES Capital asset additions (22,458) (8,490) Acquistion of IRG -- (35,062) Acquisition of Chrysalis (22,203) -- Proceeds on disposal of KCAS 3,672 -- Other assets (678) 345 Cash used in investing activities (41,667) (43,207) FINANCING ACTIVITIES Assumption of long-term debt 28,640 42,200 Repayment of long-term debt (19,630) (2,774) Other deferred credits and long-term liabilities (674) 217 Issue of shares 454 11 Increase (decrease) in bank indebtedness 8,276 4,869 Proceeds on sale (purchase) of marketable securities (1,235) 5,250 Repayment of debentures -- (5,250) Cash provided by financing activities 15,831 44,523 Effect of exchange rate changes on cash (1,672) 92 Increase in cash during the period 14,958 16,358 Cash beginning of period 17,009 2,530 Cash end of period 31,967 18,888
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