| · |
The
Company incurred $14.4 million in asset impairment costs in 2005.
This
amount included the write down of: (i) goodwill and intangible assets
associated with the Company’s MD&D business unit in the amount of $8.2
million; (ii) goodwill associated with the Company’s Select Access
business unit in the amount of $3.3 million; and (iii) the Company’s
Siebel sales force automation software asset in the amount of $2.8
million.
|
| · |
Included
in the full year results is $5.7 million of executive severance and
settlement costs, which, combined with non-executive severance costs
incurred in the first quarter resulted in $6.7 million in severance
and
settlement costs for the year.
|
| · |
As
previously announced, the Company recorded a legal accrual in the
third
quarter of $3.3 million related to potential California Labor Code
penalties. The Company reduced this reserve by $2.7 million in the
fourth
quarter partially due to reaching a tentative settlement.
|
| · |
The
Company accrued $2.4 million for facilities realignment expenses
related
to excess office facilities.
|
| · |
The
Company established a $755,000 allowance against its loans to TMX
Interactive based upon its impairment.
|
| · |
The
Company wrote down goodwill and intangible assets associated with
its
MD&D business unit in the amount of $8.2 million and goodwill
associated with its Select Access business unit in the amount of
$3.3
million.
|
| · |
Included
in the fourth quarter is $3.4 million of severance and settlement
amounts
with certain executives.
|
| · |
The
Company accrued $2.4 million for facilities realignment expenses
related
to excess office facilities.
|
| · |
As
previously announced, the Company took a legal accrual in the third
quarter of $3.3 million related to potential California Labor Code
penalties. The Company reduced this reserve by $2.7 million in the
fourth
quarter partially due to reaching a tentative
settlement.
|
|
PDI,
INC.
|
|||||||
|
CONSOLIDATED
BALANCE SHEETS
|
|||||||
|
(in
thousands)
|
|||||||
|
December
31,
|
December
31,
|
||||||
|
2005
|
2004
|
||||||
|
ASSETS
|
(unaudited)
|
||||||
|
Current
assets:
|
|||||||
|
Cash
and cash equivalents
|
$
|
90,827
|
$
|
81,000
|
|||
|
Short-term
investments
|
6,807
|
28,498
|
|||||
|
Accounts
receivable, net of allowance for doubtful accounts of
|
|||||||
|
$778
and $74 as of December 31, 2005 and 2004, respectively
|
27,148
|
26,662
|
|||||
|
Unbilled
costs and accrued profits on contracts in progress
|
5,974
|
3,393
|
|||||
|
Income
tax refund receivable
|
6,292
|
-
|
|||||
|
Other
current assets
|
14,078
|
15,883
|
|||||
|
Total
current assets
|
151,126
|
155,436
|
|||||
|
Property
and equipment, net
|
16,053
|
17,170
|
|||||
|
Goodwill
|
13,112
|
23,791
|
|||||
|
Other
intangible assets, net
|
17,305
|
19,548
|
|||||
|
Other
long-term assets
|
2,710
|
8,760
|
|||||
|
Total
assets
|
$
|
200,306
|
$
|
224,705
|
|||
|
LIABILITIES
AND STOCKHOLDERS' EQUITY
|
|||||||
|
Current
liabilities:
|
|||||||
|
Accounts
payable
|
$
|
5,693
|
$
|
7,217
|
|||
|
Income
taxes payable
|
6,805
|
5,263
|
|||||
|
Unearned
contract revenue
|
12,598
|
6,924
|
|||||
|
Accrued
returns
|
231
|
4,316
|
|||||
|
Accrued
incentives
|
12,028
|
16,282
|
|||||
|
Accured
payroll and related benefits
|
7,556
|
8,414
|
|||||
|
Other
accrued expenses
|
19,785
|
10,864
|
|||||
|
Total
current liabilities
|
64,696
|
59,280
|
|||||
|
Stockholders’
equity:
|
|||||||
|
Preferred
stock, $.01 par value; 5,000,000 shares authorized, no
|
|||||||
|
shares
issued and outstanding
|
-
|
-
|
|||||
|
Common
stock, $.01 par value; 100,000,000 shares authorized;
|
|||||||
|
14,947,771
and 14,820,499 shares issued at December 31, 2005 and
|
|||||||
|
2004,
respectively; 13,929,765 and 14,815,499 shares outstanding at
|
|||||||
|
December
31, 2005 and 2004, respectively
|
150
|
148
|
|||||
|
Additional
paid-in capital
|
118,324
|
116,737
|
|||||
|
Retained
earnings
|
31,183
|
50,637
|
|||||
|
Accumulated
other comprehensive income
|
71
|
76
|
|||||
|
Unamortized
compensation costs
|
(904
|
)
|
(2,063
|
)
|
|||
|
Treasury
stock, at cost: 1,018,006 and 5,000 shares at
|
|||||||
|
December
31, 2005 and 2004, respectively
|
(13,214
|
)
|
(110
|
)
|
|||
|
Total
stockholders' equity
|
$
|
135,610
|
$
|
165,425
|
|||
|
Total
liabilities & stockholders' equity
|
$
|
200,306
|
$
|
224,705
|
|||
|
PDI,
INC.
|
|||||||||||||
|
CONSOLIDATED
STATEMENTS OF OPERATIONS
|
|||||||||||||
|
(in
thousands, except for per share data)
|
|||||||||||||
|
For
The Three Months Ended
|
For
The Years Ended
|
||||||||||||
|
December
31,
|
December
31,
|
||||||||||||
|
2005
|
2004
|
2005
|
2004
|
||||||||||
|
(unaudited)
|
(unaudited)
|
||||||||||||
|
Revenue
|
|||||||||||||
|
Service,
net
|
$
|
81,290
|
$
|
88,299
|
$
|
319,415
|
$
|
365,965
|
|||||
|
Product,
net
|
-
|
(487
|
)
|
-
|
(1,521
|
)
|
|||||||
|
Total
revenue, net
|
81,290
|
87,812
|
319,415
|
364,444
|
|||||||||
|
Cost
of goods and services:
|
|||||||||||||
|
Program
expenses (including related party
|
|||||||||||||
|
amount
of $180 for the year ended
|
|||||||||||||
|
December
31, 2004)
|
65,244
|
61,690
|
257,479
|
265,360
|
|||||||||
|
Cost
of goods sold
|
-
|
10
|
-
|
254
|
|||||||||
|
Total
cost of goods and services
|
65,244
|
61,700
|
257,479
|
265,614
|
|||||||||
|
Gross
profit
|
16,046
|
26,112
|
61,936
|
98,830
|
|||||||||
|
Compensation
expense
|
6,750
|
7,776
|
29,367
|
33,830
|
|||||||||
|
Other
selling, general and administrative
|
12,180
|
8,969
|
35,330
|
26,916
|
|||||||||
|
Asset
impairment
|
11,518
|
-
|
14,351
|
-
|
|||||||||
|
Executive
severance
|
3,384
|
-
|
5,730
|
495
|
|||||||||
|
Legal
and related costs
|
(2,274
|
)
|
1,255
|
1,691
|
2,398
|
||||||||
|
Facilities
realignment
|
2,354
|
-
|
2,354
|
-
|
|||||||||
|
Total
operating expenses
|
33,912
|
18,000
|
88,823
|
63,639
|
|||||||||
|
Operating
(loss) income
|
(17,866
|
)
|
8,112
|
(26,887
|
)
|
35,191
|
|||||||
|
(Loss)
gain on investments
|
-
|
(1,000
|
)
|
4,444
|
(1,000
|
)
|
|||||||
|
Interest
income, net
|
1,057
|
918
|
3,190
|
1,779
|
|||||||||
|
(Loss)
income before taxes
|
(16,809
|
)
|
8,030
|
(19,253
|
)
|
35,970
|
|||||||
|
Provision
for income taxes
|
2,912
|
3,383
|
201
|
14,838
|
|||||||||
|
Net
(loss) income
|
$
|
(19,721
|
)
|
$
|
4,647
|
$
|
(19,454
|
)
|
$
|
21,132
|
|||
|
Net
(loss) income per share of common stock:
|
|||||||||||||
|
Basic
|
$
|
(1.43
|
)
|
$
|
0.32
|
$
|
(1.37
|
)
|
$
|
1.45
|
|||
|
Assuming
dilution
|
$
|
(1.43
|
)
|
$
|
0.31
|
$
|
(1.37
|
)
|
$
|
1.42
|
|||
|
Weighted
average number of common shares and
|
|||||||||||||
|
common
share equivalents outstanding:
|
|||||||||||||
|
Basic
|
13,797
|
14,641
|
14,232
|
14,564
|
|||||||||
|
Assuming
dilution
|
13,797
|
14,922
|
14,232
|
14,893
|
|||||||||
|
PDI,
INC.
|
|||||||
|
CONSOLIDATED
STATEMENTS OF CASH FLOWS
|
|||||||
|
(in
thousands)
|
|||||||
|
For
The Years Ended
|
|||||||
|
December
31,
|
|||||||
|
2005
|
2004
|
||||||
|
(unaudited)
|
|||||||
|
Cash
Flows From Operating Activities
|
|||||||
|
Net
(loss) income from operations
|
$
|
(19,454
|
)
|
$
|
21,132
|
||
|
Adjustments
to reconcile net income to net cash
|
|||||||
|
provided
by operating activities:
|
|||||||
|
Depreciation
and amortization
|
5,820
|
5,916
|
|||||
|
(Gain)
loss on investments
|
(4,444
|
)
|
1,000
|
||||
|
Asset
impairment
|
14,351
|
-
|
|||||
|
Loss
on disposal of assets
|
269
|
622
|
|||||
|
Stock
compensation costs
|
1,520
|
1,232
|
|||||
|
Deferred
taxes, net
|
6,449
|
9,199
|
|||||
|
Provision
for bad debt
|
1,385
|
683
|
|||||
|
Other
changes in assets and liabilities, net of acquisitions:
|
|||||||
|
(Increase)
decrease in accounts receivable
|
(1,229
|
)
|
15,807
|
||||
|
(Increase)
decrease in unbilled costs
|
(2,581
|
)
|
648
|
||||
|
(Increase)
in income tax refund receivable
|
(6,292
|
)
|
-
|
||||
|
Decrease
in inventory
|
-
|
43
|
|||||
|
Decrease
(increase) in other current assets
|
446
|
(33
|
)
|
||||
|
Decrease
(increase) in other long-term assets
|
218
|
(28
|
)
|
||||
|
(Decrease)
in accounts payable
|
(41
|
)
|
(3,439
|
)
|
|||
|
Increase
(decrease) in income taxes payable
|
1,542
|
(3,529
|
)
|
||||
|
Increase
in unearned contract revenue
|
5,674
|
507
|
|||||
|
(Decrease)
in accrued returns
|
(4,085
|
)
|
(18,495
|
)
|
|||
|
(Decrease)
in accrued incentives
|
(4,254
|
)
|
(4,204
|
)
|
|||
|
(Decrease)
in accrued payroll and related benefits
|
(858
|
)
|
(617
|
)
|
|||
|
Increase
in accrued liabilities
|
8,676
|
2,538
|
|||||
|
Net
cash provided by operating activities
|
3,112
|
28,982
|
|||||
|
Cash
Flows From Investing Activities
|
|||||||
|
Sales
(purchases) of short-term investments, net
|
21,686
|
(27,103
|
)
|
||||
|
Proceeds
from sale of investment
|
4,444
|
-
|
|||||
|
Repayments
from (loans to) Xylos and TMX
|
100
|
(1,500
|
)
|
||||
|
Purchase
of property and equipment
|
(5,832
|
)
|
(8,104
|
)
|
|||
|
Proceeds
from sale of assets
|
63
|
-
|
|||||
|
Cash
paid for acquisition, including acquisition costs
|
(1,936
|
)
|
(28,443
|
)
|
|||
|
Net
cash provided by (used in) investing activities
|
18,525
|
(65,150
|
)
|
||||
|
Cash
Flows From Financing Activities
|
|||||||
|
Net
proceeds from employee stock purchase plan
|
|||||||
|
and
the exercise of stock options
|
1,294
|
3,880
|
|||||
|
Cash
paid to repurchase shares
|
(13,104
|
)
|
-
|
||||
|
Net
cash (used in) provided by financing activities
|
(11,810
|
)
|
3,880
|
||||
|
Net
increase (decrease) in cash and cash equivalents
|
9,827
|
(32,288
|
)
|
||||
|
Cash
and cash equivalents - beginning
|
81,000
|
113,288
|
|||||
|
Cash
and cash equivalents - ending
|
$
|
90,827
|
$
|
81,000
|
|||
|
Cash
paid for interest
|
$
|
2
|
$
|
3
|
|||
|
Cash
paid for taxes
|
$
|
1,513
|
$
|
7,389
|
|||