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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------
FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT: AUGUST 19, 1997
COMMISSION FILE NUMBER: 01-9723
PHARMACEUTICAL MARKETING SERVICES INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 51-0335521
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
SUITE 912, 45 ROCKEFELLER PLAZA, NEW YORK 10111
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (212) 841 0610
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
Pharmaceutical Marketing Services Inc. (the "Company") announced in May 1996
that it intended to concentrate on its core activities of information services
to the pharmaceutical and healthcare industries and, that as a result of this,
it would be divesting certain of its non-core business.
As part of this divestment program, the Company announced on July 30, 1997
that it had finalized the sale of its Dutch and US-based international
publishing and communications operations, PMSI-Bugamor, to Excerpta Medica,
the medical communications division of Elsevier Science for approximately $9
million in cash. The anticipated gain on the sale of this business will not be
subject to income taxes.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(b) Pro Forma Financial Information
1. Unaudited Pro Forma Consolidated Balance Sheet at March 31, 1997.
2. Unaudited Pro Forma Consolidated Statement of Operations for the
Fiscal Year ended June 30, 1996.
3. Unaudited Pro Forma Consolidated Statement of Operations for the
Nine Months ended March 31, 1997.
4. Notes to the Pro Forma Financial Statements.
(c) Exhibits
2. Purchase Agreement dated July 30, 1997 by and among Bugamor
Databases BV, PMSI Nederland BV and PMSI Bugamor Inc (as sellers),
collectively "Bugamor", and Excerpta Medica Medical Communications
BV and Elsevier Science Inc (as purchasers). (Copy available upon
request).
99.1 Press Release dated July 30, 1997.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
PHARMACEUTICAL MARKETING SERVICES INC.
Date: August 19, 1997 By: Raymond M. Davies
Treasurer and Chief
Financial Officer
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PRO FORMA FINANCIAL INFORMATION
For purposes of this presentation, pro forma adjustments have been made to the
historical results of operations and balance sheet to provide information as to
how the disposition may have affected the results of operations and financial
position. The unaudited pro forma consolidated balance sheet was prepared as if
the disposition had occurred as of March 31, 1997.
The unaudited pro forma consolidated statement of operations assumes the
disposition had taken place at the beginning of the corresponding fiscal year.
This unaudited pro forma information does not purport to be indicative of the
results of operations that would have been obtained if the disposition had
occurred at the beginning of the fiscal year presented, and is not intended to
be a projection of future results.
The following pro forma financial information is provided:
1. Unaudited Pro Forma Consolidated Balance Sheet at March 31, 1997.
2. Unaudited Pro Forma Consolidated Statement of Operations for the
Fiscal Year ended June 30, 1996.
3. Unaudited Pro Forma Consolidated Statement of Operations for the Nine
Months ended March 31, 1997.
4. Notes to the Pro Forma Financial Statements.
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PHARMACEUTICAL MARKETING SERVICES INC.
UNAUDITED PRO FORMA CONSOLIDATED BALANCE SHEET
March 31, 1997
<TABLE>
<CAPTION>
Historical Pro Forma
Balance Balance
Sheet Business Sheet
March 31, 1997 Disposed March 31, 1997
-------------- ---------- --------------
<S> <C> <C> <C>
ASSETS
Current assets
Cash and cash equivalents $ 23,204 $ 7,957 $ 31,161
Marketable securities 37,686 -- 37,686
Accounts receivable,
principally trade 23,689 (1,949) 21,740
Work in process 3,075 (640) 2,435
Prepaid expenses and other
current assets 9,285 (156) 9,129
Net current assets held
for sale 3,425 -- 3,425
-------- ------- --------
Total current assets 100,364 5,212 105,576
Marketable securities 4,312 -- 4,312
Property and equipment, net 11,025 (455) 10,570
Goodwill, net 25,185 (4,216) 20,969
Other assets, net 9,140 (33) 9,107
Net assets held for sale 16,462 -- 16,462
-------- ------- --------
Total assets $166,488 $ 508 $166,996
======== ======= ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Current maturities of
long-term debt $ 143 $ -- $ 143
Accounts payable 4,665 (681) 3,984
Accrued liabilities 12,685 (466) 12,219
Unearned income 16,867 (1,314) 15,553
-------- ------- -------
Total current liabilities 34,360 (2,461) 31,899
Long-term debt 69,044 -- 69,044
Other liabilities 585 -- 585
Minority interest 125 -- 125
-------- ------- --------
Total liabilities 104,114 (2,461) 101,653
Commitments and contingencies
Stockholders' equity 62,374 2,969 65,343
-------- ------- --------
Total liabilities and
stockholders' equity $166,488 $ 508 $166,996
======== ======= ========
</TABLE>
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PHARMACEUTICAL MARKETING SERVICES INC.
UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
For the year Ended June 30, 1996
(in thousands, except per share data)
<TABLE>
<CAPTION>
HISTORICAL PRO FORMA
RESULTS LESS: RESULTS
for the year ended BUSINESS for the year ended
June 30, 1996 DISPOSED June 30, 1996
------------------ --------- ------------------
<S> <C> <C> <C>
Revenue $ 93,027 $(13,581) $ 79,446
Production costs (51,605) 7,157 (44,448)
Selling, general and administrative expenses (34,208) 5,024 (29,184)
Amortization of intangible assets (2,012) 440 (1,572)
Impairment of long-lived assets (2,368) -- (2,368)
Restructuring costs (2,314) -- (2,314)
-------- -------- --------
Operating income (loss) 520 (960) (440)
Interest and other income 2,503 -- 2,503
Interest expense (2,633) -- (2,633)
-------- -------- --------
Income (loss) from continuing operations
before income taxes 390 (960) (570)
Income tax provision (1,156) 488 (668)
Minority interest 57 -- 57
-------- -------- --------
Income (loss) from continuing operations $ (709) $ (472) $ (1,181)
======== ======== ========
Income (loss) per share:
Net income (loss) per share $ (0.05) $ (0.04) $ (0.09)
======== ======== ========
Weighted average number of common shares 13,124 13,124 13,124
-------- -------- --------
</TABLE>
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PHARMACEUTICAL MARKETING SERVICES INC.
UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE NINE MONTHS ENDED MARCH 31, 1997
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
HISTORICAL PRO FORMA
RESULTS RESULTS
For the Nine LESS: For the Nine
Months Ended BUSINESS Months Ended
March 31, 1997 DISPOSED March 31, 1997
-------------- -------- --------------
<S> <C> <C> <C>
Revenue $ 71,268 $(8,842) $ 62,426
Production costs (39,249) 4,403 (34,846)
Selling, general and administrative expenses (26,048) 3,274 (22,774)
Amortization of intangible assets (1,289) 345 (944)
Income from assets held for sale (287) -- (287)
-------- ------- --------
Operating income 4,395 (820) 3,575
Interest and other income 2,141 (120) 2,021
Interest expense (2,293) 30 (2,263)
-------- ------- --------
Income from continuing operations
before income taxes 4,243 (910) 3,333
Income tax provision (1,502) 450 (1,052)
Minority interest (12) -- (12)
-------- ------- --------
Income from continuing operations $ 2,729 $ (460) $ 2,269
======== ======= ========
Income per share:
Net income per share $ 0.21 $ (0.03) $ 0.17
======== ======= ========
Weighted average number of common
shares 13,268 13,268 13,268
-------- ------- --------
</TABLE>
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EXPLANATORY NOTES TO THE PRO FORMA FINANCIAL STATEMENTS
1. The category "Business disposed" reflects the entity which the
Company has divested at the time of this filing.
2. The gain arising on sale of the business has been anticipated
in the Pro Forma balance sheet.
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EXHIBIT 99.1
PMSI DIVESTS INTERNATIONAL PUBLISHING AND
COMMUNICATION BUSINESS
July 30, 1997, New York New York - PHARMACEUTICAL MARKETING SERVICES INC.
(PMSI) (Nasdaq:PMRX), a leading international provider of information services
to the pharmaceutical and health care industry, today announced that it had
completed the divestiture of its international publishing and communications
operation based in the Netherlands.
The company announced that its Dutch and US-based international publishing and
communications operations, PMSI - Bugamor, had been acquired by Excerpta Medica,
the medical communications arm of Elsevier Science, to complement its other
medical and technical publishing capabilities. The terms of the transaction were
not disclosed. PMSI also noted that Excerpta Medica had taken a lease for office
space in PMSI's building in Almere, The Netherlands.
PMSI stated in May 1996 that it intended to concentrate on its core activities
of information services to the pharmaceutical and healthcare industries, and
that it would be divesting its non database segment and its international
publishing business, Bugamor. Bugamor was recorded in the Company's financial
reports as part of its continuing operations and was the second largest of the
businesses to be divested in the program, leaving only IMR, PMSI's French point
of sale business, still to be divested.
PMSI provides a range of information services to pharmaceutical and healthcare
companies in the United States, Europe and Japan, to enable them to optimise
their sales and marketing performance. Most of the Company's information
services are generated from PMSI's proprietary databases which contain unique
prescription, managed care, healthcare market and medical prescriber data.
