<PAGE>
================================================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the Quarterly Period Ended September 30, 1998
-------------------------------------------------
OR
[_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACCT OF 1934
Commission File Number:
BORON, LEPORE & ASSOCIATES, INC.
(Exact name of Registrant as specified in its charter)
DELAWARE 22-2365997
(State or other jurisdiction (I.R.S. Employer
of Incorporation or organization) Identification No.)
17-17 ROUTE 208 NORTH, FAIR LAWN, NEW JERSEY 07410
(Address of principal executive office) (Zip Code)
Registrant's telephone number, including area code: (201) 791-7272
Indicate by check mark ("X") whether the Registrant: (1) has filed all reports
to be filed by section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding twelve 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.
YES [X] NO [_]
--- ---
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
CLASS OUTSTANDING AT NOVEMBER 5, 1998
----- -------------------------------
Common stock, par value $.01 share 12,641,144
================================================================================
<PAGE>
BORON, LEPORE & ASSOCIATES, INC.
INDEX
<TABLE>
<CAPTION>
Page
----
<S> <C>
PART I FINANCIAL INFORMATION
Item 1. Financial Statements:
Balance Sheets at September 30, 1998
(unaudited) and December 31, 1997................................................... 3
Statements of Income for the Three Months Ended September 30, 1998 and 1997
(unaudited) and the Nine Months Ended September 30, 1998 and 1997 (unaudited)....... 4
Statements of Cash Flows for the Nine Months Ended September 30, 1998 and 1997
(unaudited)........................................................................... 5
Notes to Financial Statements......................................................... 6-7
Item 2. Management's Discussion and Analysis of Financial Condition and Results of
Operations............................................................................ 8-13
PART II OTHER INFORMATION
Item 1: Legal Proceedings......................................................... 14
Item 2: Changes in Securities..................................................... 14
Item 3: Defaults in Senior Securities............................................. 14
Item 4: Submission of Matters to a Vote of Security Holders....................... 14
Item 5: Other Information......................................................... 14
Item 6: Exhibits and Reports on Form 8-K
(a) Exhibits
27 Financial Data Schedules
(b) Reports on Form 8-K
Signatures............................................................................ 15
Exhibit Index
</TABLE>
2
<PAGE>
BORON, LEPORE & ASSOCIATES, INC.
BALANCE SHEETS
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
September 30, December 31,
1998 1997
------------ -----------
(Unaudited)
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents......................................................... $ 39,759 $24,015
Accounts receivable, net.......................................................... 43,617 21,764
Prepaid expense and other current assets.......................................... 2,431 730
-------- -------
Total current assets.................................................................. 85,807 46,509
Furniture, fixtures and equipment, at cost, net of accumulated depreciation of
$1,668 at September 30, 1998 and $849 at December 31, 1997............................ 7,808 4,454
Intangible assets..................................................................... 33,222 20
Other assets.......................................................................... 502 73
-------- -------
TOTAL ASSETS.......................................................................... $127,339 $51,056
======== =======
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable ................................................................. $ 6,882 $ 3,838
Accrued payroll................................................................... 3,387 1,288
Accrued expenses.................................................................. 12,448 4,604
Deferred revenue.................................................................. 9,489 6,974
--------- --------
Total current liabilities..................................................... 32,206 16,704
Deferred income taxes................................................................. 1,123 1,509
Committments and contingencies
STOCKHOLDERS' EQUITY:
Common stock, $.01 par value, 50,000,000 shares authorized, 16,841,143
issued and 12,641,144 outstanding at September 30, 1998; 14,947,978 issued
and 10,747,979 outstanding at December 31, 1997................................... 168 149
Treasury stock at cost, 4,199,999 shares at September 30, 1998 and
December 31, 1997.............................................................. (24,350) (24,350)
Additional paid-in capital........................................................ 117,977 64,177
Accumulated earnings (deficit).................................................... 215 (7,133)
--------- --------
Total stockholders' equity...................................................... 94,010 32,843
--------- --------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY............................................ $127,339 $51,056
========= ========
</TABLE>
The accompanying notes are an integral part of these balance sheets.
3
<PAGE>
BORON, LEPORE & ASSOCIATES, INC.
STATEMENTS OF INCOME
(In thousands, except per share data)
(UNAUDITED)
<TABLE>
<CAPTION>
Three months ended Nine months ended
September 30, September 30,
----------------------------------- ----------------------------------
1998 1997 1998 1997
----------------- ---------------- --------------- -----------------
<S> <C> <C> <C> <C>
Revenues................................. $ 41,937 $ 17,500 $121,831 $ 49,621
Cost of sales............................ 27,867 12,408 86,282 35,248
-------- -------- -------- --------
Gross profit........................... 14,070 5,092 35,549 14,373
Selling, general and administrative
expenses................................ 9,920 3,060 25,394 8,069
-------- -------- -------- --------
Operating income......................... 4,150 2,032 10,155 6,304
Interest (income) expense, net........... (551) 658 (1,178) 1,424
-------- -------- -------- --------
Income before income taxes............. 4,701 1,374 11,333 4,880
Provision for income taxes............... 1,600 300 3,985 1,500
-------- -------- -------- --------
Net income............................. $ 3,101 $ 1,074 $ 7,348 $ 3,380
-------- -------- -------- --------
Net income per common and common
equivalent share:
Basic.................................. $ 0.25 $ 0.24 $ 0.63 $ 0.85
-------- -------- -------- --------
Diluted................................ $ 0.24 $ 0.13 $ 0.61 $ 0.44
-------- -------- -------- --------
Weighted average number of common and
common equivalent shares:
Basic.................................. 12,635 3,436 11,694 3,007
======== ======== ======== ========
Diluted................................ 13,119 7,980 12,132 7,648
======== ======== ======== ========
</TABLE>
The accompanying notes are an integral part of these financial statements.
4
<PAGE>
BORON, LEPORE & ASSOCIATES, INC.
STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
<TABLE>
<CAPTION>
Nine Months Ended
September 30,
-------------------------------
1998 1997
-------------- -------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income......................................................... $ 7,348 $ 3,380
Adjustments for noncash items included in operating activities:
Depreciation and amortization................................... 1,474 207
Write-off of unamortized loan fees.............................. -- 271
Non cash compensation expense................................... -- 43
Deferred income taxes........................................... (386) 1,000
Change in operating asset and liability components:
Increase in accounts receivable, net......................... (14,656) (3,179)
Increase in prepaid expenses and other assets................ (1,633) (712)
Increase in security deposits................................ -- (19)
Increase in intangible assets................................ -- (1)
Increase in other assets..................................... (408) --
Increase (decrease) in accounts payable and
accrued expenses........................................... 5,046 (3,148)
(Decrease) increase in deferred revenue...................... (5,521) 2,122
------------ ------------
Net cash used in operating activities...................... (8,736) (36)
------------ ------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of furniture, fixtures and equipment.................. (4,012) (2,560)
Business acquisitions, net of acquired cash..................... (15,920) --
------------ ------------
Net cash used in investing activities...................... (19,932) (2,560)
------------ ------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Repayments of long-term debt.................................... -- (20,000)
Repayments of revolving line of credit.......................... -- (1,000)
Redemption of convertible participating preferred stock ........ -- (10,819)
Proceeds from the issuance of common stock...................... 44,412 59,787
Proceeds from the issuance of Class A common stock.............. -- 107
Repurchase of treasury stock.................................... -- (5,500)
------------ ------------
Net cash provided by financing activities.................. 44,412 22,575
------------ ------------
Increase in cash and cash equivalents...................... 15,744 19,979
CASH AND CASH EQUIVALENTS, beginning of period..................... 24,015 7,175
------------ ------------
CASH AND CASH EQUIVALENTS, end of period........................... $ 39,759 $ 27,154
============ ============
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid during the period for:
Interest........................................................ $ -- $ 1,583
Taxes........................................................... $ 3,405 $ 30
</TABLE>
The accompanying notes are an integral part of these financial statements.
5
<PAGE>
BORON, LEPORE & ASSOCIATES, INC.
NOTES TO FINANCIAL STATEMENTS
(UNAUDITED)
(1) DESCRIPTION OF THE BUSINESS AND BASIS OF PRESENTATION:
Boron, LePore & Associates, Inc. (the ''Company'' or ''BLP'') provides
outsourced promotional, marketing, educational and field sales force logistics
services to the pharmaceutical industry.
The accompanying financial statements are unaudited and have been prepared in
accordance with generally accepted accounting principles. The foregoing
financial information reflects all adjustments which are, in the opinion of
management, necessary for a fair presentation of the results for the periods
presented. All such adjustments are of a normal, recurring nature. These
results, however, are not necessarily indicative of the results to be expected
for the full fiscal year. The financial statements should be read in conjunction
with the summary of significant accounting policies and notes to financial
statements contained in the Company's Form 10-K as filed with the Securities and
Exchange Commission.
(2) EARNINGS PER SHARE:
In accordance with Statement of Financial Accounting Standards No. 128,
"Earnings per Share" the following table reconciles income and share amounts
used to calculate basic and diluted earnings per share.
<TABLE>
<CAPTION>
Three months ended Nine months ended
September 30, September 30,
-------------------------------- ------------------------------
(In thousands, except per share data) 1998 1997 1998 1997
-------- -------- -------- --------
<S> <C> <C> <C> <C>
Numerator:
Net Income-Diluted............................ $ 3,101 $1,074 $ 7,348 $3,380
Less: Dividends on convertible participating
preferred stock.............................. -- (249) -- (830)
------- ------ ------- ------
Net income-Basic............................... $ 3,101 $ 825 $ 7,348 $2,550
======= ====== ======= ======
Denominator:
Weighted average shares outstanding-Basic...... 12,635 3,436 11,694 3,007
Incremental shares from assumed conversions
of options........................................ 484 232 438 94
Convertible participating preferred stock ........ -- 4,312 -- 4,547
------- ------ ------- ------
Weighted average shares outstanding - Diluted..... 13,119 7,980 12,132 7,648
======= ====== ======= ======
Earnings per share - Basic........................ $ 0.25 $ 0.24 $ 0.63 $ 0.85
======= ====== ======= ======
Earnings per share - Diluted...................... $ 0.24 $ 0.13 $ 0.61 $ 0.44
======= ====== ======= ======
</TABLE>
6
<PAGE>
BORON, LEPORE & ASSOCIATES, INC.
NOTES TO FINANCIAL STATEMENTS
(UNAUDITED)
(3) ACQUISITIONS:
In August 1998, the Company purchased substantially all of the assets and
assumed certain liabilities of Strategem Plus, Inc., a New Jersey corporation.
The purchase price was $1,500,000 in cash and 13,630 shares of the Company's
common stock. In addition, the Company may be required to pay an additional
amount of cash and stock based on certain revenue goals of the acquired business
during the twelve-month period subsequent to the date of the acquisition. The
acquisition has been accounted for using the purchase method of accounting. The
excess of purchase price over net assets acquired was estimated to be
approximately $2,000,000 and will be amortized over twenty years.
In May 1998, the Company purchased substantially all of the assets and assumed
certain liabilities of Medical Education Systems, Inc., a Pennsylvania
corporation. The purchase price was $10,000,000 in cash and 160,103 shares of
the Company's common stock. The Company anticipates paying approximately
$5,000,000 in the first quarter of 1999 based upon the attainment of operating
income goals. In addition, the Company may be required to pay an additional
amount up to $5,000,000 in contingent cash payments based on certain operating
income goals of the acquired business during the five month period ending May
31, 1999. The acquisition has been accounted for using the purchase method of
accounting. The excess of purchase price over net assets acquired was estimated
to be approximately $21,700,000 and will be amortized over twenty years.
In March 1998, the Company purchased substantially all of the assets and assumed
certain liabilities of Strategic Implications International, Inc., a Maryland
corporation. The purchase price was $4,300,000 in cash and approximately
137,000 shares of the Company's common stock. In addition, the Company
anticipates paying approximately $700,000 in the first quarter of 1999 based on
the attainment of performance goals. The acquisition has been accounted for
using the purchase method of accounting. The excess of purchase price over net
assets acquired was estimated to be approximately $9,100,000 and will be
amortized over twenty years.
In January 1998, the Company purchased certain assets from Decision Point, Inc.,
an Illinois company. The purchase price was $800,000 in cash, subject to
adjustment upward or downward, based on certain revenue and pre-tax earnings
goals related to the calendar year subsequent to the date of the acquisition.
The acquisition has been accounted for using the purchase method of accounting.
The excess of purchase price over net assets acquired, estimated to be $800,000,
will be amortized over twenty years.
(4) PUBLIC STOCK OFFERING:
In the second quarter of 1998, the Company completed a secondary public offering
of 2,980,000 shares (including underwriters' over allotment of 80,000 shares) of
Common Stock, of which 1,580,000 shares were issued and sold by the Company at
$30.00 per share resulting in net proceeds to the Company, after underwriters'
commissions and offering costs, of approximately $44.4 million. The Company
intends to use the net proceeds from the offering for general corporate
purposes, including the potential funding of acquisitions.
7
<PAGE>
BORON, LEPORE & ASSOCIATES, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
OVERVIEW
Boron, LePore & Associates, Inc. ("BLP" or the "Company") provides outsourced
promotional, marketing, educational and field sales force logistics services to
the pharmaceutical industry. Substantially all of the Company's customers are
large pharmaceutical companies seeking to communicate their messages to
physicians and other healthcare professionals on a cost-effective basis. The
Company's objective is to enhance its position as a leading provider of peer-to-
peer and other meetings and to continue to expand its array of other
promotional, marketing, educational and field sales force logistics services.
Following several years of relatively modest revenue growth, BLP's revenues grew
significantly from 1995 to 1996 and then again from 1996 to 1997. Revenues also
grew significantly in the third quarter and nine months ended September 30, 1998
as compared to the comparable prior year periods. This growth has resulted from
increased business with existing customers, the addition of new customers and
the expansion of services offered. The Company believes that the increase in
business with existing customers and the addition of new customers reflect the
continuing recognition of peer-to-peer meeting programs as an effective
promotional technique, acceptance of the Company's newer services and increased
levels of promotional, marketing and educational spending in the pharmaceutical
industry. Principal elements of the Company's growth strategy are further
enhancing and expanding its service offerings, continuing to increase business
with existing customers and obtaining new customers. As part of this strategy,
over the last two years, the Company has expanded its portfolio of services to
include symposia, medical education, product marketing, teleservices, contract
sales and field sales force logistics services.
In connection with its expansion of services, during 1997, the Company opened a
new teleservice center in Norfolk, Virginia and established a contract sales
organization. In late 1997, the Company began forming a field sales force
logistics organization and, in March 1998, the Company signed a contract with a
large pharmaceutical company to provide field sales force logistics services
through December 1999. Such services include meeting planning, event
coordination and other logistical services. The contract provides for a
management fee component and a fee-for-service component. The contract was
amended in October 1998 to establish the management fee for calendar year 1999.
The fee-for-service component is dependent upon the level of services provided.
The Company believes field sales force logistics is a substantial, emerging
business opportunity and that the Company's historical expertise and ability to
invest in technology provide it with a strategic advantage. However, there can
be no assurance that the Company will be able to obtain additional field sales
force logistics contracts, or that the field sales force logistics business with
the one existing customer will be extended beyond 1999. Also in 1998, the
Company continued to enhance its newer service offerings, as it acquired two
medical education companies and added clients to its contract sales business.
The Company has been advised that a significant customer will not be making new
commitments for speaker training and advisory panel meetings with the Company.
This customer represented 24% and 33% of the Company's total revenues during the
three-month and nine-month periods ended September 30, 1998, respectively. A
substantial portion of this revenue was comprised of speaker training and
advisory panel meetings. The Company believes that future revenue related to
this customer's speaker training and advisory panel meetings, if any, will be
significantly lower than historical amounts. In attempting to replace the profit
previously generated by this speaker training and advisory panel business, the
Company intends to focus on other more profitable services rather than
attempting to replace the anticipated loss in speaker training and advisory
panel meetings revenue, as these meetings have a significantly lower gross
margin percentage than other services. There can be no assurance that the
Company will be able to develop or increase revenues from these services quickly
enough or with enough magnitude and profitability to mitigate the reduction in
profit related to the anticipated reduction in speaker training and advisory
panel meetings revenue. In addition, since this customer had been shifting its
business with the Company from peer-to-peer meeting programs toward speaker
training and advisory panel meetings, future revenue levels from peer-to-peer
meetings for this customer may be significantly lower than historical amounts.
The Company believes that
8
<PAGE>
it will be able to grow its peer-to-peer meeting revenue whether or not this
principal customer reduces this type of business with the Company. There can be
no assurance that the Company will be able to retain this customer or build
other customer relations to the level necessary to achieve such revenue growth.
Although revenues from the Company's peer-to-peer meeting business grew from
$20.6 million in 1995 to $33.4 million in 1996 and then to $45.1 million in
1997, the Company does not anticipate that future growth of revenues from this
line of business will continue at such an accelerated rate. More recently,
revenues from this line of business increased from $31.3 million in the first
nine months of 1997 to $38.4 million in the first nine months of 1998, an
increase of 23%. There can be no assurance that future growth of revenues from
this line of business, if any, will continue at this rate. In addition, certain
of BLP's newer services, particularly symposia (also known as speaker training
meetings) and field sales force logistics, have lower gross margin percentages
than the Company's historical peer-to-peer meeting business. Furthermore, the
initial costs related to the Company's new teleservice center, contract sales
organization, development and implementation costs of the Company's technology
enhancement efforts and the establishment and build-out of its field sales force
logistics organization, have negatively impacted the Company's 1998 financial
performance. Due to those costs and the anticipated increase in the proportion
of symposia and field sales force logistics revenue during 1998 relative to
1997, its operating profit as a percentage of revenues in 1998 has been less
than that achieved in 1997. The Company's objective is to enhance its operating
profit through efficiency efforts, carefully managing operating expenses and
improving its mix of revenue. However, the Company's operating margins could be
adversely affected if its efforts to enhance the profitability of its services
are not successful, the proportion of symposia or field sales force logistics
revenue to total revenues increases more than anticipated or total revenues do
not grow sufficiently to fully leverage its operating expenses.
RESULTS OF OPERATIONS
The following table sets forth as a percentage of revenues certain items
reflected in the Company's Statements of Operations for the periods indicated.
<TABLE>
<CAPTION>
Three months ended Nine months ended
September 30, September 30,
1998 1997 1998 1997
------------ ------------- ------------ -------------
<S> <C> <C> <C> <C>
Revenues............................. 100.0% 100.0% 100.0% 100.0%
Cost of sales........................ 66.4 70.9 70.8 71.0
-------- -------- -------- --------
Gross profit.................... 33.6 29.1 29.2 29.0
Selling, general and administrative
expenses............................ 23.7 17.5 20.9 16.3
-------- -------- -------- --------
Operating income................ 9.9 11.6 8.3 12.7
Interest (income) expenses, net...... (1.3) 3.8 (1.0) 2.9
-------- -------- -------- --------
Income before income taxes..... 11.2 7.8 9.3 9.8
Provision for income taxes........... 3.8 1.7 3.3 3.0
-------- -------- -------- --------
Net income...................... 7.4% 6.1% 6.0% 6.8%
======== ======== ======== ========
</TABLE>
THREE MONTHS ENDED SEPTEMBER 30, 1998 COMPARED TO THE THREE MONTHS ENDED
SEPTEMBER 30, 1997
Revenues increased $24.4 million, or 140%, from $17.5 million in the three-month
period ended September 30, 1997 to $41.9 million in the three-month period ended
September 30, 1998. This growth primarily resulted from a $3.3 million, or 21%,
increase in promotional conferencing services revenue, the addition of $8.3
million of revenue from field sales force logistics services, an increase of
$5.7 million in revenue from contract sales services and an increase of $7.1
million in educational conferencing services. The increase in the Company's
promotional conferencing services revenue was comprised of a $2.9 million
increase in peer-to-peer meetings and other conferencing services and an
increase in symposia services revenue of $0.4 million.
9
<PAGE>
Cost of sales increased $15.5 million, or 125%, from $12.4 million in the three-
month period ended September 30, 1997 to $27.9 million in the three-month period
ended September 30, 1998. Cost of sales as a percentage of revenues decreased
from 70.9% in the prior year period to 66.4% in the current year period. The
decrease in cost of sales as a percentage of revenues was primarily due to the
increase in educational services revenue, which has a higher gross profit
percentage than the Company's historical peer-to-peer meeting business.
Selling, general and administrative expenses increased $6.9 million, or 224%,
from $3.0 million in the three-month period ended September 30, 1997 to $9.9
million in the three-month period ended September 30, 1998. This increase was
due to the cost of personnel additions of approximately $4.2 million, including
the personnel of acquired companies, and an increase in other operating costs of
approximately $2.6 million incurred to support the Company's growth. Selling,
general and administrative expenses increased as a percentage of revenues from
17.5% in the prior year period to 23.7% in the current year period as the
increase in selling, general and administrative expenses was partially offset by
the increase of revenues.
Operating income increased $2.1 million, or 104%, from $2.0 million in the
three-month period ended September 30, 1997 to $4.1 million in the three-month
period ended September 30, 1998. Operating income as a percentage of revenues
decreased from 11.6% in the prior year period to 9.9% in the current year
period. The decrease in operating income as a percentage of revenues was due to
the aforementioned increase in selling, general and administrative expenses as a
percentage of revenues partially offset by an increase in gross profit.
Interest expense, net of interest income, was $658,000 in the three-month period
ended September 30, 1997 compared to $551,000 of interest income, net of
interest expense, in the three-month period ended September 30, 1998. This
change was due to (i) a decrease in interest expense in the current year period
as compared to the prior year period related to the Company's full repayment of
its bank debt subsequent to the period ended September 30, 1997 and (ii) an
increase in interest income in the current year period as compared to the prior
year period related to the Company's higher average cash balance in the current
year period as compared to the prior year period.
The provision for income taxes for the three-month periods ended September 30,
1998 and September 30, 1997 reflect estimated Federal and state income tax
expense partially offset by the utilization of benefits from net operating
losses previously not recognized.
NINE MONTHS ENDED SEPTEMBER 30, 1998 COMPARED TO THE NINE MONTHS ENDED SEPTEMBER
30, 1997
Revenues increased $72.2 million, or 146%, from $49.6 million in the nine-month
period ended September 30, 1997 to $121.8 million in the nine-month period ended
September 30, 1998. This growth primarily resulted from a $18.4 million, or
40%, increase in promotional conferencing services revenue, the addition of
$25.5 million of revenue from field sales force logistics services, an increase
of $14.5 million of revenue from contract sales services and an increase of
$13.8 million in educational conferencing services. The increase in the
Company's promotional conferencing services revenue was comprised of a $11.0
million increase in symposia services revenue and an increase in revenue from
peer-to-peer meetings and other conferencing services of $7.4 million.
Cost of sales increased $51.1 million, or 145%, from $35.2 million in the nine-
month period ended September 30, 1997 to $86.3 million in the nine-month period
ended September 30, 1998. Cost of sales as a percentage of revenues decreased
from 71.0% in the prior year period to 70.8% in the current year period. The
decrease in cost of sales as a percentage of revenues was primarily due to the
increase in educational services revenue which has a higher gross profit
percentage than the Company's historical peer-to-peer meeting business. This
decrease was partially offset by an increased proportion of field sales
10
<PAGE>
force logistics revenue, which, during the first nine months of 1998, had a
lower average gross profit than the Company's historical business due to the
higher proportion of production costs which are passed through to the customer
with little or no markup.
Selling, general and administrative expenses increased $17.3 million, or 215%,
from $8.1 million in the nine-month period ended September 30, 1997 to $25.4
million in the nine-month period ended September 30, 1998. This increase was
due to the cost of personnel additions of approximately $9.5 million, including
the personnel of acquired companies, and an increase in other operating costs of
approximately $7.8 million incurred to support the Company's growth. Selling,
general and administrative expenses increased as a percentage of revenues from
16.3% in the prior year period to 20.9% in the current year period as the
increase in selling, general and administrative expenses was partially offset by
the increase of revenues.
Operating income increased $3.9 million, or 61%, from $6.3 million in the nine-
month period ended September 30, 1997 to $10.2 million in the nine-month period
ended September 30, 1998. Operating income as a percentage of revenues
decreased from 12.7% in the prior year period to 8.3% in the current year
period. The decrease in operating income as a percentage of revenues was due to
the aforementioned increase in selling, general and administrative expenses as a
percentage of revenues.
Interest expense, net of interest income, was $1.4 million in the nine-month
period ended September 30, 1997 compared to $1.2 million of interest income, net
of interest expense, in the nine-month period ended September 30, 1998. This
change was due to (i) a decrease in interest expense in the current year period
as compared to the prior year period related to the Company's full repayment of
its bank debt subsequent to the period ended September 30, 1997 and (ii) an
increase in interest income in the current year period as compared to the prior
year period related to the Company's higher average cash balance in the current
year period as compared to the prior year period.
The provision for income taxes for the nine-month periods ended September 30,
1998 and September 30, 1997 reflect estimated Federal and state income tax
expense partially offset by the utilization of benefits from net operating
losses previously not recognized.
LIQUIDITY AND CAPITAL RESOURCES
At September 30, 1998, the Company had $53.6 million in net working capital, an
increase of $23.8 million from December 31, 1997. As described below, $44.4
million of the Company's net working capital resulted from the secondary public
offering in the second quarter of 1998. The Company's primary sources of
liquidity as of September 30, 1998 consisted of cash and cash equivalents,
accounts receivable and borrowing availability under a revolving credit
facility.
The Company's accounts receivable turnover averaged 94, 84 and 93 days for the
periods ended September 30, 1998, December 31, 1997 and December 31, 1996. The
allowance for doubtful accounts was $0.5 million at September 30, 1998, $0.4
million at December 31, 1997 and $0.3 million at December 31, 1996.
During the nine-month period ended September 30, 1998, the Company used $8.7
million in operating activities and $19.9 million in investing activities. The
$8.7 million used in operating activities was primarily related to the
substantial increase in business experienced by the Company throughout the first
nine months of 1998. The Company believes its ability to generate cash flow from
operations is inversely related to revenue growth. As such, during periods of
rapid growth the Company will use cash, whereas during periods of slow growth
the Company believes it will be able to generate cash from operations. The $19.9
million of cash used in investing activities was comprised of $15.9 million used
for business acquisitions and $4.0 million used to purchase computer, telephone
and office equipment.
Financing activities during the nine-month period ended September 30, 1998
generated $44.4 million of net cash inflows. Included in these activities was
the Company's secondary public offering in the second quarter of 2,980,000
shares of Common Stock, of which 1,580,000 shares were issued and sold by the
11
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Company at $30.00 per share, resulting in net proceeds to the Company, after
underwriter commissions and offering costs, of approximately $44.4 million.
The Company anticipates making payments of approximately $5.7 million during the
first quarter of 1999 based upon the attainment of contingent payment goals
related to the acquisitions of Medical Education Systems, Inc. ("MES") and
Strategic Implications International, Inc. In addition, the Company may be
required to pay an additional $5.0 million in contingent cash payments related
to the purchase of MES based on certain operating income goals of the acquired
business, during the period ending May 31, 1999.
During the third quarter of 1998 the Company terminated its previous credit
facility which included a secured revolving credit facility and established an
unsecured revolving credit facility which provides for a $5.0 million revolving
credit facility. As of December 31, 1997 and September 30, 1998 $0 and $0,
respectively, was outstanding under the previous revolving credit facility and
the new revolving credit facility.
YEAR 2000 READINESS DISCLOSURE
During 1998 the Company conducted an extensive review of its computer systems
and operations to identify the areas that could be affected by the Year 2000
issue. A plan has been developed that focuses on the Company's information
systems and third-party relationships.
The Company has developed a five phase Year 2000 program consisting of:
Phase I - detailed review and ranking of the components of the Company's systems
that may be vulnerable; Phase II - overall assessment of all items identified in
Phase I; Phase III - replacement of non-compliant systems and components; Phase
IV - testing of systems and components following replacement; and Phase V -
developing contingency plans to address the most reasonably likely worst case
scenarios. The Company has completed Phases I and II, and has made substantial
progress on Phases III and IV. The Company anticipates completion of all Phases
by June 1999.
With respect to its third-party relationships, the Company is in the process of
contacting its largest vendors, customers, and other material third parties to
assess the state of their Year 2000 readiness. The Company has commenced
contingency planning to address the most reasonably likely worse case Year 2000
scenarios with respect to its third-party relationships, including developing
alternative third-party relationships, if necessary.
Based on its efforts to date, the Company does not believe that the Year 2000
issue will have a material adverse effect on its financial condition or results
of operations. The Company's costs incurred to date associated with the Year
2000 issue are not material. The Company estimates that the costs to complete
its five phase program, excluding any costs that may be incurred by the Company
as a result of the failure of any third parties to become Year 2000 compliant,
will also not be material. There can be no assurance that the timing and cost
estimates related to the Year 2000 conversion will be accurate. Actual results
for the Company and third parties could differ materially from those currently
anticipated.
NEW ACCOUNTING PRONOUNCEMENTS
In June 1997, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 130, "Reporting Comprehensive Income"
("SFAS 130") and Statement of Financial Accounting Standards No. 131,
"Disclosures about Segments of an Enterprise and Related Information" ("SFAS
131"). SFAS 130 establishes standards for reporting and display of
comprehensive income and its components in a full set of general-purpose
financial statements and requires that all items that are required to be
recognized under accounting standards as components of comprehensive income be
reported in a financial statement that is displayed with the same prominence as
other financial statements. SFAS 130 is required to be adopted for the Company's
fiscal year ending December 31, 1998. The adoption of this pronouncement is
expected to have no impact on the Company's financial position or results of
operations. SFAS 131 establishes standards for the way that public business
enterprises report information about operating segments in annual financial
statements and requires that those enterprises report selected information about
operating segments in interim financial reports issued to stockholders. It also
establishes standards for related disclosures about products and services,
geographic areas, and major customers. SFAS 131 is required to be adopted for
the Company's 1998 year-end financial statements. The Company is currently
evaluating the impact, if any, of the adoption of this pronouncement on the
Company's existing disclosures.
CERTAIN FACTORS THAT MAY AFFECT FUTURE RESULTS
The statements contained in this report, which are not historical facts, are
forward-looking statements within the meaning of Section 27A of the Securities
Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934,
as amended. Because such statements include risks and uncertainties, actual
results may differ materially from those expressed or implied by such forward-
looking statements. Factors that could cause actual results to differ
materially from those expressed or implied by such
12
<PAGE>
forward-looking statements include, but are not limited to the Company's:
ability to expand its peer-to-peer meetings business with existing and new
customers, ability to extend or replace its existing contracts with its field
sales force logistics and contract sales customers, ability to grow new and
existing services other than symposia, dependence on the pharmaceutical
industry, customer concentration, reliance on new services for continued growth,
management of growth, acquisition risks, variation in quarterly operating
results, regulation, potential litigation exposure and reliance of certain
personnel, and those risks and uncertainties contained under the heading "Risk
Factors" on page 6 of the Company's Registration Statement on Form S-1 as filed
with the Securities and Exchange Commission.
13
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PART II--OTHER INFORMATION
Item 1. Legal Proceedings
As previously disclosed, Thomas S. Boron, a former stockholder and officer of
the Company, filed a complaint on March 27, 1998 in the United States District
Court for the District of New Jersey against the Company, Patrick G. LePore and
Gregory F. Boron, senior officers and directors of the Company, and Michael W.
Foti and Christopher J. Sweeney, former officers of and current consultants to
the Company, alleging, among other matters, securities and common law fraud and
breach of contract in connection with the settlement of contractual arrangements
with Thomas S. Boron in December 1996. The damages sought by Thomas S. Boron
are not stated in the complaint. The Company's By-laws provide for mandatory
indemnification of the Company's officers and former officers to the fullest
extent authorized by the Delaware General Corporation Law against all expenses
incurred in proceedings in which an officer or former officer is involved as a
result of serving or having served as an officer, director or employee of the
Company. The Company believes the allegations of Thomas S. Boron are without
merit and intends to contest them vigorously. The Company believes that the
matter may involve significant litigation-related expenses but that it will not
have a material adverse effect on its financial condition or results of
operations; there can be no assurance, however, that this will be the case.
Item 2. Changes in Securities
Not applicable.
Item 3. Defaults upon Senior Securities
Not applicable.
Item 4. Submission of Matters to a Vote of Security Holders
Not applicable.
Item 5. Other information
Not applicable.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
27 Financial Data Schedule
(b) Reports on Form 8-K. None.
14
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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.
BORON, LEPORE & ASSOCIATES, INC.
Date: November 16, 1998 By: /s/ Patrick G. LePore
--------------------------------------
Patrick G. LePore
Chief Executive Officer, President
and Chairman of the Board
(Principal Executive Officer)
Date: November 16, 1998 By: /s/ Martin J. Veilleux
---------------------------------------
Martin J. Veilleux
Chief Financial Officer, Secretary and
Treasurer (Principal Financial and
Accounting Officer)
15
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EXHIBIT INDEX
Exhibit Number Description
-------------- -----------
27 Financial Data Schedules
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
COMPANY'S BALANCE SHEET AT SEPTEMBER 30, 1998 AND STATEMENTS OF INCOME FOR
THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 1998 AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C> <C>
<PERIOD-TYPE> 3-MOS 9-MOS
<FISCAL-YEAR-END> DEC-31-1998 DEC-31-1998
<PERIOD-START> JUL-01-1998 JAN-01-1998
<PERIOD-END> SEP-30-1998 SEP-30-1998
<CASH> 0 39,759
<SECURITIES> 0 0
<RECEIVABLES> 0 43,617
<ALLOWANCES> 0 535
<INVENTORY> 0 0
<CURRENT-ASSETS> 0 2,431
<PP&E> 0 9,476
<DEPRECIATION> 0 1,668
<TOTAL-ASSETS> 0 127,339
<CURRENT-LIABILITIES> 0 32,206
<BONDS> 0 0
0 0
0 0
<COMMON> 0 168
<OTHER-SE> 0 93,842
<TOTAL-LIABILITY-AND-EQUITY> 0 127,339
<SALES> 0 0
<TOTAL-REVENUES> 41,937 121,831
<CGS> 0 0
<TOTAL-COSTS> 27,867 86,282
<OTHER-EXPENSES> 9,920 25,394
<LOSS-PROVISION> 0 0
<INTEREST-EXPENSE> 0 0
<INCOME-PRETAX> 4,701 11,333
<INCOME-TAX> 1,600 3,985
<INCOME-CONTINUING> 3,101 7,348
<DISCONTINUED> 0 0
<EXTRAORDINARY> 0 0
<CHANGES> 0 0
<NET-INCOME> 3,101 7,348
<EPS-PRIMARY> 0.25 0.63
<EPS-DILUTED> 0.24 0.61
</TABLE>
