<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, 2000
or
[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the Transition Period From _______________ to __________________
Commission file number 0-30318
VENTIV HEALTH, INC.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation or organization)
52-2181734
(IRS Employer Identification No.)
1114 Avenue of the Americas, New York, New York 10036
(Address of principal executive office and zip code)
(212) 768-8000
(Registrant's telephone number, including area code)
Indicate by check mark whether registrant (1) has filed all reports required to
be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 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 [_]
*Based upon satisfaction of the conditions set forth in Staff Legal
Bulletin No. 4
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
Common Stock, par value $0.001, 22,587,792 shares outstanding as
of May 5, 2000
<PAGE>
VENTIV HEALTH, INC.
FORM 10-Q
INDEX
PART I. FINANCIAL INFORMATION Page
Item 1. Financial Statements
Condensed Consolidated Balance Sheets as of March 31, 2000 (unaudited)
and December 31, 1999 1
Condensed Consolidated Statements of Earnings for the three months
ended March 31, 2000 and 1999 (unaudited) 2
Condensed Consolidated Statements of Cash Flows for the three months
ended March 31, 2000 and 1999 (unaudited) 3
Notes to Condensed Consolidated Financial Statements 4-6
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations 7-10
Item 3. Quantitative and Qualitative Disclosures About Market Risk 10-11
PART II. OTHER INFORMATION
Item 1. Legal Proceedings 12
Item 4. Submission of Matters to a Vote of Security Holders 12
Item 5. Other Information 12
Item 6. Exhibits and Reports on Form 8-K 12
SIGNATURES 13
<PAGE>
PART I. FINANCIAL INFORMATION
ITEM 1. Financial Statements
VENTIV HEALTH, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands, except share data)
<TABLE>
<CAPTION>
March 31, December 31,
2000 1999
----------- --------------
(unaudited)
ASSETS
<S> <C> <C>
Current assets:
Cash and equivalents....................................................... $ 38,527 $ 37,627
Marketable securities...................................................... 1,815 1,898
Accounts receivable, net of allowances for doubtful accounts of
$2,526 and $2,517 at March 31, 2000 and December 31, 1999
respectively............................................................. 48,387 51,158
Unbilled services.......................................................... 18,118 13,430
Other current assets....................................................... 9,017 7,568
-------- --------
Total current assets.................................................... 115,864 111,681
Property and equipment, net.................................................. 14,582 14,742
Goodwill and other intangible assets, net.................................... 93,801 95,816
Deferred tax asset........................................................... 9,902 9,732
Investments and other noncurrent assets...................................... 3,190 1,293
-------- --------
Total assets............................................................ $237,339 $233,264
======== ========
LIABILITIES AND STOCKHOLDER'S EQUITY
Current liabilities:
Lines of credit............................................................ $ 9,000 $ 36
Current maturities of long-term debt....................................... 55 55
Accrued payroll............................................................ 17,837 18,082
Accounts payable........................................................... 8,782 8,801
Accrued expenses........................................................... 25,877 26,971
Client advances............................................................ 3,059 4,346
Unearned revenue........................................................... 22,208 28,060
-------- --------
Total current liabilities............................................... 86,818 86,351
-------- --------
Long-term debt............................................................... 13,356 1,155
Other liabilities............................................................ 5 5
Commitments and contingencies................................................ -- --
Stockholders' Equity:
Preferred stock, $.001 par value, 10,000,000 shares authorized, none issued
and outstanding at March 31, 2000, and December 31, 1999.................... -- --
Common stock, $.001 par value, 50,000,000 shares authorized; 23,319,925 shares and
25,231,215 shares issued and outstanding at March 31, 2000 and December 31,
1999, respectively.......................................................... 23 25
Additional paid-in-capital................................................... 161,992 176,495
Deferred compensation........................................................ (3,846) (4,219)
Treasury stock, at cost, 30,000 shares and 494,000 shares at March 31, 2000
and December 31, 1999, respectively......................................... (292) (4,307)
Accumulated other comprehensive losses....................................... (3,663) (2,401)
Retained deficit............................................................. (17,054) (19,840)
-------- --------
Total stockholders' equity.............................................. 137,160 145,753
-------- --------
Total liabilities and stockholders' equity.............................. $237,339 $233,264
======== ========
</TABLE>
See accompanying notes to condensed consolidated financial statements
1
<PAGE>
VENTIV HEALTH, INC.
CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS
(unaudited)
<TABLE>
<CAPTION>
For the Three Months
Ended March 31,
----------------------------
2000 1999
---------- -------------
(in thousands,
except per share amounts)
<S> <C> <C>
Revenues $ 98,917 $ 86,939
Operating expenses:
Costs of services 81,239 67,280
Selling, general and administrative expenses 12,883 9,922
Non-recurring costs -- 1,576
---------- ----------
Operating income 4,795 8,161
Interest expense (469) (41)
Investment income 318 278
---------- ----------
Earnings before income taxes 4,644 8,398
Provision for income taxes 1,858 3,309
---------- ----------
Net earnings $ 2,786 $ 5,089
========== ==========
Earnings per share (see Note 4):
Basic $ 0.12 $ 0.21
========== ==========
Diluted $ 0.12 $ 0.21
========== ==========
</TABLE>
See accompanying notes to condensed consolidated financial statements.
2
<PAGE>
VENTIV HEALTH, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)
<TABLE>
<CAPTION>
For the Three Months
Ended March 31,
---------------------------------
2000 1999
----------- -----------
(in thousands)
<S> <C> <C>
Cash flows from operating activities:
Net earnings $ 2,786 $ 5,089
Adjustments to reconcile net earnings to net cash
used in operating activities:
Depreciation and amortization 2,407 1,766
Deferred taxes (334) (55)
Loss on disposal of assets 109 139
Non-cash expense for restricted stock vesting 173 --
Changes in assets and liabilities:
Accounts receivable, net 2,771 (5,902)
Unbilled services (4,688) (8,805)
Deposits and other noncurrent assets (103) 3,298
Accrued payroll, accounts payable and accrued expenses (1,358) (4,997)
Client advances (1,287) 3,307
Unearned revenue (5,852) 1,077
Other (850) (483)
----------- -----------
Net cash used in operating activities (6,020) (5,566)
----------- -----------
Cash flows from investing activities:
Cash on hand at acquired businesses -- 2,917
Purchase of subsidiaries -- (1,135)
Investment in Rxcentric.com, Inc. (2,000) --
Purchase of property and equipment (1,275) (2,095)
----------- -----------
Net cash used in investing activities (3,275) (313)
----------- -----------
Cash flows from financing activities:
Net borrowings (repayment) of debt 21,165 (1,135)
Purchases of treasury shares (10,780) --
Investments and advances from Snyder -- 5,754
Proceeds from the exercise of stock options 234 --
----------- -----------
Net cash provided by financing activities 10,619 4,619
----------- -----------
Effect of exchange rate changes on cash and equivalents (424) (116)
----------- -----------
Net increase (decrease) in cash and equivalents 900 (1,376)
Cash and equivalents, beginning of period 37,627 25,664
----------- -----------
Cash and equivalents, end of period $ 38,527 $ 24,288
=========== ===========
Supplemental disclosures of cash flow information:
Cash paid for interest $ 445 $ 156
Cash paid for income taxes $ 987 $ 1,171
Supplemental disclosures of non-cash activities:
Businesses acquired with Snyder stock -- $ 16,459
</TABLE>
See accompanying notes to condensed consolidated financial statements.
3
<PAGE>
VENTIV HEALTH, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
1. Organization, Business and Basis of Presentation:
Organization
Snyder Communications, Inc. ("Snyder'"), a Delaware corporation, completed
an initial public offering of its common stock on September 24, 1996. Snyder
created the business currently conducted by the registrant, Ventiv Health, Inc.
("Ventiv"), in 1997 as a result of a merger transaction with a U.S. provider of
pharmaceutical sales and marketing services. After forming its pharmaceutical
sales and marketing services business segment in 1997, Snyder completed a series
of acquisitions that expanded the magnitude, scope of services and geographic
presence of this business.
On June 22, 1999, the Board of Directors of Snyder approved a plan to
effect the distribution (the "Distribution") of Snyder's healthcare marketing
assets of its healthcare marketing services business in the third quarter of
1999 to a newly formed subsidiary, Ventiv Health, Inc. Snyder consummated the
Distribution on September 27, 1999 through a special dividend of one share of
common stock of Ventiv Health, Inc. for every three shares of Snyder common
stock. As a result of the Distribution, Ventiv became an independent, publicly
traded corporation [NASDAQ: VTIV].
Business
Ventiv is a leading marketing and sales company providing innovative
strategic and tactical solutions globally for the pharmaceutical and life
sciences industry. The Company offers a broad range of integrated services
including: specially designed strategic marketing plans, educational programs
targeted to physicians, and sales execution utilizing its own extensive sales
network. Clients include many of the leading pharmaceutical companies, including
AstraZeneca Pharmaceuticals, Bausch & Lomb, Baxter, Bayer, Bristol-Myers Squibb,
Eli Lilly, Glaxo Wellcome, Johnson & Johnson, Merck, Novartis, Pfizer,
Pharmacia, Roche and SmithKline Beecham. Ventiv Health employs approximately
5,000 people across the United States, France, Germany, United Kingdom, Austria,
and Hungary.
Basis of Presentation
The operations of Ventiv Health, Inc. consist principally of the healthcare
sales, healthcare market research and strategic planning, and healthcare
educational communications services formerly conducted by the healthcare
marketing services segment of Snyder.
The unaudited condensed consolidated financial statements present the
financial position, results of operations and cash flows of Snyder's healthcare
marketing services business, referred to herein as "Ventiv", "Ventiv Health" or
the "Company", as if it were operated as a stand-alone entity apart from Snyder
for all periods prior to the Distribution. Snyder's historical basis in the
assets and liabilities contributed to Ventiv in the Distribution has been
carried over and appropriately reflected in these condensed consolidated
financial statements. All expenses reflected in the condensed consolidated
financial statements for periods prior to the Distribution are costs
specifically identified to the Company. It is not practicable to estimate costs
that would have been incurred by the Company if it had been operated on a stand-
alone basis prior to the Distribution.
The accompanying unaudited condensed consolidated financial statements have
been prepared pursuant to the interim rules and regulations of the Securities
and Exchange Commission. As a result, certain information and footnote
disclosures normally included in financial statements prepared in accordance
with generally accepted accounting principles ("GAAP") have been omitted. The
Company believes that the disclosures made are adequate to make the information
presented not misleading. The condensed consolidated financial statements
reflect all adjustments (consisting of only normal recurring adjustments) which,
in the opinion of management, are necessary to present fairly the financial
position, results of operations and cash flows of the Company as of March 31,
2000. Operating results for the three-month period ended March 31, 2000 are not
necessarily indicative of the results that may be expected for the year ended
December 31, 2000. The condensed consolidated financial statements should be
read in conjunction with the consolidated financial statements and accompanying
notes included in the Company's Annual Report on Form 10-K for the year ended
December 31, 1999, filed with the Securities and Exchange Commission on March
30, 2000.
2. Strategic Business Alliances and Related Transactions
On March 10, 2000, Ventiv entered into an exclusive strategic alliance with
Rxcentric.com, Inc. (Rxcentric), a privately-held New York, NY based company
which provides physicians with rapid access to comprehensive drug and
pharmaceutical-related information via the Internet. Pursuant to a multi-year
agreement, the companies will share in the revenues generated from this
alliance, subject to significant revenue and physician recruitment milestones.
In connection with this strategic alliance, Ventiv has invested $2 million in
Rxcentric in exchange for a minority equity position in the firm, which is being
accounted for under the cost method.
Following this transaction, the company announced the formation of a new
operating unit, eVentiv, which will focus on the development of Internet-based
solutions that complement Ventiv's existing sales, communications and strategic
consulting businesses, enhancing the Company's ability to provide superior
outsourced marketing and sales solutions. Specifically, eVentiv will focus on
the design and development of solutions oriented toward physician interaction (a
primary objective of the alliance with Rxcentric), patient interaction and
value-added information for pharmaceutical clients.
Ventiv does not expect eVentiv or business generated through the alliance
with Rxcentric to materially affect results of operations for the year ending
December 31, 2000.
4
<PAGE>
VENTIV HEALTH, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
3. Share Repurchase Program:
On March 15, 2000, the Board of Directors authorized the repurchase of an
additional $12.5 million of the Company's stock, bringing the total authorized
to $37.5 million. During the fiscal quarter ended March 31, 2000 and
cumulatively through that date, the Company repurchased 1,097,500 and 1,591,500
shares for approximately $10.8 million and $15.1 million, respectively
(including applicable fees and broker's commissions).
4. Earnings Per Share:
The Company has applied Statement of Financial Accounting Standards No.
128, "Earnings Per Share" ("SFAS No. 128") to all periods presented in these
financial statements. SFAS No. 128 requires disclosure of basic and diluted
earnings per share ("EPS"). Basic EPS is computed by dividing reported earnings
available to common stockholders by the weighted average number of shares
outstanding without consideration of common stock equivalents or other
potentially dilutive securities. Diluted EPS gives effect to common stock
equivalents and other potentially dilutive securities outstanding during the
period. For periods prior to the Distribution, basic and diluted EPS was
calculated on a pro forma basis using the number of shares of Ventiv common
stock that were issued upon the Distribution. For periods ending subsequent to
the date of the Distribution, the number of shares used to calculate net per
share was based on the actual number of shares of Ventiv common stock and common
stock equivalents outstanding. Basic and diluted EPS are the same from the date
of the earliest period presented through the date of the Distribution, as there
were no Ventiv employee stock options or restricted shares granted until the
date of the Distribution.
The following table presents a reconciliation of the numerators and
denominators of basic and diluted EPS for the three months ended March 31, 2000
and pro forma basic and diluted EPS for the three months ended March 31, 1999:
<TABLE>
<CAPTION>
(in thousands, except per share data) Three Months Ended March 31,
---------------------------
2000 1999
---- ----
<S> <C> <C>
Basic EPS Computation
- ---------------------
Net earnings $ 2,786 $ 5,089
Weighted average common shares outstanding 22,956 23,715
Basic EPS $ 0.12 $ 0.21
======= =======
Diluted EPS Computation
- -----------------------
Net earnings $ 2,786 $ 5,089
Adjustments to net earnings -- --
------- -------
Net earnings, as adjusted $ 2,786 $ 5,089
======= =======
Diluted common shares outstanding:
Weighted average common shares outstanding 22,956 23,715
Employee Stock Options 307 --
Restricted Stock Awards
Total diluted common shares outstanding 131 --
------- -------
23,394 23,715
======= =======
Diluted EPS $ 0.12 $ 0.21
======= =======
</TABLE>
5. Significant Clients:
During the three months ended March 31, 2000 and 1999, a single client,
Bristol-Myers Squibb, Inc., accounted for approximately 25% and 10% of the
Company's total revenue, respectively. The Company expects that this client will
continue to provide a portion of the Company's revenue similar to that
contributed in the three-month period ended March 31, 2000 for the remainder of
the year.
5
<PAGE>
VENTIV HEALTH, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATESMENTS
(unaudited)
6. Comprehensive Income:
SFAS No. 130, "Reporting Comprehensive Income", was adopted during 1998.
This statement establishes standards for reporting comprehensive income in
financial statements. Comprehensive income reports the effect on net income of
transactions that are related to equity of the Company, but that have not been
transacted directly with the Company's shareholders. This statement only
modifies disclosures, including financial statement disclosures, and does not
result in other changes to the results or financial position of the Company.
<TABLE>
<CAPTION>
Three months ended March 31,
2000 1999
---- ----
(in thousands)
<S> <C> <C>
Net earnings $ 2,786 $ 5,089
Other comprehensive earnings (losses), net of tax:
Foreign currency translation adjustment (1,257) (1,224)
Unrealized loss on marketable securities (5) --
------- -------
Comprehensive earnings $ 1,524 $ 3,865
======= =======
</TABLE>
6
<PAGE>
ITEM 2. Management's Discussion and Analysis of Financial Condition and Results
-----------------------------------------------------------------------
of Operations
-------------
On September 27, 1999, Ventiv Health, Inc. ("Ventiv") was spun off from
Snyder Communications, Inc. ("Snyder") in the form of a tax-free dividend to
Snyder stockholders (the "Distribution"). Ventiv is now an independent publicly
traded company [NASDAQ: VTIV]. This Management's Discussion and Analysis of
Financial Condition and Results of Operations covers periods prior to the
Distribution, during which the operations of Ventiv were part of Snyder. The
following information should be read in conjunction with the consolidated
financial statements , accompanying notes and other financial information
included in this Quarterly Report on Form 10-Q and in the Company's most recent
Annual Report on Form 10-K for the year ended December 31, 1999.
Private Securities Litigation Reform Act of 1995 -- A Caution Concerning
Forward-Looking Statements
Any statement made in this Form 10-Q that deals with information that is
not historical, such as statements concerning our anticipated financial results,
are forward-looking statements. We wish to caution readers not to place undo
reliance on any of these forward-looking statements, which speak only as of the
date made. Forward-looking statements are subject to the occurrence of many
events outside our control and to various risk factors that could cause results
to differ materially from those expressed in our periodic reports and
registration statements filed with the Securities and Exchange Commission, our
press releases or other public communications.
Overview
Ventiv is a leading marketing and sales company providing innovative
strategic and tactical solutions globally for the pharmaceutical and life
sciences industry. The Company offers a broad range of integrated services
including: specially designed strategic marketing plans, educational programs
targeted to physicians, and sales execution utilizing its own extensive sales
network. Clients include many of the leading pharmaceutical companies, including
AstraZeneca Pharmaceuticals, Bausch & Lomb, Baxter, Bayer, Bristol-Myers Squibb,
Eli Lilly, Glaxo Wellcome, Johnson & Johnson, Merck, Novartis, Pfizer,
Pharmacia, Roche and SmithKline Beecham. Ventiv Health employs approximately
5,000 people across the United States, France, Germany, United Kingdom, Austria,
and Hungary.
Ventiv's services are designed to develop, execute and monitor strategic
marketing plans for pharmaceutical and other life sciences products and to
conduct educational research and communication services for the medical
community. Snyder created the business currently conducted by Ventiv in January
1997 in a merger transaction with a U.S. provider of pharmaceutical sales and
marketing services. After forming its pharmaceutical sales and marketing service
business segment in 1997, Snyder completed a series of acquisitions that
expanded both the magnitude, scope of services and geographic presence of the
pharmaceutical sales and marketing business, creating the business conducted by
Ventiv today. We plan to focus on internal growth for the foreseeable future as
our primary means of expansion, although we will consider attractive acquisition
opportunities as they arise.
We expect that the complementary services, which Ventiv is able to offer to
its customers as a result of the acquisitions described above, will increase our
opportunities and strengthen our client relationships. We strive to integrate
our service capabilities to provide a spectrum of healthcare marketing and sales
services. Ventiv's Health Products Research group designs and monitors product
launches and sales strategies with its proprietary programs to maximize asset
utilization and return on investment for pharmaceutical and other life sciences
companies. Ventiv Health Communications provides educational programs to
physicians and other healthcare professionals. The Contract Sales group
implements and executes outsourced sales programs for pharmaceutical and other
life sciences products. Most of Ventiv's largest clients utilize the services of
more than one of our operating groups.
Strategic Business Alliances and Related Transactions
On March 10, 2000, Ventiv entered into an exclusive strategic alliance with
Rxcentric.com, Inc. (Rxcentric), a privately-held New York, NY based company
which provides physicians with rapid access to comprehensive drug and
pharmaceutical-related information via the Internet. Pursuant to a multi-year
agreement, the companies will share in the revenues generated from this
alliance, subject to significant revenue and physician recruitment milestones.
In connection with this strategic alliance, Ventiv has invested $2 million in
Rxcentric in exchange for a minority equity position in the firm, which is being
accounted for under the cost method.
Following this transaction, the Company announced the formation of a new
operating unit, eVentiv, which will focus on the development of Internet-based
solutions that complement Ventiv's existing sales, communications and strategic
consulting businesses, enhancing the Company's ability to provide superior
outsourced marketing and sales solutions. Specifically, eVentiv will focus on
the design and development of solutions oriented toward physician interaction (a
primary objective of the alliance with Rxcentric), patient interaction and
value-added information for pharmaceutical clients.
Ventiv does not expect eVentiv or business generated through the alliance
with Rxcentric to materially affect results of operations for the year ending
December 31, 2000.
Results of Operations
7
<PAGE>
The following sets forth, for the periods indicated, certain components of
Ventiv's income statement data, including such data as a percentage of revenues.
Acquisition and related costs are considered to be non-recurring by Ventiv
because Ventiv's current operations are not expected to result in the incurrence
of such costs in future periods.
<TABLE>
<CAPTION>
For the Three Months Ended
March 31,
---------------------------------------------------
2000 1999
-------------------- -------------------
(dollars in thousands)
<S> <C> <C> <C> <C>
Revenues.............................. $98,917 100.0% $86,939 100.0%
Operating expenses:
Cost of services..................... 81,239 82.1 67,280 77.4
Selling, general & administrative 12,883 13.0 9,922 11.4
expenses............................
Non-recurring costs.................. - - 1,576 1.8
------- ------- ------- ------
Income (loss) from operations......... 4,795 4.9 8,161 9.4
Interest expense...................... (469) (0.5) (41) -
Investment income..................... 318 0.3 278 0.3
------- ------- ------- ------
Income (loss) before income taxes..... 4,644 4.7 8,398 9.7
Income taxes provision (benefit) 1,858 1.9 3,309 3.8
------- ------- ------- ------
Net income (loss)..................... $ 2,786 2.8 $ 5,089 5.9
======= ======= ======= ======
</TABLE>
Three Months Ended March 31, 2000 Compared to Three Months Ended March 31, 1999
Revenues: Revenues increased by approximately $12 million, or 13.8%, to
$98.9 million in the three month period ended March 31, 2000, from $86.9 million
in the three months ended March 31, 1999.
Revenues within our U.S. Contract Sales group were $53.6 million, an
increase of 78.8% over last year's total, and accounted for 54.2% of total
Ventiv revenues for the three months ended March 31, 2000. This growth primarily
resulted from new contracts and expansions of existing business relationships
with Bristol-Myers Squibb, Forest Labs and Novartis. The U.S. Contract Sales
group's revenues and operating income for the three months ended March 31, 2000
included approximately $2.2 million of incentive fee settlements relating to
1999. Agreement on the final amount of these settlements was reached this fiscal
quarter, following the review and analysis of related product sales data for the
year ended December 31, 2000.
The Company's European contract sales businesses generated revenues of
$23.8 million, a decrease of 36.1% from the first quarter of 1999. Revenues
generated by the European businesses represented 24.1% of total revenues for the
fiscal quarter ended March 31, 2000. The decline in revenues was largely due to
market conditions, the closure of syndicated sales forces (primarily in the
U.K.) and, to a lesser extent, the impact of foreign exchange rates.
Ventiv Health Communications' revenues represented 15.1% of first quarter
revenues. Revenues for the group were approximately $15 million for the three
months ended March 31, 2000, essentially unchanged from the $14.9 million
recorded in the first quarter of 1999.
Health Products Research generated revenues of $6.5 million, or 6.6% of
total revenues, and $4.8 million in the three-month periods ended March 31, 2000
and 1999, respectively. Revenues increased $1.7 million or 35.5%, supported by
new contracts signed with Schering-Plough, Allergan and Pharmacia.
Costs of Services: Costs of services increased by approximately $14
million, or 20.7%, to $81.2 million this fiscal quarter from $67.3 million in
the three-month period ended March 31, 1999. Costs of services for the three
months ended were adversely impacted this fiscal quarter by approximately $2
million of one-time charges, which were recorded as part of ongoing operations.
These charges consisted primarily of costs associated with a reduction in
syndicated sales force capacity in the U.K.-based contract sales business and
efforts to reduce headcount and other fixed costs in Ventiv Health
Communications. Revenue reductions in the European contract sales businesses
were only partially offset by corresponding costs of services reductions,
primarily because the predominant components of such costs are personnel-
related. We believe that actions taken this year and late in 1999, including the
reductions of syndicated sales force capacity, will result in a lower costs of
services as a percentage of revenues in future periods. As a result of the above
factors, costs of services as a percentage of revenues increased to 82.1% from
77.4% in the three-month periods ended March 31, 2000 and 1999, respectively.
Selling, General and Administrative Expenses: Selling, general and
administrative expenses increased by approximately $3 million, or 29.8%, to
$12.9 million from $9.9 million in the three-month periods ended March 31, 2000
and 1999, respectively. Selling, general, and administrative expenses as a
percentage of revenues increased to 13.0% from 11.4%. These increases were due
largely to additional ongoing overhead costs incurred in connection with the
formation of Ventiv's independent management and administrative infrastructure
following the Distribution.
Non-recurring Costs: Non-recurring costs recorded in the three-month period
ended March 31, 1999 included charges of $1.3 million and $0.3 million related
to the consolidation and integration of certain of Ventiv's acquired operations
within Ventiv Health Communications and the Company's U.K.-based contract sales
business, respectively.
Interest expense: Ventiv recorded $0.5 million of interest expense in the
three months ended March 31, 2000, a notable increase over the relatively
immaterial amount recorded in the comparable prior year period. Interest expense
increased as a direct result of net borrowings drawn against the Company's new
revolving line of credit, in support of operations, investing activities and in
connection with the Company's share repurchase program (see "Liquidity and
Capital Resources").
Investment Income: Ventiv recorded approximately $0.3 million of investment
income in the three months ended March 31, 2000 and 1999, respectively.
Variations in future investment income will result from differences in average
amounts of cash and cash equivalents available for investment and the prevailing
short-term interest rates during these periods.
Provision for Income Taxes: Ventiv recorded provisions for income taxes
using average effective tax rates of 40.0% and 39.4% for the three-month periods
ended March 31, 2000 and 1999, respectively. Ventiv's current effective tax rate
reflects the full impact of non-deductible goodwill amortization associated with
prior acquisitions and was based on current internal earnings projections for
the year ending December 31, 2000 by tax jurisdiction.
Net Earnings and Earnings Per Share ("EPS"): Ventiv's net earnings
decreased by $2.3 million to $2.8 million, as compared with $5.1 million, in the
three months ended March 31, 2000 and 1999, respectively. Higher costs of
services, increased SG&A associated with the establishment of an independent
corporate infrastructure and, to a lesser extent, higher interest expense
associated with the utilization of the Company's line of credit all contributed
to the decrease in net earnings, as more fully explained above. The effects of
these factors were partially offset by the lack of non-recurring costs this
fiscal quarter.
Shares used in computing basic and diluted EPS decreased by approximately
0.8 million and 0.3 million shares, respectively, due to the impact of the
Company's share repurchase program. The impact of share repurchases on shares
used in computing diluted EPS was offset in part by the inclusion of common
stock equivalents relating to employee stock options and restricted stock
awards. These items were not included in pro forma diluted EPS for the three
months ended March 31, 1999, as they were not issued until the date of the
Distribution (see Part I. -- Item 1.--Notes to Condensed Consolidated Financial
Statements --Note 3 "Earnings Per Share" and Note 6 "Share Repurchase Program").
At March 31, 2000, Ventiv had $38.5 million of cash and cash equivalents,
an increase of $0.9 million from December 31, 1999. Net cash flow for the
three-month period ended March 31, 2000 improved to a net source of cash of
$0.9 million, as compared to a net use of cash of $1.4 million in the fiscal
quarter ended March 31, 1999. Cash used in operations increased by $0.5 million
and cash used in investing activities increased by $3.0 million. These uses of
cash were offset by an increase in cash provided by financing activities of $6.0
million, partially offset by a slightly higher unfavorable effect of changes in
foreign exchange rates.
Cash used in operations increased primarily due to lower net income in the
first quarter of 2000 compared to the first quarter of 1999. Working capital
increased from $25.3 million at December 31, 1999 to $29.0 million at March 31,
2000., mainly due to an increase in unbilled services.
Cash used in investing activities increased, due primarily to the absence
of cash balances added from of business acquisitions in the three months ended
March 31, 2000. Approximately $2.9 million of cash was added as a result of the
acquisition of PromoTech at the end of the first quarter of 1999. Cash used in
investing activities also reflects the $2.0 million investment in Rxcentric (see
"Strategic Business Alliances and Related Transactions").
8
<PAGE>
Cash provided by financing increased by $6.0 million as a direct result of
net borrowings under the Company's new revolving line of credit. During the
first quarter of 2000, the Company borrowed $22.0 million under its new line of
credit ($13.0 million of which has been classified as long-term debt) and repaid
$1.2 million of a previously outstanding credit facility. In addition, the
Company repurchased approximately 1.1 million shares of the Company's common
stock for approximately $10.8 million.
On December 1, 1999, we entered into a $50 million unsecured revolving
credit facility, expiring with a term of four years. Borrowings may be used for
general corporate purposes, acquisitions and the repurchase of up to $37.5
million of Ventiv Health, Inc. common stock. Interest on amounts borrowed under
the credit facility is based on the London Interbank Offered Rate ("LIBOR") or
the lending bank's base rate of interest. Availability under this credit
facility is subject to our compliance with various financial ratios, operating
covenants and other customary conditions. At March 31, 2000, the Company was in
compliance with these financial covenants.
We believe our cash and equivalents, as well as cash provided by
operations, will be sufficient to fund our current operations and planned
capital expenditures over the next 12 months and for the foreseeable future.
We plan to focus on internal growth in the near term as the primary means of our
expansion, although we will consider attractive acquisition opportunities as
they arise. Cash provided from operations may not be sufficient to fund internal
growth initiatives which we may pursue. If we pursue significant internal growth
initiatives or if we acquire additional businesses in transactions that include
any cash payment as part of the purchase price, both in the short-term and the
long-term, we will first use excess cash available from operations and then
pursue additional debt or equity financing as sources of cash necessary to
complete any acquisitions. In addition to borrowing under our line of credit, we
could pursue additional debt or equity transactions to finance acquisitions,
depending on market conditions. We can not assure you that we will be successful
in raising the cash required to complete all acquisition opportunities which we
may wish to pursue in the future.
We are subject to the impact of foreign currency fluctuations, specifically
that of the British pound, German mark and French franc. To date, changes in the
exchange rates of the British pound, German mark and French franc have not had a
material impact on our liquidity or results of operations. We continually
evaluate our exposure to exchange rate risk but do not currently hedge such
risk. We do not expect the introduction of the Euro to have a material impact on
our operations or cash flows in the near term. We will continue to evaluate the
impact of the introduction of the Euro as we continue to expand our services in
Europe.
9
<PAGE>
ITEM 3. Quantitative and Qualitative Disclosures About Market Risk
----------------------------------------------------------
The Company is exposed to market risk from changes in market interest rates
and foreign currency exchange rates. We are subject to interest rate risk on our
debt for changes in the LIBOR rates, and we are also subject to foreign currency
exchange rate risk with respect to our international operations. We do not
currently engage in hedging or other market risk management tools.
Long-term Debt Exposure
As of March 31, 2000, the Company has drawn $22.0 million against its $50
million unsecured revolving credit facility. Based upon the amount outstanding,
if the LIBOR rate were to increase by 1%, Ventiv would incur an additional $0.2
million of interest expense on an annual basis.
Foreign Currency Exchange Rate Exposure
Fluctuations in foreign currency exchange rates affect the reported amounts of
our assets, liabilities and operations. For purposes of quantifying the risk
associated with fluctuations in the foreign exchange rate, we assumed a
hypothetical 10% detrimental change in the exchange rates on our assets,
liabilities and revenue denominated in foreign currencies. A 10% fluctuation was
assumed for all exchange rates at March 31, 2000. The Company's material
exposures to foreign exchange rate fluctuations relate to the French Franc, the
British Pound, and the German Mark. Approximately 48%, 27% and 25% of the
Company's foreign-sourced revenues for the three-month period ended March 31,
2000 were generated by operating units based in France, the United Kingdom and
Germany, respectively. The table below presents the hypothetical impact of an
assumed 10% unfavorable change in all exchange rates to which we are exposed on
total assets, liabilities and revenues.
Balance at 10% Decrease in Value of Local
March 31, 2000 Currencies to US Dollar
Total Assets $237,339 $233,474
Total Liabilities $100,179 $ 96,944
Revenues $ 98,917 $ 96,537
10
<PAGE>
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
The Company is subject to various proceedings arising in the normal
course of business, none of which individually or in the aggregate, is expected
to have a material adverse effect on the Company's financial condition results
of operations or liquidity.
Item 4. Submission of Matters to a Vote of Security Holders
No matters were submitted to a vote of security holders during the
quarter ended March 31, 2000.
Item 5. Other Information
On May 1, 2000, the Company announced that its Board of Directors
appointed John R. Harris as a director, increasing the size of the Board of
Directors to eight members from seven. Mr. Harris has been nominated for
election as a director, together with the seven existing members of the Board of
Directors, for approval by a vote of the stockholders at the 2000 Annual Meeting
of Stockholders, to be held on May 31, 2000.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
27.1 Financial Data Schedule
99.1 Ventiv Health, Inc. Press Release, dated as of March 15, 2000, on
Strategic Alliance with Rxcentric.com, Inc.
(b) Reports on Form 8-K
None
12
<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.
VENTIV HEALTH, INC.
Date: May 15, 2000 By: /s/ Gregory S. Patrick
-------------------------------
Gregory S. Patrick
Chief Financial Officer
(Principal Financial Officer)
By: /s/ Joseph S. Durko
-------------------------------
Joseph S. Durko
Vice President and Controller
(Principal Accounting Officer)
13
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-2000
<PERIOD-START> JAN-01-2000
<PERIOD-END> MAR-31-2000
<CASH> 38,527
<SECURITIES> 1,815
<RECEIVABLES> 50,913
<ALLOWANCES> (2,526)
<INVENTORY> 0
<CURRENT-ASSETS> 115,864
<PP&E> 22,246
<DEPRECIATION> (7,664)
<TOTAL-ASSETS> 237,339
<CURRENT-LIABILITIES> 86,818
<BONDS> 13,356
0
0
<COMMON> 23
<OTHER-SE> 137,137
<TOTAL-LIABILITY-AND-EQUITY> 237,339
<SALES> 98,917
<TOTAL-REVENUES> 98,917
<CGS> 81,239
<TOTAL-COSTS> 94,122
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> (469)
<INCOME-PRETAX> 4,644
<INCOME-TAX> 1,856
<INCOME-CONTINUING> 2,786
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 2,786
<EPS-BASIC> 0.12
<EPS-DILUTED> 0.12
</TABLE>
<PAGE>
Exhibit 99.1
[VENTIV HEALTH RXCENTRIC LETTERHEAD]
Contacts:
Ventiv Investors:
Laura E. Wilker
Vice President, Investor Relations
(212) 768-8000 (x103)
[email protected]
Ventiv Media: Rxcentric Media:
Noonan/Russo Communications, Inc. Ogilvy Public Relations
Prateek Pratniak Michelle Linn
(212) 696-4455 (x273) (508) 869-6146
[email protected] [email protected].
--------------------------
VENTIV HEALTH PARTNERS WITH RXCENTRIC.COM
IN E-HEALTH INITIATIVE
First Fully-Integrated, Internet-Enabled Pharmaceutical
Marketing and Sales Solution
New York, NY - March 15, 2000 - Ventiv Health, Inc. (Nasdaq: VTIV) and
Rxcentric.com, Inc. today announced a partnership to Internet-enable Ventiv's
integrated, outsourced marketing and sales solutions to the pharmaceutical and
life sciences industries.
Ventiv will leverage Rxcentric's Internet-based communications platform for the
delivery of online medical events, Continuing Medical Education (CME), market
research and detailing support. The combined forces will drive targeted doctor
usage with specialized email campaigns, sales force integration, event
recruiting and other relationship-based communications.
The Companies will jointly develop and market a suite of proprietary, integrated
products and services to pharmaceutical companies. In addition, Ventiv's Health
Products Research (HPR) unit and Rxcentric will jointly offer pharmaceutical
customers proprietary data and consulting services. The new partnership will
enable pharmaceutical companies to plan and execute targeted campaigns across
live and e-channels, closely monitor physician usage and response to sales and
marketing activities, and manage and optimize the impact of ongoing programs.
"We are delighted to have formed this ground-breaking agreement with Rxcentric
and believe they will have the most compelling and comprehensive drug
information resource in the marketplace," said Ventiv Health Chief e-Commerce
Officer Gil Brodnitz. "The Rxcentric solution fully leverages the power of the
Internet to make rich, targeted educational and marketing content available to
doctors efficiently and effectively. In addition, Rxcentric's network of
partners will help extend the reach of our traditional channels. This agreement
will create exciting new opportunities for our pharmaceutical clients to market
to physicians through both live and e-channels."
- more -
<PAGE>
VENTIV HEALTH PARTNERS WITH RXCENTRIC.COM
IN E-HEALTH INITIATIVE
The Companies will share in the revenues generated pursuant to a multi-year
agreement that includes substantial revenue and physician recruitment
milestones. Ventiv has also invested $2 million in Rxcentric in exchange for a
minority equity position in the firm.
"Ventiv's comprehensive set of pharmaceutical sales, marketing and research
solutions is unmatched, and this partnership will set a new standard for the
outsourcing industry. We will collaborate with Ventiv to deliver new and
expanded services to their blue chip client base of pharmaceutical and life
sciences companies. This will accelerate Rxcentric's goal of becoming the
leading provider of Internet-enabled pharmaceutical marketing solutions," said
Laurent Fischer, M.D., President and Chief Operating Officer of Rxcentric. "By
integrating our Internet communications platform with Ventiv's broad
capabilities we create a more effective marketing and sales system that gives
each physician the information that is useful and relevant to their prescribing
decisions. Our customers will have an unrivaled ability to improve the
frequency, reach and efficiency of their marketing and sales initiatives in
order to increase their return on investment."
Added Ventiv Health CEO Eran Broshy, "This is the first component of our
comprehensive e-health strategy, which we will build over the coming weeks and
months, and it clearly complements our existing sales, strategic consulting and
analytical capabilities. Our alliance with Rxcentric is a first step in
leveraging the power of the Internet across our primary business platforms, to
enhance the value of our integrated offering, and deliver more powerful,
coordinated solutions to our clients."
About Ventiv Health
Ventiv Health, Inc. is a unique marketing and sales partner providing innovative
strategic and tactical solutions globally for the pharmaceutical and life
sciences industry. The Company reported $345 million in 1999 revenues. Ventiv
offers a broad range of integrated services including: specially designed
strategic marketing plans, educational programs targeted to physicians, and
sales execution utilizing its own extensive sales network. Clients include many
of the leading pharmaceutical companies, including AstraZeneca Pharmaceuticals,
Bausch & Lomb, Baxter, Bayer, Bristol-Myers Squibb, Eli Lilly, Glaxo Wellcome,
Johnson & Johnson, Merck, Novartis, Pfizer, Pharmacia & Upjohn, Roche and
SmithKline Beecham. Ventiv Health employs approximately 5,000 people across the
United States, France, Germany, United Kingdom, Austria, and Hungary.
About RxCentric
Rxcentric.com, Inc. (www.rxcentric.com) provides physicians with rapid access to
-----------------
comprehensive drug information built on trusted authoritative sources, including
the Physician Desk Reference, a detailed drug interaction database, and peer-
reviewed journal articles. The Company's Web site, which will launch later this
spring, is designed to bring together all the information required for
prescription decision-making in a single, convenient, user-friendly format. The
site will also be able to take and fulfill sample orders, access sales
representatives,
- more -
<PAGE>
VENTIV HEALTH PARTNERS WITH RXCENTRIC.COM
IN E-HEALTH INITIATIVE
deliver e-CME events, live symposia, current news, literature, and product
updates. In addition to partnerships with leading pharmaceutical companies,
Rxcentric is building alliances with content providers, medical information
sites, and specialty sites such as Beansprout.com and Recoverycare.com.
Rxcentric.com Inc. is a privately held company located in New York City,
spearheaded by alumni of Commonhealth, Dupont, IXL, Netscape, Roche, and
Schering.
This press release contains forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995. Such forward looking
statements involve known and unknown risks, uncertainties and other factors
which may cause the actual results, performance or achievements of Ventiv
Health, Inc. to be materially different from any future results, performance, or
achievements expressed or implied by such forward looking statements. Such
risks, uncertainties and other factors include, without limitation, the risk
that this alliance will not produce the desired financial and market results,
uncertainties related to the time required to complete development, and the
ability to compete successfully with other services in the same or similar
markets. In assessing such forward-looking statements, investors should
specifically consider various factors, which could cause actual events or
results to differ materially from those indicated in such forward-looking
statements. Readers of this press release are referred to the various reports
and documents filed from time to time by Ventiv Health, Inc. with the Securities
and Exchange Commission for further discussion of these and other factors which
could affect future results.
# # #
