<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 June 30, 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 AUGUST 5, 1999
----- -----------------------------
Common stock, par value $.01 share 12,699,495
================================================================================
<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 June 30, 1999 (unaudited) and December 31, 1998..... 3
Consolidated Statements of Operations for the Three Months Ended June 30, 1999 and
1998 (unaudited) and the Six Months Ended June 30, 1999 and 1998 (unaudited)....... 4
Consolidated Statements of Cash Flows for the Six Months Ended June 30, 1999 and
1998 (unaudited)................................................................... 5
Notes to Consolidated Financial Statements......................................... 6-9
Item 2. Management's Discussion and Analysis of Financial Condition and Results of
Operations......................................................................... 10-16
PART II OTHER INFORMATION
Item 1: Legal Proceedings...................................................... 17
Item 2: Changes in Securities.................................................. 17
Item 3: Defaults in Senior Securities.......................................... 17
Item 4: Submission of Matters to a Vote of Security Holders.................... 17
Item 5: Other Information...................................................... 18
Item 6: Exhibits and Reports on Form 8-K 18
(a) Exhibits
27 Financial Data Schedules
(b) Reports on Form 8-K
Signatures......................................................................... 19
Exhibit Index
</TABLE>
2
<PAGE>
BORON, LEPORE & ASSOCIATES, INC.
CONSOLIDATED BALANCE SHEETS
(In thousands)
<TABLE>
<CAPTION>
June 30, December 31,
1999 1998
------------------- ----------------
(Unaudited)
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents................................................... $ 32,283 $ 36,924
Accounts receivable, net.................................................... 42,902 44,394
Prepaid expense and other current assets.................................... 4,623 1,678
-------- --------
Total current assets.................................................... 79,808 82,996
Furniture, fixtures and equipment, at cost, net of accumulated depreciation of
$3,111 at June 30, 1999 and $2,036 at December 31, 1998......................... 8,250 7,884
Intangible assets............................................................... 37,294 33,592
Other assets.................................................................... 511 630
-------- --------
TOTAL ASSETS.................................................................... $125,863 $125,102
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable............................................................ $ 5,182 $ 5,138
Accrued payroll............................................................. 2,061 1,808
Accrued expenses............................................................ 12,974 9,981
Deferred revenue............................................................ 8,968 9,599
-------- --------
Total current liabilities....................................................... 29,185 26,526
-------- --------
Deferred income taxes........................................................... 780 1,080
-------- --------
Committments and contingencies
STOCKHOLDERS' EQUITY:
Common stock, $.01 par value, 50,000 shares authorized, 16,907 issued and
12,699 outstanding at June 30, 1999; 16,882 issued and 12,682 outstanding
at December 31, 1998........................................................ 169 169
Treasury stock at cost, 4,208 and 4,200 shares at June 30, 1999 and December
31, 1998, respectively...................................................... (24,354) (24,350)
Additional paid-in capital.................................................. 118,581 118,363
Retained earnings........................................................... 1,502 3,314
-------- --------
Total stockholders' equity.............................................. 95,898 97,496
-------- --------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY...................................... $125,863 $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 Six months ended
June 30, June 30,
------------------------------------------ -----------------------------------------
1999 1998 1999 1998
------------------ ----------------- ----------------- -----------------
<S> <C> <C> <C> <C>
Revenues................................. $ 38,568 $47,740 $ 72,417 $79,894
Cost of sales............................ 28,265 34,658 53,248 58,415
-------- ------- -------- -------
Gross profit......................... 10,303 13,082 19,169 21,479
-------- ------- -------- -------
Selling, general and administrative
expenses................................. 10,067 9,694 20,440 15,474
Provision for restructuring.............. 1,700 -- 1,700 --
Goodwill impairment charge............... -- -- 754 --
-------- ------- -------- -------
Total operating expenses............. 11,767 9,694 22,894 15,474
-------- ------- -------- -------
Operating income (loss).............. (1,464) 3,388 (3,725) 6,005
Interest income.......................... 409 319 793 627
-------- ------- -------- -------
Income (loss) before income taxes.... (1,055) 3,707 (2,932) 6,632
Provision (benefit) for income taxes..... (370) 1,335 (1,120) 2,385
-------- ------- -------- -------
Net income (loss).................... $ (685) $ 2,372 $ (1,812) $ 4,247
======== ======= ======== =======
Net income (loss) per common and common
equivalent share:
Basic................................ ($ 0.05) $ 0.20 ($ 0.14) $ 0.38
======== ======= ======== =======
Diluted.............................. ($ 0.05) $ 0.20 ($ 0.14) $ 0.37
======== ======= ======== =======
Weighted average number of common and
common equivalent shares:
Basic................................ 12,699 11,657 12,699 11,216
======== ======= ======== =======
Diluted.............................. 12,699 12,082 12,699 11,630
======== ======= ======== =======
</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>
Six Months Ended
June 30,
--------------------------------------
1999 1998
----------------- ---------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)............................................................. $(1,812) $ 4,247
Adjustments for noncash items included in operating activities:
Depreciation and amortization............................................. 1,938 773
Provision for doubtful accounts........................................... 570 --
Provision for restructuring............................................... 1,700 --
Goodwill impairment charge................................................ 754 --
Deferred income taxes..................................................... (300) 1,614
Change in operating asset and liability components:
Decrease (increase) in accounts receivable, net......................... 922 (22,165)
Increase in prepaid expenses and other assets........................... (2,945) (2,600)
Decrease in intangible assets........................................... 381 --
Decrease (increase) in other assets..................................... 119 (337)
Increase in accounts payable and accrued expenses....................... 2,090 7,613
(Decrease) increase in deferred revenue................................. (631) 106
------- --------
Net cash provided by (used in) operating activities................... 2,786 (10,749)
------- --------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of furniture, fixtures and equipment............................ (1,441) (2,850)
Business acquisitions, net of acquired cash............................... -- (14,843)
Business acquisitions, payment of earnout agreements...................... (6,100) --
------- --------
Net cash used in investing activities................................. (7,541) (17,693)
------- --------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from the issuance of common stock................................ -- 44,412
Proceeds from the exercise of stock options............................... 114 --
------- --------
Net cash provided by financing activities............................. 114 44,412
------- --------
Increase (decrease) in cash and cash equivalents...................... (4,641) 15,970
CASH AND CASH EQUIVALENTS, beginning of period................................ 36,924 24,016
------- --------
CASH AND CASH EQUIVALENTS, end of period...................................... $32,283 $ 39,986
======= ========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid during the period for:
Interest.................................................................... $ -- $ --
Taxes....................................................................... $ 1,471 $ 1,695
</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 Note 4 and the
provision for restructuring, as discussed in Note 5. 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 and share amounts
used to calculate basic and diluted earnings per share.
<TABLE>
<CAPTION>
Three months ended Six months ended
June 30, June 30,
-------------------------------------- --------------------------------------
(In thousands, except per share data) 1999 1998 1999 1998
---------------- -------------- ---------------- --------------
<S> <C> <C> <C> <C>
Numerator:
Net Income (Loss) -- Diluted.................... $ (685) $ 2,372 $(1,812) $ 4,247
======= ======= ======= =======
Net income (Loss) -- Basic...................... $ (685) $ 2,372 $(1,812) $ 4,247
======= ======= ======= =======
Denominator:
Weighted average shares outstanding -- Basic.... 12,699 11,657 12,699 11,216
Incremental shares from assumed conversions
of options..................................... -- 425 -- 414
------- ------- ------- -------
Weighted average shares outstanding -- Diluted.. 12,699 12,082 12,699 11,630
======= ======= ======= =======
Earnings (loss) per share -- Basic............... $ (0.05) $ 0.20 $ (0.14) $ 0.38
======= ======= ======= =======
Earnings (loss) per share -- Diluted............. $ (0.05) $ 0.20 $ (0.14) $ 0.37
======= ======= ======= =======
</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. ("Strategem"), a New Jersey
corporation. The purchase price was $1,600,000 in cash and 13,630 shares of the
Company's common stock. During the second quarter of 1999, the Company paid
$400,000 in cash and issued 9,934 shares of the Company's common stock to
Strategem based upon the attainment of certain revenue goals. In addition, the
Company may be required to pay an additional amount up to $700,000 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 $3,700,000 and
is being 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 July 1999, the Company paid an additional $4,500,000 to MES based upon the
attainment of certain operating income 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 $26,000,000 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 determination 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.
7
<PAGE>
BORON, LEPORE & ASSOCIATES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONT.)
(UNAUDITED)
(5) Provision for Restructuring:
In May 1999, the Company's management approved a plan to restructure its
operations. In connection with the restructuring, the Company recorded a
$1,700,000 provision for restructuring during the quarter ended June 30, 1999.
The restructuring plan provided for a workforce reduction of approximately 10%
of the total Company headcount, the downsizing or closing of certain office
locations and other costs which represent approximately 67%, 21% and 12%,
respectively. During the quarter ended June 30, 1999, the actual cash payment
related to this restructuring amounted to approximately $125,000 and related
primarily to the workforce reduction.
(6) 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.
On or about May 25, 1999, one stockholder of the Company filed a class action
lawsuit against the Company and certain of the Company's officers in the United
States District Court for the District of New Jersey. The suit alleges that the
Company, certain of its officers and directors, and certain institutional
stockholders violated the federal securities laws by making material
misrepresentations and omissions in certain public disclosures related to, among
other things, the secondary offering made by the Company in May 1998, the
Company's acquisition of Decision Point, Inc. in January 1998, the termination
of the Company's relationship with Glaxo-Wellcome, and the impact of various
events on the Company's earnings. The suit seeks unspecified damages. The
Company believes that the plaintiff's claims are without merit and intends to
vigorously defend the lawsuit. The Company believes that the defense of the
claims could involve significant litigation-related expenses.
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.
8
<PAGE>
BORON, LEPORE & ASSOCIATES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONT.)
(UNAUDITED)
(7) 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 For the Six Months
Ended June 30, Ended June 30,
1999 1998 1999 1998
--------------- --------------- --------------- -----------------
<S> <C> <C> <C> <C>
Revenues:
Marketing and Educational Services....... $18,974 $32,071 $36,376 $53,904
Field sales force logistics services..... 13,961 10,286 23,304 17,176
Contract sales services.................. 5,633 5,383 12,737 8,814
------- ------- ------- -------
Total revenues......................... $38,568 $47,740 $72,417 $79,894
======= ======= ======= =======
</TABLE>
9
<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 enhance its array of other marketing, educational and sales
services.
Following several years of relatively modest revenue growth, BLP's revenues
grew significantly from 1995 to 1998. This growth 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 reflected
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. The fee-for-service
component is dependent upon the level of services provided. Also in 1998, the
Company continued to enhance its newer service offerings, as it acquired two
medical education companies.
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, which is significantly smaller than the
Company's first field force logistics contract, also provides for a management
fee component and a fee-for-service component. In July 1999, the Company
commenced discussions with this customer to terminate the contract between the
two companies. The termination date has not been determined, however, the
Company does not expect to generate revenue from this contract after the three-
month period ended September 30, 1999. This contract represented 8% and 6% of
the Company's total revenues during the three-month and six-month periods ended
June 30, 1999, respectively.
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, and 0% of revenue during the three-month period
ended June
10
<PAGE>
30, 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 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 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 peer-to-peer meetings decreased from $24.9 million in the first six months
of 1998 to $17.0 million in the first six 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 $20.5 million in the
first six months of 1998 to $4.4 million in the first six 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 $1.8 million during the six-month period
ended June 30, 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., and a one-time, pre-
tax charge of approximately $1,700,000 related to a restructuring plan initiated
by the Company in the second quarter of 1999. The restructuring plan is
anticipated to be fully implemented by the fourth quarter of 1999 and is
expected to improve operational efficiencies and better align costs and expenses
with anticipated revenues.
During the second quarter ended June 30, 1999, the Company retained the
services of Bear, Stearns & Co. Inc. as its investment advisor, for the purpose
of pursuing strategic alternatives on behalf of the Company.
11
<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 Six months ended
June 30, June 30,
--------------------------------- ---------------------------------
1999 1998 1999 1998
------------ ------------- ------------- -------------
<S> <C> <C> <C> <C>
Revenues....................................... 100.0% 100.0% 100.0% 100.0%
Cost of sales.................................. 73.3 72.6 73.5 73.1
------------ ------------- ------------- -------------
Gross profit............................... 26.7 27.4 26.5 26.9
------------ ------------- ------------- -------------
Selling, general and administrative expenses... 26.1 20.3 28.2 19.4
Provision for restructuring.................... 4.4 -- 2.3 --
Goodwill impairment charge..................... -- -- 1.1 --
------------ ------------- ------------- -------------
Total operating expenses................... 30.5 20.3 31.6 19.4
------------ ------------- ------------- -------------
Operating income (loss).................... (3.8) 7.1 (5.1) 7.5
Interest income................................ 1.1 0.7 1.1 0.8
------------ ------------- ------------- -------------
Income (loss) before income taxes......... (2.7) 7.8 (4.0) 8.3
Provision (benefit) for income taxes.......... (0.9) 2.8 (1.5) 3.0
------------ ------------- ------------- -------------
Net income (loss)......................... (1.8)% 5.0% (2.5)% 5.3%
============ ============= ============= =============
</TABLE>
THREE MONTHS ENDED JUNE 30, 1999 COMPARED TO THE THREE MONTHS ENDED JUNE 30,
1998
Revenues decreased $9.1 million, or 19%, from $47.7 million in the three-month
period ended June 30, 1998 to $38.6 million in the three-month period ended June
30, 1999. This decline primarily resulted from a $15.5 million, or 61%,
decrease in promotional conferencing services revenue, offset by a $3.7 million
increase in revenue from field sales force logistics services, a $2.5 million
increase in revenue from educational conferencing services and a $0.2 million
increase in revenue from contract sales services. The decrease in promotional
conferencing services was comprised of a decrease in symposia revenue of $7.7
million and a $7.8 million decrease in revenues from peer-to-peer meetings and
other conferencing services. The increase in field sales force logistics
services includes $3.1 million in revenue from a contract which is currently
under discussion to be terminated.
Cost of sales decreased $6.4 million, or 18%, from $34.7 million in the three-
month period ended June 30, 1998 to $28.3 million in the three-month period
ended June 30, 1999. Cost of sales as a percentage of revenues increased from
72.6% in the prior year period to 73.3% in the current year period. The
increase in cost of sales as a percentage of revenues was primarily due to the
increased proportion of field sales force logistics revenue partially offset by
the decreased proportion of symposia services revenue, both of which have a
lower average gross profit than the Company's historical business due to their
higher proportion of production costs which are passed through to the customer
with little or no markup. This increase was partially offset by an increase in
educational services revenue, which has a higher gross profit percentage than
the Company's historical peer-to-peer meeting business. Cost of sales in the
three-month period ended June 30,1999 includes $2.5 million related to a field
sales force logistics contract which is currently under discussion to be
terminated.
12
<PAGE>
During the three-month period ended June 30, 1999, the Company initiated a
restructuring plan, which involved a reduction of approximately 10% of its
employees and the consolidation of its facilities. As a result, the Company
incurred a one-time restructuring charge of $1.7 million during the three-month
period ended June 30, 1999. As a percentage of revenues, this charge represented
4.4% of revenues for the three-month period ended June 30, 1999.
Selling, general and administrative expenses increased $0.4 million, or 4%, from
$9.7 million in the three-month period ended June 30, 1998 to $10.1 million in
the three-month period ended June 30, 1999. This increase was due to the cost
of personnel additions of approximately $0.2 million and an increase in other
operating costs of approximately $0.2 million. Selling, general and
administrative expenses increased as a percentage of revenues from 20.3% in the
prior year period to 26.1% in the current year period. This percentage increase
was largely the result of the aforementioned decrease in sales for the three-
month period ended June 30, 1999.
Operating income (loss) decreased $4.9 million, or 143%, from income of $3.4
million in the three-month period ended June 30, 1998 to a loss of $1.5 million
in the three-month period ended June 30, 1999. Operating income (loss) as a
percentage of revenues decreased from income of 7.1% in the prior year period to
a loss of 3.8% in the current year period. The decrease in operating income
(loss) as a percentage of revenues was due to the aforementioned increases in
cost of sales, selling, general and administrative expenses and the one-time
restructuring charge as a percentage of revenues.
Interest income was $0.3 million in the three-month period ended June 30, 1998
compared to $0.4 million in the three-month period ended June 30, 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.
The provision (benefit) for income taxes for the three-month periods ended June
30, 1999 and June 30, 1998 reflect estimated Federal and state income tax
expense partially offset by the utilization of benefits from net operating
losses not previously recognized in 1998 and the recording of the benefits of
the net loss in 1999.
Six Months Ended June 30, 1999 Compared to the Six Months Ended June 30, 1998
Revenues decreased $7.5 million, or 9%, from $79.9 million in the six-month
period ended June 30, 1998 to $72.4 million in the six-month period ended June
30, 1999. This decline primarily resulted from a $24.0 million, or 53%,
decrease in promotional conferencing services revenue, offset by a $6.1 million
increase in revenue from field force logistics services, $6.5 million increase
from educational conferencing services and a $3.9 million increase in revenue
from contract sales services. The decrease in promotional conferencing services
was comprised of a decrease in symposia revenue of $16.1 million and a $7.9
million decrease in revenues from peer-to-peer meetings and other conferencing
services. The increase in field sales force logistics services includes $4.2
million in revenue from a contract which is currently under discussion to be
terminated.
Cost of sales decreased $5.2 million, or 9%, from $58.4 million in the six-month
period ended June 30, 1998 to $53.2 million in the six-month period ended June
30, 1999. Cost of sales as a percentage of revenues increased from 73.1% in the
prior year period to 73.5% in the current year period. The increase in cost of
sales as a percentage of revenues was primarily due to the increased proportion
of field sales force logistics revenue partially offset by the decrease in
symposia services revenue, both of which have a lower average gross profit than
the Company's historical business due to their higher proportion of production
costs which are passed through to the customer with little or no markup. This
increase was partially offset by an increase in educational services revenue,
which has a higher gross profit percentage than the Company's historical peer-
to-peer meeting business. Cost of sales in the six-month period ended June 30,
1999 includes $3.1 million related to a field logistics contract which is
currently under discussion to be terminated.
During the six-month period ended June 30, 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 six-
13
<PAGE>
month period ended June 30, 1999. As a percentage of revenues, this charge
represented 1.1% of the revenues for the six-month period ended June 30, 1999.
During the six-month period ended June 30, 1999, the Company initiated a
restructuring plan, which involved the reduction of approximately 10% of its
employees and the consolidation of its facilities. As a result, the Company
incurred a one-time restructuring charge of $1.7 million during the six-month
period ended June 30, 1999. As a percentage of revenues, this charge represented
2.3% of revenues for the six-month period ended June 30,1999.
Selling, general and administrative expenses increased $4.9 million, or 32%,
from $15.5 million in the six- month period ended June 30, 1998 to $20.4 million
in the six-month period ended June 30, 1999. This increase was due to the cost
of personnel additions of approximately $3.2 million, including the personnel of
acquired companies, an increase in bad debts of approximately $0.6 million and
an increase in other operating costs of approximately $1.1 million. Selling,
general and administrative expenses increased as a percentage of revenues from
19.4% in the prior year period to 28.2% in the current year period. This
percentage increase was largely the result of the aforementioned decrease in
sales for the six-month period ended June 30, 1999.
Operating income (loss) decreased $9.7 million, or 162%, from income of $6.0
million in the six-month period ended June 30, 1998 to a loss of $3.7 million in
the six-month period ended June 30, 1999. Operating income (loss) as a
percentage of revenues decreased from income of 7.5% in the prior year period to
a loss of 5.1% in the current year period. The decrease in operating income
(loss) as a percentage of revenues was due to the aforementioned increases in
cost of sales, selling, general and administrative expenses, one-time
restructuring charge and the one-time charge to write down an impaired asset as
a percentage of revenues.
Interest income was $0.6 million in the six-month period ended June 30, 1998
compared to $0.8 million in the six-month period ended June 30, 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 six-month periods ended June
30, 1999 and June 30, 1998 reflect estimated Federal and state income tax
expense partially offset by the utilization of benefits from net operating
losses not previously recognized in 1998 and the recording of the benefits of
the net loss in 1999.
LIQUIDITY AND CAPITAL RESOURCES
At June 30, 1999, the Company had $50.6 million in net working capital, a
decrease of $5.8 million from December 31, 1998. The Company's primary sources
of liquidity as of June 30, 1999 consisted of cash and cash equivalents,
accounts receivable and borrowing availability under a revolving credit
facility. The Company's accounts receivable turnover averaged 100, 93 and 84
days for the periods ended June 30, 1999, December 31, 1998 and December 31,
1997. The allowance for doubtful accounts was $0.8 million at June 30, 1999,
$0.5 million at December 31, 1998 and $0.4 million at December 31, 1997.
During the six months ended June 30, 1999, the Company generated $2.8 million
in operating activities and used $7.6 million in investing activities. The $2.8
million provided by operating activities was primarily related to the decrease
in business experienced by the Company throughout the first six months of 1999
as compared to the six-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 $7.5 million of cash used in investing activities for the six-month period
ended June 30, 1999 was comprised of $6.1 million used for business acquisitions
and $1.4 million used to purchase computer, telephone and office equipment. The
Company made cash payments of approximately $6.1 million during
14
<PAGE>
the six-month period ended June 30, 1999 based upon the attainment of contingent
payment goals established during the acquisitions of Medical Education Systems,
Inc. ("MES"), Strategic Implications International, Inc., and Strategem Plus,
Inc. ("Strategem"). In addition, in July 1999 the Company paid an additional
$4.5 million in contingent cash payments based on the attainment of certain
operating income goals of MES. The Company may be required to pay additional
contingent payments related to the purchase of Strategem, based upon revenue
goals of the acquired business during the twelve-month period ending August 31,
1999.
Financing activities during the six-month period ended June 30, 1999 generated
$0.1 million of net cash inflows, primarily as a result of proceeds from the
exercises of stock options.
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 June 30, 1999 no amounts were
outstanding under the revolving credit facility.
YEAR 2000 READINESS DISCLOSURE
During 1998 and the first half of 1999, 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 September 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 the Company's 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 the Company's potential failure to
discover all of its own susceptible internal systems. The Company's costs
incurred to date associated with respect to the Year 2000 issue have been
approximately $200,000. 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 $250,000 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.
15
<PAGE>
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 the possible cost savings
associated with the Company's restructuring plan in current and future periods,
trends in the mix of educational and marketing services revenues toward more
value-added products, the possible effects aimed at improving costs and
efficiencies, expectations regarding certain field force logistics relationships
and related revenues and profits, and 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, the effect of
Year 2000 on the Company, its customers and its suppliers, expectations
regarding business units within the Company, 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
include, but are not limited to: uncertainties regarding implementation of the
restructuring plan, continuation of trends in educational and marketing
services, risks relating to the market for the Company's services, acceptance of
the Company's new services, 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
16
<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.
On or about May 25, 1999, one stockholder of the Company filed a class action
lawsuit against the Company and certain of the Company's officers in the United
States District Court for the District of New Jersey. The suit alleges that the
Company, certain of its officers and directors, and certain institutional
stockholders violated the federal securities laws by making material
misrepresentations and omissions in certain public disclosures related to, among
other things, the secondary offering made by the Company in May 1998, the
Company's acquisition of Decision Point, Inc. in January 1998, the termination
of the Company's relationship with Glaxo-Wellcome, and the impact of various
events on the Company's earnings. The suit seeks unspecified damages. The
Company believes that the plaintiff's claims are without merit and intends to
vigorously defend the lawsuit. The Company believes that the defense of the
claims could involve significant litigation-related expenses.
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
In April, 1999, pursuant to the earn out provisions of an Asset Purchase
Agreement with Strategem Plus, Inc. ("Strategem") entered into in August, 1998,
the Company issued 9,934 shares of its common stock to Strategem in reliance
upon the exemption from registration under Section 4(2) of the Securities Act.
Item 3. Defaults upon Senior Securities
Not applicable.
Item 4. Submission of Matters to a Vote of Security Holders
The Company held its 1999 Annual Meeting of Stockholders on May 27,1999. At
the meeting, the following directors were elected to serve until the 2002 Annual
Meeting.
Vote For Vote Withheld
-------- -------------
Joseph E. Smith 11,288,000 58,013
Melvin Sharoky 11,288,400 57,613
17
<PAGE>
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
Form 8-K filed June 10, 1999 related to the stockholder lawsuit.
18
<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: August 13, 1999 By: /s/ Patrick G. LePore
--------------------------------------
Patrick G. LePore
Chief Executive Officer, President
and Chairman of the Board
(Principal Executive Officer)
Date: August 13, 1999 By: /s/ Martin J. Veilleux
--------------------------------------
Martin J. Veilleux
Chief Financial Officer, Secretary and
Treasurer (Principal Financial and
Accounting Officer)
19
<PAGE>
EXHIBIT INDEX
Exhibit Number Description
-------------- -----------
27 Financial Data Schedule
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
COMPANY'S BALANCE SHEET AT JUNE 30, 1999 AND STATEMENTS OF OPERATIONS FOR THE
THREE AND SIX MONTHS ENDED JUNE 30, 1999 AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO THE FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C> <C>
<PERIOD-TYPE> 3-MOS 6-MOS
<FISCAL-YEAR-END> DEC-31-1999 DEC-31-1999
<PERIOD-START> APR-01-1999 JAN-01-1999
<PERIOD-END> JUN-30-1999 JUN-30-1999
<CASH> 0 32,283
<SECURITIES> 0 0
<RECEIVABLES> 0 43,705
<ALLOWANCES> 0 803
<INVENTORY> 0 0
<CURRENT-ASSETS> 0 79,808
<PP&E> 0 11,361
<DEPRECIATION> 0 3,111
<TOTAL-ASSETS> 0 125,863
<CURRENT-LIABILITIES> 0 29,185
<BONDS> 0 0
0 0
0 0
<COMMON> 0 169
<OTHER-SE> 0 95,729
<TOTAL-LIABILITY-AND-EQUITY> 0 125,863
<SALES> 0 0
<TOTAL-REVENUES> 38,568 72,417
<CGS> 28,265 53,248
<TOTAL-COSTS> 28,265 53,248
<OTHER-EXPENSES> 11,347 22,324
<LOSS-PROVISION> 420 570
<INTEREST-EXPENSE> 0 0
<INCOME-PRETAX> (1,055) (2,932)
<INCOME-TAX> (370) (1,120)
<INCOME-CONTINUING> (685) (1,812)
<DISCONTINUED> 0 0
<EXTRAORDINARY> 0 0
<CHANGES> 0 0
<NET-INCOME> (685) (1,812)
<EPS-BASIC> (0.05) (0.14)
<EPS-DILUTED> (0.05) (0.14)
</TABLE>
