<PAGE>
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------
Form 10-Q/A
Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934
[X]
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 52-2181734
(IRS Employer Identification No.)
(State or other jurisdiction of
incorporation or organization)
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
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<PAGE>
VENTIV HEALTH, INC.
FORM 10-Q
INDEX
<TABLE>
<CAPTION>
Page
----
<S> <C>
PART I. Financial Information
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............................................. 7-11
Item 3.Quantitative and Qualitative Disclosures About Market Risk......... 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
</TABLE>
<PAGE>
PART I. FINANCIAL INFORMATION
ITEM 1. Financial Statements
VENTIV HEALTH, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
March 31, December 31,
2000 1999
----------- ------------
(unaudited)
(in thousands, except
share data)
<S> <C> <C>
ASSETS
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
<TABLE>
<CAPTION>
For the Three
Months
Ended March 31,
----------------
2000 1999
------- -------
(in thousands,
except per
share amounts)
(unaudited)
<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
<TABLE>
<CAPTION>
For the Three
Months
Ended March 31,
-----------------
2000 1999
-------- -------
(in thousands)
(unaudited)
<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
4
<PAGE>
VENTIV HEALTH, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
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.
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.
5
<PAGE>
VENTIV HEALTH, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
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>
Three Months
Ended March 31,
----------------
2000 1999
------- -------
(in thousands
except per
share data)
<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
======= =======
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.
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.
<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.
7
<PAGE>
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
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 expenses.... 12,883 13.0 9,922 11.4
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.
8
<PAGE>
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.
9
<PAGE>
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").
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
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<PAGE>
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.
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.
<TABLE>
<CAPTION>
Balance at 10% Decrease in Value of Local
March 31, 2000 Currencies to US Dollar
-------------- ------------------------------
<S> <C> <C>
Total Assets................. $237,339 $233,474
Total Liabilities............ $100,179 $ 96,944
Revenues..................... $ 98,917 $ 96,537
</TABLE>
11
<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.
--------
*Previously filed.
(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.
/s/ Gregory S. Patrick
Date: May 15, 2000 By: _________________________________
Gregory S. Patrick
Chief Financial Officer
(Principal Financial Officer)
/s/ Joseph S. Durko
By: _________________________________
Joseph S. Durko
Vice President and Controller
(Principal Accounting Officer)
13
