<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 March 31, 1999
---------------------------------------------
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Commission File Number: 0-23093
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 MAY 4, 1999
----- --------------------------
Common stock, par value $.01 share 12,689,561
================================================================================
<PAGE>
BORON, LEPORE & ASSOCIATES, INC.
INDEX
<TABLE>
<CAPTION>
Page
----
<S> <C> <C>
PART I FINANCIAL INFORMATION
Item 1. Consolidated Financial Statements:
Consolidated Balance Sheets at March 31, 1999 (unaudited) and December 31, 1998............. 3
Consolidated Statements of Operations for the Three Months Ended March 31, 1999 and 1998
(unaudited)................................................................................. 4
Consolidated Statements of Cash Flows for the Three Months Ended March 31, 1999 and 1998
(unaudited)................................................................................. 5
Notes to Consolidated Financial Statements.................................................. 6-7
Item 2. Management's Discussion and Analysis of Financial Condition and Results of
Operations.................................................................................. 8-12
Item 3. Quantitative and Qualitative Disclosures About Market Risk.................................. 12
PART II OTHER INFORMATION
Item 1: Legal Proceedings............................................................... 13
Item 2: Changes in Securities........................................................... 13
Item 3: Defaults in Senior Securities................................................... 13
Item 4: Submission of Matters to a Vote of Security Holders............................. 13
Item 5: Other Information............................................................... 13
Item 6: Exhibits and Reports on Form 8-K
(a) Exhibits
27 Financial Data Schedule
(b) Reports on Form 8-K
Signatures.................................................................................. 14
Exhibit Index
</TABLE>
2
<PAGE>
BORON, LEPORE & ASSOCIATES, INC.
CONSOLIDATED BALANCE SHEETS
(In thousands)
<TABLE>
<CAPTION>
March 31, December 31,
1999 1998
------------------ ----------------
<S> <C> <C>
(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents.................................................... $ 37,894 $ 36,924
Accounts receivable, net..................................................... 38,055 44,394
Prepaid expense and other current assets..................................... 2,785 1,678
-------- --------
Total current assets................................................... 78,734 82,996
Furniture, fixtures and equipment, at cost, net of accumulated depreciation of
$2,525 at March 31, 1999 and $2,036 at December 31, 1998......................... 8,402 7,884
Intangible assets................................................................ 32,035 33,592
Other assets..................................................................... 624 630
-------- --------
TOTAL ASSETS..................................................................... $119,795 $125,102
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable............................................................. $ 4,699 $ 5,138
Accrued payroll.............................................................. 2,183 1,808
Accrued expenses............................................................. 4,177 9,981
Deferred revenue............................................................. 11,469 9,599
-------- --------
Total current liabilities.............................................. 22,528 26,526
Deferred income taxes............................................................ 780 1,080
Committments and contingencies
STOCKHOLDERS' EQUITY:
Common stock, $.01 par value, 50,000 shares authorized; 16,895 issued and
12,695 outstanding at March 31, 1999; 16,882 issued and 12,682 outstanding
at December 31, 1998......................................................... 169 169
Treasury stock at cost, 4,200 shares at March 31, 1999 and December 31, 1998 (24,350) (24,350)
Additional paid-in capital................................................... 118,481 118,363
Retained earnings............................................................ 2,187 3,314
-------- --------
Total stockholders' equity............................................. 96,487 97,496
-------- --------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY....................................... $119,795 $125,102
======== ========
</TABLE>
The accompanying notes are an integral part of these consolidated balance
sheets.
3
<PAGE>
BORON, LEPORE & ASSOCIATES, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(IN THOUSANDS, EXCEPT PER SHARE DATA)
(UNAUDITED)
<TABLE>
<CAPTION>
Three months ended
March 31,
----------------------------------------
1999 1998
---------------- ---------------
<S> <C> <C>
Revenues............................................................ $ 33,849 $ 32,154
Cost of sales....................................................... 24,983 23,757
-------- --------
Gross profit........................................................ 8,866 8,397
Goodwill impairment charge.......................................... 754 --
Selling, general and administrative expenses........................ 10,373 5,780
-------- --------
Operating income (loss)........................................... (2,261) 2,617
Interest income, net................................................ (384) (308)
-------- --------
Income (loss) before income taxes................................. (1,877) 2,925
Provision (benefit) for income taxes................................ (750) 1,050
-------- --------
Net income (loss)................................................. $ (1,127) $ 1,875
======== ========
Net income (loss) per common and common equivalent
share:
Basic.............................................................. $ (0.09) $ 0.17
======== ========
Diluted............................................................ $ (0.09) $ 0.17
======== ========
Weighted average number of common and common
equivalent shares:
Basic.............................................................. 12,691 10,769
======== ========
Diluted............................................................ 12,691 11,174
======== ========
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
4
<PAGE>
BORON, LEPORE & ASSOCIATES, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
(UNAUDITED)
<TABLE>
<CAPTION>
Three Months Ended
March 31,
1999 1998
----------------- ---------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)...................................................... $ (1,127) $ 1,875
Adjustments for noncash items included in operating activities:
Depreciation and amortization......................................... 922 233
Goodwill impairment charge............................................ 754 --
Deferred income taxes................................................. (300) 1,050
Change in operating asset and liability components:
Decrease (increase) in accounts receivable, net...................... 6,339 (8,615)
Increase in prepaid expenses and other assets........................ (1,107) (2,549)
Decrease in intangible assets........................................ 370 --
Decrease (increase) in other assets.................................. 6 (106)
(Decrease) increase in accounts payable and accrued expenses......... (168) 5,107
Increase in deferred revenue......................................... 1,870 2,726
---------- ---------
Net cash provided by (used in) operating activities................ 7,559 (279)
---------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of furniture, fixtures and equipment....................... (1,007) (2,014)
Business acquisitions, net of acquired cash.......................... -- (5,092)
Business acquisitions, payment of earnout agreements................. (5,700) --
---------- ---------
Net cash used in investing activities.............................. (6,707) (7,106)
---------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from option exercises....................................... 118 1
---------- ---------
Net cash provided by financing activities.......................... 118 1
---------- ---------
Increase (decrease) in cash and cash equivalents................... 970 (7,384)
CASH AND CASH EQUIVALENTS, beginning of period......................... 36,924 24,016
---------- ---------
CASH AND CASH EQUIVALENTS, end of period............................... $ 37,894 $ 16,632
========== =========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid during the period for:
Interest.............................................................. $ -- $ --
Taxes................................................................. $ 441 $ 120
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
5
<PAGE>
BORON, LEPORE & ASSOCIATES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
(1) DESCRIPTION OF THE BUSINESS AND BASIS OF PRESENTATION:
Boron, LePore & Associates, Inc. (the "Company" or "BLP") provides outsourced
marketing, educational and sales services to the pharmaceutical industry.
The accompanying consolidated 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, with
the exception of the goodwill impairment charge, as discussed in footnote 4.
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 (LOSS) PER SHARE:
In accordance with Statement of Financial Accounting Standards No. 128,
"Earnings per Share" the following table reconciles income (loss) and share
amounts used to calculate basic and diluted earnings (loss) per share.
<TABLE>
<CAPTION>
Three months ended
March 31,
----------------------------------------------
(In thousands, except per share data) 1999 1998
------------------ ------------------
<S> <C> <C>
Numerator:
Net Income (Loss) - Diluted.................... $ (1,127) $ 1,875
========= ========
Net income (Loss) - Basic...................... $ (1,127) $ 1,875
========= ========
Denominator:
Weighted average shares outstanding - Basic 12,691 10,769
Incremental shares from assumed conversions
of options................................... -- 405
--------- --------
Weighted average shares outstanding - Diluted 12,691 11,174
========= ========
Earnings (loss) per share - Basic................. $ (0.09) $ 0.17
========= ========
Earnings (loss) per share - Diluted............... $ (0.09) $ 0.17
========= ========
</TABLE>
6
<PAGE>
BORON, LEPORE & ASSOCIATES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONT.)
(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 $1,600,000 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 $2,500,000 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. ("MES"), a
Pennsylvania corporation. The purchase price was $10,000,000 in cash and 160,103
shares of the Company's common stock. During the first quarter of 1999, the
Company paid $5,000,000 to MES based upon the attainment of certain 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 $21,500,000 and is being 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 paid $700,000 in the first quarter of 1999 based on the attainment of
certain 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 $9,700,000 and is being 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. The
acquisition was accounted for using the purchase method of accounting. The
excess of purchase price over net assets acquired was estimated to be $800,000.
As described below (see footnote 4), in connection with its preparation of the
financial statements related to the three-month period ended March 31, 1999, the
Company determined that the remaining unamortized purchase price of $754,000 was
impaired. As a result, the Company wrote down the goodwill to zero as of March
31, 1999.
(4) GOODWILL IMPAIRMENT CHARGE:
The Company adopted Statement of Financial Accounting Standards (SFAS) No.
121, "Accounting for the Impairment of Long-Lived Assets to be Disposed of."
This statement addresses the accounting for the impairment of long-lived assets
and long-lived assets to be disposed of, certain identifiable intangibles and
goodwill related to those assets, and establishes guidance for recognizing and
measuring impairment losses. Under the provisions of this statement, the Company
continually evaluates its long-lived assets for financial impairment. In
connection with its preparation of the financial statements related to the
three-month period ended March 31, 1999, the Company determined that the
goodwill related to the acquisition of Decision Point, Inc. was impaired. The
Company based its determinitaion on the inability of the long-lived asset to
generate future cash flows sufficient to recover the carrying amount As a
result, the Company recorded a write-down during the quarter of $754,000 related
to this asset to bring the book value of this asset to zero.
(5) SEGMENT INFORMATION:
The Company's management considers its business to be a single business
entity -- the providing of outsourced marketing, educational and sales services
to the pharmaceutical industry. The Company's services generally are utilized by
customers and people associated with the pharmaceutical industry and the medical
profession. Management evaluates its product offerings on a revenue basis, which
is presented below, and profitability is generally evaluated on an
enterprise-wide basis due to shared infrastructures.
<TABLE>
<CAPTION>
For the Three Months Ended
March 31,
--------------------------
1999 1998
-------- --------
<S> <C> <C>
Revenues:
Marketing and Educational Services............... $17,402 $21,834
Field sales force logistics services............. 9,343 6,890
Contract sales services.......................... 7,104 3,430
-------- --------
Total revenues................................ $33,849 $32,154
======== ========
</TABLE>
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 marketing, educational and sales 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 marketing, educational and sales
services.
Following several years of relatively modest revenue growth, BLP's revenues
have grown significantly since 1995. 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
increased recognition of peer-to-peer meeting programs as an effective
promotional technique and increased levels of marketing and educational spending
in the pharmaceutical industry.
Principal elements of the Company's growth strategy have been 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
three 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. In October 1998 the management fee for 1999 was established.
The fee-for-service component is dependent upon the level of services provided.
In December 1998, the Company signed its second field force logistics contract
with a pharmaceutical company to provide field force logistics services through
December 2001. This second contract is significantly smaller than the Company's
first field force logistics contract, and it also provides for a management fee
component and a fee-for-service component. The Company believes field 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
existing contracts will be extended. 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.
In late 1998, the Company was advised that a significant customer would not be
making any new commitments for speaker training and advisory panel meetings with
the Company. This customer represented 27% of the Company's total revenues
during the year ended December 31, 1998. A substantial portion of this revenue
was comprised of speaker training and advisory panel meetings. Based on further
discussions with this customer, except for a limited amount of speaker training
revenue in the three-month period ended March 31, 1999, the Company believes it
will not produce any revenue related to this customer in 1999. This customer
represented less than 5% of the Company's total revenues during the three-month
period ended March 31, 1999. The Company believes it will be more successful by
focusing on other existing and new services which are more profitable than
attempting to replace the anticipated loss in speaker training and advisory
panel meetings revenue, as such 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 grow 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,
the Company will attempt to replace the non-speaker training and advisory panel
revenue from this customer by increasing its peer-to-peer meeting and
educational conferencing business with existing
8
<PAGE>
and new clients. There can be no assurance that the Company will be able to
build other customer relations to the level necessary to fully replace the
anticipated loss of non-speaker training and advisory panel revenue previously
generated by this client.
Although revenues from the Company's peer-to-peer meeting business grew from
$33.4 million in 1996 to $45.1 million in 1997 and then to $52.8 million in
1998, the Company does not anticipate that future growth of revenues from this
line of business will continue at such an accelerated rate. Furthermore, the
Company believes that the aforementioned loss of a significant customer will
negatively impact the Company's peer-to-peer meeting revenue in 1999 as compared
to 1998. Revenues from this line of business decreased from $7.7 million in the
first three months of 1998 to $7.5 million in the first three months of 1999,
including the effect of the loss of revenue from this previously significant
customer. In addition, although revenues from the Company's symposia services
(also known as speaker training meetings) increased from $1.5 million in 1996 to
$20.7 million in 1997 and to $28.9 million in 1998, due to the aforementioned
loss of the significant customer and the Company's focus on replacing the
speaker training revenue related to this customer with revenue from other
services, the Company anticipates a significant decrease in symposia revenue in
1999 as compared to 1998. Revenues from this line of business decreased from
$12.3 million in the first three months of 1998 to $4.0 million in the first
three months of 1999.
Certain of BLP's newer services, particularly symposia and field sales force
logistics, have lower gross margin percentages than the Company's historical
peer-to-peer meeting business, while other services, particularly educational
conferencing, have higher gross margin percentages than the Company's historical
peer-to-peer meeting business. As such, the mix of business generated from
individual services could impact the Company's operating profit percentage. In
addition, 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, negatively impacted the Company's
1998 financial performance. Due to those costs and the 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 was
less than that achieved in 1997. The Company's objective is to enhance its
operating profit through efficiency efforts, carefully managing operating
expenses, improving its mix of revenue and increasing its overall 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
is greater than anticipated, the proportion of educational conferencing revenue
is less than anticipated or total revenues do not grow sufficiently to fully
leverage its operating expenses.
The Company incurred a net loss of $1.1 million during the three-month period
ended March 31, 1999. Included in these results was a non-cash, pre-tax charge
of approximately $750,000 related to the writedown of goodwill associated with
the Company's January 1998 acquisition of Decision Point, Inc.. The Company's
near term goals include improving operational efficiencies and better aligning
costs and expenses with anticipated revenues. To achieve these goals, the
Company is currently reviewing business processes and rationalizing personnel
and facilities. In connection with these activities, the Company anticipates
recording a restructuring provision in the three-month period ending June 30,
1999 of approximately $1.0 million to $2.0 million, based on initial
assessments.
9
<PAGE>
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
March 31,
----------------------------------------
1999 1998
---------------- --------------
<S> <C> <C>
Revenues........................................ 100.0 % 100.0%
Cost of sales................................... 73.8 73.9
--------------- -------------
Gross profit............................... 26.2 26.1
Goodwill impairment charge...................... 2.2 --
Selling, general and administrative expenses.... 30.7 18.0
--------------- -------------
Operating income (loss).................... (6.7) 8.1
Interest income, net............................ (1.2) (1.0)
--------------- -------------
Income (loss) before income taxes............... (5.5) 9.1
Provision (benefit) for income taxes............ (2.2) 3.3
--------------- -------------
Net income (loss)............................... (3.3)% 5.8%
=============== =============
</TABLE>
THREE MONTHS ENDED MARCH 31, 1999 COMPARED TO THE THREE MONTHS ENDED MARCH 31,
1998
Revenues increased $1.7 million, or 5%, from $32.1 million in the three-month
period ended March 31, 1998 to $33.8 million in the three-month period ended
March 31, 1999. This growth primarily resulted from an increase of $4.0 million
in educational conferencing services, an increase of $3.7 million in revenue
from contract sales services and an increase of $2.5 million in revenue from
field sales force logistics services, offset by a $8.5 million decrease in
promotional conferencing services revenue. The decrease in the Company's
promotional conferencing services revenue was comprised of a decrease in
symposia services revenue of $8.3 million and a $0.2 million decrease in
revenues from peer-to-peer meetings and other conferencing services.
Cost of sales increased $1.2 million, or 5%, from $23.8 million in the three-
month period ended March 31, 1998 to $25.0 million in the three-month period
ended March 31, 1999. Cost of sales as a percentage of revenues decreased from
73.9% in the prior year period to 73.8% in the current year period. This
decrease was due to a lower proportion of symposia services revenue in the
current year period versus the prior year period coupled with a higher
proportion of educational services revenue in the current year period versus the
prior year period. Educational services revenue have a higher gross profit
percentage than the Company's historical peer-to-peer meeting business, while
symposia services revenue have a lower gross profit percentage when compared to
other business segments within the Company. The overall decrease in cost of
sales as a percentage of revenues was substantially offset by an
underutilization of the Company's telerecruiting center, and a contract pricing
modification related to one customer in which the Company is compensated on an
attendee per meeting basis as opposed to a per meeting basis, which was the
historical criteria.
During the three-month period ended March 31, 1999, the Company determined
that the remaining goodwill balance of $754,000 associated with the acquisition
of Decision Point, Inc. in January 1998 was impaired. As a result, the Company
incurred a one-time charge to write down the asset value to zero during the
three-month period ended March 31, 1999. As a percentage of revenues, this
charge represented 2.2% of revenues for the three-month period ended March 31,
1999.
Selling, general and administrative expenses increased $4.6 million, or 79%,
from $5.8 million in the three-month period ended March 31, 1998 to $10.4
million in the three-month period ended March 31,
10
<PAGE>
1999. This increase was due to the cost of personnel additions of approximately
$3.0 million, including the personnel of acquired companies, and an increase in
other operating costs of approximately $1.6 million incurred to support the
Company's growth. Selling, general and administrative expenses increased as a
percentage of revenues from 18.0% in the prior year period to 30.7% in the
current year period as the increase in selling, general and administrative
expenses was partially offset by the increase of revenues.
Operating income (loss) decreased $4.9 million, or 186%, from income of $2.6
million in the three-month period ended March 31, 1998 to a loss of $2.3 million
in the three-month period ended March 31, 1999. Operating income (loss) as a
percentage of revenues decreased from income of 8.1% in the prior year period to
a loss of 6.7% 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 income was $308,000 in the three-month period ended March 31, 1998
compared to $384,000 in the three-month period ended March 31, 1999. This
increase was the result of the Company's higher average cash balance in the
current year period as compared to the prior year period, as the Company
retained cash obtained in the Company's secondary stock offering in May of 1998.
The provision (benefit) for income taxes for the three-month periods ended
March 31, 1999 and March 31, 1998 reflect estimated Federal and state income tax
expense partially offset by the utilization of benefits from net operating
losses previously not recognized in 1998 and the recording of the benefits of
the net loss in 1999.
LIQUIDITY AND CAPITAL RESOURCES
At March 31, 1999, the Company had $56.2 million in net working capital, a
decrease of $0.3 million from December 31, 1998. The Company's primary sources
of liquidity as of March 31, 1999 consisted of cash and cash equivalents,
accounts receivable and borrowing availability under a revolving credit
facility. The Company's accounts receivable turnover averaged 101, 93 and 84
days for the periods ended March 31, 1999, December 31, 1998 and December 31,
1997. The allowance for doubtful accounts was $0.7 million at March 31, 1999,
$0.5 million at December 31, 1998 and $0.4 million at December 31, 1997.
During the three months ended March 31, 1999, the Company generated $7.6
million in operating activities and used $6.7 million in investing activities.
The $7.6 million provided by operating activities was primarily related to the
decrease in business experienced by the Company throughout the first three
months of 1999 as compared to the three-month period ended December 31, 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 or decline the
Company believes it will be able to generate cash from operations.
The $6.7 million of cash used in investing activities was comprised of $5.7
million used for business acquisitions and $1.0 million used to purchase
computer, telephone and office equipment.
Financing activities during the three-month period ended March 31, 1999
generated $0.1 million of net cash inflows, primarily as a result of proceeds
from the exercises of stock options.
The Company made cash payments of approximately $5.7 million during the three-
month period ended March 31, 1999 based upon the attainment of contingent
payment goals established during the acquisitions of Medical Education Systems,
Inc. ("MES") and Strategic Implications International, Inc. The Company
anticipates paying $0.4 million in cash and issuing approximately 10,000 shares
of Common Stock in May 1999 for contingent payments related to the acquisition
of Strategem Plus, Inc. In addition, the Company may be required to pay an
additional $5.0 million in contingent cash payments based on the attainment of
certain operating income goals of MES, during the period ending May 31, 1999,
and may be required to pay additional contingent payments related to the
purchase of Strategem Plus, Inc., based upon revenue goals of the acquired
business during the twelve-month period ending August 31, 1999.
11
<PAGE>
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, 1998 and March 31, 1999 no amounts were
outstanding under the revolving credit facility.
YEAR 2000
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 August 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 worst case Year 2000
scenarios with respect to its third party relationships, including developing
alternative third-party relationships, if necessary. A reasonable worst case
scenario would involve the failure of the Company's teleconferencing center and
computer systems that support the field sales force logistics operations. If
this worst case scenario occurred for any significant period, it could have a
material adverse impact on our business, results of operations, liquidity and
financial position.
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. There can be no guarantee, however, that a Year 2000 failure
will not arise. This is due to the uncertainty surrounding potential third-party
related Year 2000 problems, as well as our potential failure to discover all of
our own susceptible internal systems. The Company's costs incurred to date
associated with respect to the Year 2000 issue have been approximately $150,000.
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 be
approximately $200,000 in total. 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 1998, the Company adopted the Statement of Financial Accounting Standards
No. 131, "Disclosures about Segments of an Enterprise and Related Information"
("SFAS 131"). SFAS 131 supersedes FASB Statement No. 14, "Financial Reporting
for Segments of a Business Enterprise". SFAS 131 establishes standards for
reporting of financial information about operating segments in interim and
annual financial statements.
CERTAIN FACTORS THAT MAY AFFECT FUTURE RESULTS
Certain statements contained in this report, including statements regarding
the anticipated development of the Company's business, the intent, belief or
current expectations of the Company, its directors or its officers, primarily
with respect to the Company's business model and future operating performance of
the Company, including expectations regarding results in future periods,
operating performance and growth in 1999, the effects of loss of revenue and the
magnitude and timing of revenues from new and existing clients, expectations
regarding business units within the Company, the amount of any future
restructuring charge, and prospects for diversification of business with
clients, and other statements contained herein regarding matters that are not
historical facts, are "forward-looking" statements (as such term is defined in
the Private Securities Litigation Reform Act of 1995). Because such statements
are subject to 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 forward-looking statements. Factors that could cause actual results to
differ materially from those expressed or implied by such forward-looking
statements include, but are not limited to: uncertainties regarding the market,
acceptance of the Company's new services, loss of material contracts or
customers, difficulties inherent in locating acquisition candidates and
consummating acquisitions, and those risks and uncertainties contained under the
heading "Risk Factors" in the Company's Form 10-K for the year ended December
31, 1998 and on page 6 of the Company's Registration Statement on Form S-1 as
amended, as filed with the Securities and Exchange Commission.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
None.
12
<PAGE>
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 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.
In addition, the Company, from time to time, is involved in legal proceedings
incurred in the normal course of business. The Company believes none of these
proceedings will have a material adverse effect on the financial condition or
liquidity of the Company.
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.
13
<PAGE>
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: May 13, 1999 By: /s/ Patrick G. LePore
--------------------------------------
Patrick G. LePore
Chief Executive Officer, President
and Chairman of the Board
(Principal Executive Officer)
Date: May 13, 1999 By: /s/ Martin J. Veilleux
--------------------------------------
Martin J. Veilleux
Chief Financial Officer, Secretary and
Treasurer (Principal Financial and
Accounting Officer)
14
<PAGE>
EXHIBIT INDEX
Exhibit Number Description
-------------- -----------
27 Financial Data Schedule
15
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
COMPANY'S BALANCE SHEET AT MARCH 31, 1999 AND STATEMENTS OF OPERATIONS FOR THE
THREE MONTHS ENDED MARCH 31, 1999 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE
TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> MAR-31-1999
<CASH> 37,894
<SECURITIES> 0
<RECEIVABLES> 38,740
<ALLOWANCES> 685
<INVENTORY> 0
<CURRENT-ASSETS> 2,785
<PP&E> 10,927
<DEPRECIATION> 2,525
<TOTAL-ASSETS> 119,795
<CURRENT-LIABILITIES> 22,528
<BONDS> 0
0
0
<COMMON> 169
<OTHER-SE> 96,318
<TOTAL-LIABILITY-AND-EQUITY> 119,795
<SALES> 0
<TOTAL-REVENUES> 33,849
<CGS> 0
<TOTAL-COSTS> 24,983
<OTHER-EXPENSES> 11,127
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (1,877)
<INCOME-TAX> (750)
<INCOME-CONTINUING> (1,127)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (1,127)
<EPS-PRIMARY> (0.09)
<EPS-DILUTED> (0.09)
</TABLE>
