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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------
FORM 10-K
(Mark one)
[X]ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the fiscal year ended December 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: 0-23093
BORON, LEPORE & ASSOCIATES, INC.
(Exact name of registrant as specified in its charter)
Delaware 22-2365997
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
1800 Valley Road, Wayne, New Jersey 07470
(Address of principal executive (Zip Code)
offices)
Registrant's telephone number, including area code (937) 709-3000
Securities registered pursuant to Section 12(b) of the Act:
Securities registered pursuant to Section 12(g) of the Act:
Common Stock (par value $0.01 per share)
Indicate by check mark whether the 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. [X] Yes [_] No
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to
the best of registrant's knowledge, in definitive proxy or Information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [_]
As of March 15, 2001, there were 11,393,382 shares of Common Stock
outstanding. The aggregate market value of shares of such Common Stock (based
upon the last sale price of $11.875 per share as of March 15, 2001 on the
NASDAQ National Market System) held by non-affiliates was approximately
$117,717,000.
DOCUMENTS INCORPORATED BY REFERENCE
Certain portions of the Registrant's Proxy Statement in connection with the
Registrant's 2001 Annual Meeting of Stockholders scheduled to be held in May
2001 are incorporated by reference in Part III hereof.
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STATEMENTS MADE OR INCORPORATED INTO THIS FORM 10-K INCLUDE A NUMBER OF
FORWARD-LOOKING STATEMENTS WITHIN THE MEANING OF SECTION 27A OF THE SECURITIES
ACT OF 1933 AND SECTION 21E OF THE SECURITIES EXCHANGE ACT OF 1934. FORWARD
LOOKING STATEMENTS INCLUDE, WITHOUT LIMITATION, STATEMENTS CONTAINING THE WORDS
"ANTICIPATES", "BELIEVES", "EXPECTS", "INTENDS", "FUTURE", AND WORDS OF SIMILAR
IMPORT WHICH EXPRESS MANAGEMENT'S BELIEFS, EXPECTATIONS OR INTENTIONS REGARDING
OUR FUTURE PERFORMANCE. OUR ACTUAL RESULTS COULD DIFFER MATERIALLY FROM THOSE
SET FORTH IN THE FORWARD-LOOKING STATEMENTS. CERTAIN FACTORS THAT MIGHT CAUSE
SUCH A DIFFERENCE ARE DISCUSSED IN THE SECTION ENTITLED "RISK FACTORS" ON PAGE
6 OF THIS FORM 10-K.
ITEM 1. Business
General
Boron, LePore & Associates, Inc. (the "Company" or "BLP") provides
integrated marketing, educational and sales services to the healthcare
industry, which include promotional and other meetings, medical education,
contract sales and field sales force logistics; including a variety of
internet-based solutions related to these services. Substantially all of our
customers are large pharmaceutical companies seeking to communicate their
messages to physicians and other healthcare professionals. Our service
offerings also include promotional and educational content development,
accredited medical education programs and symposia, web-cast programs, visiting
faculty meetings, clinical advisory panels, field sales force logistic services
and, to a lesser extent, sales contract services.
The Company's predecessor, Boron, LePore & Associates, Inc., a New Jersey
corporation, was founded in 1981. In November 1996, the Company's predecessor
reincorporated in Delaware to form the Company by merging with and into BLA
Acquisition Corp., a newly formed Delaware corporation. BLA Acquisition Corp.,
the surviving corporation, changed its name to Boron, LePore & Associates,
Inc., upon consummation of the merger.
Industry and Company Overview
Based on data from Scott-Levin, a healthcare marketing information company,
pharmaceutical companies spent approximately $1.6 billion in 1999 on
promotional and marketing meetings and events, including peer-to-peer meetings,
symposia, third-party events and teleconferences. Pharmaceutical companies have
relied for many years on third party providers of promotional, marketing and
educational conferencing services. It has been reported in recent years that
changes in the pharmaceutical industry have led to greater outsourcing of
promotional and sales logistic functions. At the same time, pharmaceutical
companies and providers of promotional, marketing and educational services to
such companies have broadened their means of communicating with target
audiences from traditional product detailing, peer-to-peer meetings and in-
person conferences to also include teleconferences, satellite conferences,
symposia and various other forms of internet based solutions.
Our objective, is to enhance our position as a leading provider of medical
communications programs, continue to expand our educational services,
particularly content development and delivery, selectively expand and add
complimentary services to our array of other outsourced promotional, marketing
and logistical services and expand the market for our field sales force
logistics services. The principal elements of our strategy in order to continue
to offer integrated solutions that include promotional, educational, and sales
services, including a variety of internet-based solutions related to these
services are to; (i) increase business with existing customers; (ii) obtain new
customers; (iii) target new audiences; and (iv) pursue strategic acquisitions.
Services
Our lines of business presently include: (i) marketing and educational
services which include promotional and other conferencing services and
educational conferencing services; (ii) field sales force logistics services;
and, to a lesser extent, (iii) contract sales services.
2
During 2000, we decided to de-emphasize our contract sales services as a
principal revenue offering. However, we will continue to offer this service, to
a lesser extent, as a complement to our existing services. In 2001, we will
begin reporting our principal lines of business as (i) marketing and
educational services and (ii) sales services, which include field sales force
logistics, sales training and contract sales services.
Promotional and Other Conferencing Services
We conduct and produce conferences in a variety of formats and through
different forms of media. All of our conferences are sponsored by our
pharmaceutical company customers. The conferences are designed to communicate
the sponsoring pharmaceutical company's message to the physicians and other
healthcare professionals who attend. Our promotional conference service is
providing peer-to-peer meetings, which involve a small gathering of physicians
who are invited to meet in person or by teleconference to discuss a particular
drug or indication under the chairmanship of a Company trained and employed
moderator. Other conference services include providing symposia, which are
attended by a larger number of attendees and involve a more in-depth
presentation than peer-to-peer meetings and video satellite conferencing. Our
meetings are not limited to these formats, however, as we can coordinate
meetings in any format that can effectively convey a customer's message.
Peer-to-Peer. Peer-to-peer meetings among physicians have been the historic
foundation of our revenues and growth. Through peer-to-peer meetings,
pharmaceutical companies are able to convey information concerning their
products to physicians. Physicians who attend the meetings in turn have an
opportunity to exchange ideas, clinical experiences and opinions about current
therapies. Peer-to-peer meetings are particularly useful in connection with new
product launches and products that require an in-depth explanation of their
associated therapeutic benefits.
Peer-to-peer meetings typically involve 10 to 12 healthcare practitioners,
primarily physicians, who are identified by a pharmaceutical company and
generally invited using our telerecruiting center. The attending physicians
discuss therapeutic benefits of a new drug or new indication for a familiar
drug under the chairmanship of a Company trained moderator. The meetings take
place throughout the United States, either at a local hotel or restaurant
(either a clinical experience program or "CEP" or a clinical advisory panel or
"CAP") or by teleconference (a clinical experience teleconference or "CET").
CET meetings are increasingly popular because physicians have a greater choice
of meeting times and can interact with peers from around the country. The
physicians who attend peer-to-peer meetings receive non-cash honoraria
consistent with applicable American Medical Association (the "AMA") and
pharmaceutical industry guidelines, which they may donate to charity or use for
the purchase of items such as medical equipment or textbooks.
We believe pharmaceutical companies select a peer-to-peer meeting provider
based on the ability of the provider to attract the invited physicians to
attend and the provider's performance record in communicating the customer's
message effectively. Our customers purchase prescription drug tracking data
from independent companies to measure the effectiveness of the peer-to-peer
meetings. The prescription drug tracking data generally have demonstrated that
physicians who attend our meetings increase their prescriptions of drugs
reviewed at the meetings. We believe that our reputation, which has been
developed over approximately 20 years of conducting peer-to-peer meetings,
facilitates recruiting physicians to attend our peer-to-peer meetings.
We believe that our moderators, who are hired as full-time employees, have
been an important factor in the success of our peer-to-peer meetings. We have
historically focused on hiring individuals with industry experience as
moderators. We have developed training techniques to enable our moderators to
lead effective peer-to-peer meetings and communicate the therapeutic benefits
of a drug. Moderators are trained in such matters as how to best familiarize
themselves with the product, how to prepare the proper setting for a meeting,
how to deliver an effective presentation and how to coordinate the proper flow
of information between the moderator and the physicians and among the
physicians. In addition, we perform periodic quality reviews of our moderators
and solicit feedback from customers and physicians about each moderator.
3
Our contracts for the coordination and production of peer-to-peer meetings
are generally fee based, although some contain a performance component. Our
contracts typically require us to provide a certain number of meetings (usually
100 to 300) and/or a certain number of attendees (usually 10 to 12) over a
specified period of time (typically three to six months) on behalf of a
customer. The terms of each of our contracts vary based upon the complexity of
the individual arrangement, whether the meetings will be CEP or CET meetings,
the duration of the contract, the number of meetings and attendees covered by
the contract and the location for the meetings. The volume of meetings
coordinated and produced by us has enabled us to obtain discount pricing from
vendors of services such as airline and overnight courier services.
Symposia. We added symposia in the fourth quarter of 1996 to complement our
peer-to-peer meeting business. Our symposia generally involve attendance by
approximately 50 to 300 physicians over a weekend. The physicians hear
presentations regarding a drug or treatment protocol presented by a faculty of
experts in the field for the purpose of being trained to serve as consultants
and spokespeople for the sponsoring pharmaceutical company. The sponsoring
company pays the faculty in the form of consulting fees or medical grants and
reimburses faculty and attending physicians for their travel expenses.
Symposia are organized and conducted on an in-person basis by us throughout
the United States. We actively work with our customers to identify speakers and
select locations for each conference. We utilize our in-house travel agent and
other relationships with vendors to assist in coordinating symposia. We believe
that the key considerations for our customers in selecting a provider for
symposia are cost and the ability to effectively organize a large medical
conference.
Our symposium contracts generally are fee-based. The terms of each of our
symposium contracts vary based upon the complexity of the individual
arrangement, the duration of the contract, the number of symposia covered by
the contract, and their location.
Additional Conferencing Services. We provide a range of additional
conferencing services. We emphasize flexibility and conduct meetings in any
format that can effectively communicate our customer's message. For example, we
conduct video satellite conferences, which are lectures sponsored by
pharmaceutical companies. The speakers typically are physicians or other
medical experts who are retained by the pharmaceutical company for a consulting
fee to discuss a new drug or indication or other medical topic. We broadcast
the conferences via satellite on television to various locations throughout the
United States. The video satellite conferences typically utilize interactive
media involving one-way video, two-way audio, and special keypads for audience
participation. By using new forms of technology and media in connection with
such video satellite conferences, and CET programs for peer-to-peer meetings,
we seek to enable our clients to effectively and efficiently communicate
medical information to physicians so that physicians can better understand and
utilize our pharmaceutical customers' products.
Educational Conferencing Services
Physicians and other healthcare professionals must dedicate a minimum number
of hours to certified continuing education ("CE") to remain certified to
practice their respective professions in certain jurisdictions. We coordinate
CE conferences, which are funded through unrestricted educational grants by
pharmaceutical companies and held for approximately 50 to 350 healthcare
professionals, primarily physicians, at various locations throughout the United
States. Each CE conference is designed, if applicable, to satisfy CE
requirements in accordance with relevant regulations or accreditation
procedures.
The CE programs, which are conducted by separate divisions of the Company,
utilize certain of our core competencies in handling conferencing logistics. As
with our promotional conferencing services, some of the CE programs are
conducted by teleconference. The CE programs are also frequently taped or
otherwise recorded for further distribution to those individuals who are unable
to attend. We also provide educational conferences that are not intended to
satisfy certified CE requirements.
4
In May of 2000, we acquired substantially all of the assets of
Consumer2Patient, Inc., Physician to Physician, LLC and Alternative Media
Solutions, LCC (collectively, "Consumer2Patient") located in North Carolina.
Consumer2Patient provides patient, consumer and physician education.
Consumer2Patient is operated as a separate subsidiary of BLP.
In June of 2000, we acquired substantially all of the assets of Armand
Scott, Inc. ("Armand Scott") located in New Jersey, Illinois, Tennessee and
California. Armand Scott creates, designs, develops, implements and monitors
medical education programs and services for pharmaceutical, medical device and
biotechnology companies. Armand Scott is also operated as a separate subsidiary
of BLP.
Contract Sales Services
We established a contract sales organization (the "CSO") in August 1997. We
believe that contract sales is an attractive outsourced service to
pharmaceutical companies because it allows a customer to shift fixed cost to
variable cost by outsourcing portions of its sales function and to respond
quickly to the need for alternative and additional sales support for its
products. During the first quarter of 2000, we decided to de-emphasize this
service offering as a principal business line. However, we will continue to
offer this service to new and existing customers as a complement to our overall
service offerings. As we move into 2001, CSO services, if any, will be
reflected in our "Sales Services" business line along with field sales force
logistics and sales training services.
Field Sales Force Logistics Services
Our customers generally provide their sales forces in the field with budgets
with which to engage in promotional and educational efforts. Because these
field sales representatives typically have been responsible for planning,
coordinating and implementing these efforts with in-house staff, outside
vendors and meeting participants, we believe that the representatives have
historically had to divert valuable time away from their primary sales and
education activities. Our field sales force logistics organization was created
to allow pharmaceutical companies to increase the efficiency and reach of their
field sales forces by providing integrated outsource solutions for the sales
forces' meeting planning, event coordination and other logistical functions. We
believe that field sales force logistics represents a substantial, emerging
business opportunity, and that our historical expertise and ability to invest
in technology provide us with a strategic advantage in delivering such services
to potential customers.
Our field sales force logistics organization is designed to handle all
logistical matters for the field sales force of a customer upon the direction
of the sales force personnel. For example, a field sales representative could
contact a dedicated resource at BLP and request the implementation of a meeting
with doctors in an indicated field to be chaired by a specified speaker. We
would secure the meeting site, target and generate the appropriate audience,
identify and/or contact the speaker, arrange for attendee and speaker travel
arrangements, send out invitations and post-meeting thank you notes, assist in
obtaining any necessary approvals from the home office and handle all other
logistical details. We would also process and make available to the sales
representative all relevant programs and data on a virtual basis via the
internet and other forms of remote access.
We began forming a field sales force logistics organization in late 1997. In
March 1998, we signed a contract with a large pharmaceutical company to provide
field sales force logistical services for up to a two-year period. In October
1999, the contract was renewed for another two-year period through December
2001. In December 2000, we signed a three-year renewal of this field force
logistics contract running through 2003. This new contract replaces the
agreement that was set to expire in 2001. As in the past, the renewed contract
provides for a fixed management fee component and a fee for service component
which is dependent upon the level of service provided. Pursuant to that
contract, we have created an organization of approximately 120 employees
dedicated to servicing the field sales force logistics requirements of this
particular customer. We also have a contract with another customer and are
currently pursuing other related opportunities to provide
5
field sales force logistics services to other customers. Revenues for the field
sales force logistics organization totaled $68.5 million in 2000, $58.2 million
in 1999 and $35.5 million in 1998, representing 40.8%, 38.9% and 21.6%,
respectively, of the Company's revenue in each of these years.
As we move into 2001, our field sales force logistics offering will be
reflected with our "Sales Services" segment. This segment will also include
sales training offerings and CSO services, if any.
Sales Services
We began forming a sales service offering to our customers during the latter
part of 2000. This offering is designed to provide certain sales training and
consulting needs to our customers. We believe that, as customer sales forces
continue to expand in size and location, there will be a need to provide
concentrated sales training and consulting services to address this need. In
addition, as small to mid-size pharmaceutical and biotech companies continue to
compete in their respective sectors, the need to provide these offerings will
continue to expand.
As we move into 2001, these offerings, along with field sales force
logistics services and CSO services will be reflected in our "Sales Services"
segment.
Teleservices
In December 1999, we announced the wind-down of our teleservice business.
This wind-down was completed during the first quarter of 2000 and we are
continuing to pursue the disposition of those related assets. We continue to
use a portion of our Norfolk, Virginia facility for telerecruiting for our
conferencing services and other administrative support.
Risk Factors
The risks and uncertainties described below are not the only ones facing our
company. Additional risks and uncertainties not presently known to us or that
we currently deem immaterial also may impair our business operations. If any of
those risks or the risks contained below actually occur our business could be
harmed.
Risks Associated with Our Product Offerings
Marketing and Educational Services--Pharmaceutical company sponsored
promotional programs have been subject to past legal and regulatory scrutiny,
which has had an adverse effect on the market for such services. Physician
attendance currently is subject to a number of industry and professional
association guidelines designed to prevent conflicts of interest. In
particular, these guidelines regulate the circumstances under which travel and
lodging reimbursement and other payments to physicians are permissible. In
light of these concerns, we adhere to our customers' instructions in conducting
our services. In the event of changes in law, regulatory policy or applicable
industry or professional association guidelines or negative publicity
concerning marketing and educational programs sponsored by the pharmaceutical
industry, customers may choose to alter their guidelines in ways that would
make symposia, CEP's, CAP's and related consultancies less attractive to
physicians and pharmaceutical companies. In addition, restrictions on such
meetings could be imposed by governmental agencies, industry or professional
associations or the pharmaceutical companies themselves. Finally, any of our
customers could be found to be in non-compliance with relevant law, policy or
guidelines in their handling of marketing and educational programs. Any of
these events could have a material adverse effect on the demand for our
services.
Contract Sales Services--Contract sales is an area of business involving a
number of the same risks as our conferencing services, as well as additional
risks not present in our traditional business, such as the risk of competition
from larger, established companies having greater resources and access to
capital. There can be no assurances that we will establish and maintain a
significant or lasting presence in this market.
6
Field Sales Force Logistics--Field sales force logistics is an area of
business involving a number of the same risks as our conferencing services, as
well as risks not present in our traditional business, such as the risks that
we will be unable to efficiently implement the significant planning and
coordination efforts required by this business or that this service will not be
accepted generally by pharmaceutical companies. There can be no assurance that
we will establish a lasting presence in the market, or that this market will
continue to develop at all.
We have an agreement with one large pharmaceutical company within our field
sales force logistics segment and we plan to continue the strategy of
developing, to a lesser extent, agreements with other pharmaceutical companies
in order to expand our reach into the logistical marketplace. There can be no
assurance that we will be successful in our securing of additional agreements
or that we will be able to find further suitable business relationships to
expand our logistical service offerings. Any failure to continue or expand such
relationships could have a material adverse effect on our business, results of
operations and financial condition.
There can be no assurance that the primary company with which we have an
agreement, which has substantially greater financial and technological
resources than us, will not discontinue their agreement with us or form
agreements with our competitors. They may also determine to provide these
services themselves and not use a third party provider.
Sales Services--Sales training and consulting is a new area of business
involving a number of the same risks as our conferencing services as well as
additional risks not present in our traditional business, such as the risk of
competition from larger, established companies having greater resources and
access to capital. There can be no assurances that we will establish and
maintain a significant or lasting presence in this market.
Our Market is Competitive
The business of providing promotional, marketing and educational services to
the healthcare industry is competitive. The business of providing
pharmaceutical conferencing services is highly fragmented and our competitors
in this area generally include smaller, regionally focused companies that
provide a limited number of promotional, marketing and educational services,
usually focused on the pharmaceutical industry. Several of our competitors in
this area, however, offer services that are somewhat wider in scope. Although
we believe we are a leading provider of medical communications programs, there
are many larger providers of symposia and educational conferences.
Overall, we believe that our most significant competition is potentially
from other companies that provide outsourced promotional, educational and field
sales force logistics services and from large advertising agencies which may
seek to expand their service offerings. In addition, the pharmaceutical
companies' in-house sales and marketing departments may provide similar
services to those provided by us and competition could increase as a result of
the expansion of the in-house marketing capabilities by our customers or in the
pharmaceutical industry generally.
Our Business has been Seasonal
Our results of operations historically have been somewhat seasonal or
cyclical in nature because many of our large pharmaceutical clients have not
finalized their promotional and marketing budgets by the beginning of the
calendar year and do not commit to our services. In addition, clients reduce
their demand for our promotional services during the summer months with the
onset of good weather. This causes quarterly variations in our operating
results. These seasonal or cyclical variations in the demand for our business
can change or may become more pronounced over time and may harm our results of
operations in the future.
Government and Industry Regulation
The healthcare industry is subject to extensive regulation. Various laws,
regulations and guidelines promulgated by government, industry and professional
bodies affect, among other matters, the provision,
7
licensing, labeling, marketing, promotion, sale and reimbursement of healthcare
services and products, including pharmaceutical products. It is possible that
additional or amended laws, regulations or guidelines could be adopted in the
future.
Our service offerings are affected by various guidelines promulgated by
industry and professional organizations. For example, certain ethical
guidelines promulgated by the AMA govern, among other matters, the receipt by
physicians of gifts from health-related entities. These guidelines govern the
honoraria and other items of pecuniary value, which AMA-member physicians may
receive in connection with peer-to-peer meetings and symposia sponsored by our
pharmaceutical company customers. Similar guidelines have been implemented by
other professional and industry organizations and some of our customers also
have their own policies regarding such matters. The provision of CE services is
subject to compliance with guidelines promulgated by various accreditation
bodies. For instance, providers of continuing medical education programs must
comply with the rules of the Accreditation Council of Continuing Medical
Education (the "ACCME") in order for the provider of the program to receive
accreditation from the ACCME. Other professional associations and some of our
customers also have their own standards for continuing education programs.
There can be no assurances that additional guidelines and rules that impact the
industry will not be adopted in the future.
The pharmaceutical industry is subject to extensive federal regulation and
oversight by the FDA. For instance, the Federal Food, Drug and Cosmetic Act, as
supplemented by various other statutes, regulates, among other matters, the
approval, labeling, advertising, promotion, sale and distribution of drugs,
including the practice of providing product samples to physicians. Under this
statute, the FDA asserts its authority to regulate all promotional activities
involving prescription drugs. For example, in connection with focus groups
conducted by one of our competitors, the FDA issued warning letters indicating
concern about the manner in which the focus groups were conducted, and the FDA
also questioned the content of the information provided to the focus group
participants and requested delivery of remedial information. Accordingly, our
businesses and our customers' businesses, to the extent such business involves
promotion and marketing of pharmaceutical products, are subject to the
extensive regulation governing the pharmaceutical industry, and there can be no
assurance that we will not be subject to increased regulatory scrutiny in the
future.
The failure of us or our customers to comply with, or any change in, the
applicable regulatory requirements or professional organization or industry
guidelines could, among other things, limit or prohibit us or our customers
from conducting certain business activities, subject us or our customers to
adverse publicity, increase the costs of regulatory compliance or subject us or
our customers to monetary fines or other penalties. Any such actions could have
a material adverse effect on us.
Liability and Insurance
Participants in the healthcare industry have become subject to an increasing
number of lawsuits alleging malpractice, product liability and other legal
theories, many of which involve large claims and significant legal costs. As a
provider of promotional, marketing, educational and field sales force logistics
services to the pharmaceutical industry, we are subject to the risk of being
named as a party in such lawsuits. As a result of our contract sales services,
we believe that the relative likelihood of becoming involved in litigation
regarding the information given or products sold or distributed by our
personnel has increased, with the attendant risks of significant legal costs,
substantial damage awards and adverse publicity. Even if any such claims
ultimately prove to be without merit, defending against them can result in
adverse publicity, diversion of management's time and attention and substantial
expenses, which could have a material adverse effect on us.
We maintain insurance policies, including liability insurance, which we
believe to be adequate in amount and coverage for the current size and scope of
our operations. There can be no assurance, however, that the coverage we
maintain will be sufficient to cover all future claims or will continue to be
available in adequate amounts or at a reasonable cost. In addition, although
our contracts with our customers sometimes require the customer to indemnify us
for the customer's negligent conduct, the contracts do not provide for adequate
8
indemnification against many of the potential litigation risks facing us and
often require us to indemnify our customer for our negligence. We, therefore,
could be held responsible for losses incurred in connection with the
performance of our services under the terms of these contracts or otherwise and
could incur substantial costs in connection with legal proceedings associated
with our services or the pharmaceutical products with respect to which it
provides services.
Customers
We believe that our relationships with our customers, which include many of
the largest pharmaceutical companies, are among our most important strategic
advantages. Prior to 1996, our customers principally engaged us to hold peer-
to-peer meetings. Commencing in 1996, several of the relationships expanded to
include other services such as symposia, product marketing, educational
conferencing services, contract sales service and field sales force logistics.
Our revenues and profitability are highly dependent on our relationships
with several large pharmaceutical companies. Revenue from two customers
accounted for approximately $67.0 million (40%) and $13.1 million (8%) of total
revenue for the year ended December 31, 2000, $59.0 million (39%) and $16.6
million (11%) of total revenue for the year ending December 31, 1999, and $56.5
million (34%) and $44.0 million (27%) of total revenue for the year ending
December 31, 1998. We are likely to continue to experience a high degree of
concentration of business with our largest customers, especially given the
concentrated nature of the pharmaceutical industry. The loss or significant
reduction or business from any significant customer could have a material
adverse effect on the results of our operations.
Dependence on the Pharmaceutical Industry
Substantially all of our revenues to date have resulted from promotional,
marketing and educational conferencing services provided to pharmaceutical
companies. We could be materially and adversely affected by adverse
developments in the pharmaceutical industry or any reduction in expenditures
for, or future outsourcing of these activities by pharmaceutical companies.
Such expenditures by pharmaceutical companies could be negatively impacted by,
among other things, governmental reform or private market initiatives intended
to reduce the cost of pharmaceutical products or by governmental, medical
association or pharmaceutical industry initiatives designed to regulate the
manner in which pharmaceutical companies promote their products.
Management of Growth
We have experienced a period of growth. This growth has placed, and will
continue to place, strains on management, operations and systems. In order to
manage our growth, we must continue to improve our operating and administrative
systems and attract, hire and train qualified management and operating
personnel. We plan to make investments in capital equipment to support our
growth. No assurance can be given that these investments will be successfully
implemented. Failure to implement these investments or generally to manage
growth effectively could have a material adverse effect on our business.
Acquisition Risks
In May 2000, we acquired a provider of consumer and patient educational
conferencing services and in June 2000, we acquired a provider of medical
education programs. Our growth strategy contemplates pursuit of additional
acquisitions in complementary and existing business areas as a means of
supporting and diversifying our service offerings. Identifying appropriate
acquisition candidates and negotiating and consummating acquisitions can be a
lengthy and costly process. There can be no assurance that suitable acquisition
candidates will be identified or that acquisitions will be consummated on terms
favorable to us, on a timely basis or at all. Acquisitions involve numerous
risks, including difficulties in integrating the operations and services of an
acquired company, the expenses incurred in connection with the acquisition and
subsequent assimilation of operations and services, the diversion of
management's attention from other business concerns, the risk that acquired
businesses may be subject to unforeseen liabilities and the potential loss of
key employees of the
9
acquired company. All of our acquisitions to date have involved companies based
in the United States, though we may, in the future, acquire a foreign company.
Acquisitions of foreign companies involve additional risks such as the
additional difficulties inherent in complying with differing regulatory
systems, assimilating differences in foreign cultures and business practices,
and overcoming language barriers. Acquisitions may also result in additional
goodwill and related amortization expense, which could have a material adverse
effect on our operating results. In the event the closing of a planned
acquisition fails to occur or is delayed, or in the event unforseen costs or
other difficulties arise following an acquisition, our quarterly financial
results may be lower than securities analysts' expectations, which would likely
cause a decline, perhaps substantial, in our stock price.
Variation in Quarterly Operating Results; Possible Volatility of Stock Price
Our results of operations historically have fluctuated on a quarterly basis
and can be expected to continue to be subject to quarterly fluctuations.
Quarterly results can vary as a result of a number of factors, including timing
of peer-to-peer projects and symposia, expenditure patterns of our customers,
delays or costs associated with acquisitions, commencement, completion or
cancellation of significant contracts, announcements by the Company,
competitors or customers, government or private market regulatory initiatives,
relative profit margins of the services provided to customers, conditions in
the healthcare industry generally, conditions in the markets for outsourced
promotional, marketing, educational and field sales force logistics services
more specifically, or other events or factors, many of which are beyond our
control. We may not be able to foresee many of these factors and therefore may
not be able to anticipate such quarterly fluctuations. Variations in quarterly
operating results could result in reported quarterly results that are below the
expectations of securities analysts, which would likely cause a decline,
perhaps substantial, in the price of our stock. In addition, the stock market
recently has experienced extreme price and volume fluctuations which
particularly have affected the market prices of many stocks on the Nasdaq Stock
Market, and which have often been unrelated to the operating performance of
such companies. We believe that quarterly comparisons of its financial results
are not necessarily meaningful and should not be relied upon as an indication
of future performance.
Our Business May Suffer if it is Unable to Attract and Retain Key Personnel
Our continued growth depends to a significant extent on the continued
service of senior management and other key employees, the development of
additional management personnel and the hiring of new qualified employees.
Competition for highly skilled personnel is intense in our industry.
Implementation of our business strategy will require the retention and addition
of qualified management personnel. The loss of the services of one or more
members of our senior management or the failure to add qualified management
personnel could have a material adverse effect.
Need for Additional Financing
Implementation of our growth strategy may require significant additional
capital resources. Such resources may be needed for the development of new
services and for acquisitions that we may pursue. To finance capital
requirements, we may incur debt. We may not be able to obtain additional
required capital on satisfactory terms, if at all. The failure to raise the
funds necessary to finance future cash requirements could have a material
adverse effect on us. If we raise additional funds through the incurrence of
debt securities, such debt instruments may contain restrictive financial,
operating and security covenants.
We may face legal liabilities and damage to our professional reputation from
claims made against our work
If we fail to meet our contractual obligations, we could be subject to legal
liability, which could adversely affect our business, operating results and
financial condition. The provisions we typically include in our contracts which
are designed to limit our exposure to legal claims relating to our services may
not protect us or may not be enforceable under some circumstances or under the
laws of some jurisdictions. We have experienced liability claims in the past
which have resulted in litigation expenses and payments for settlements. As a
client service firm, we depend to a large extent on the relationships with our
clients and our reputation for high caliber professional services and integrity
to retain and attract clients and employees. As a result, claims made against
our work may be more damaging in our industry than in other businesses.
10
Employees
As of March 15, 2001, we had 536 employees, of which 31 were moderators, 34
were engaged in sales, 365 were engaged in client and product service, 11 were
contract sales representatives, 1 was engaged in business development and 94
were engaged in general administration. We are not party to a collective
bargaining agreement with a labor union and consider our relations with our
employees to be good.
ITEM 2. Properties
Throughout 2000, our corporate headquarters were located in Fair Lawn, New
Jersey, in approximately 22,838 square feet of space occupied under a lease,
which expired on January 31, 2001. Upon lease expiration, the corporate
headquarters were moved to Wayne, New Jersey in approximately 56,375 square
feet of space occupied under a lease which expires on February 1, 2012. A
portion of the additional space in the new facility has been structured to
allow for the independent operations of both Armand Scott, a wholly owned
subsidiary purchased by the Company in June 2000, and Strategem Plus, a
division of the Company ("Strategem"). This move was completed in the first
quarter of 2001.
We commenced operations at our teleservice center in Norfolk, Virginia, in
July 1997. The space for the facility consists of approximately 28,700 square
feet under a lease expiring in July 2007. We also have leased a 14,248 square
foot warehouse adjacent to this facility. In December 1999, we announced the
wind-down of our teleservice business. Such wind-down was completed during the
first quarter of 2000. In April 2000, we entered into an agreement with a third
party to sublease approximately 20,500 square feet, which expires in July 2007.
We continue to use the remaining portion of these facilities for telerecruiting
of our conferencing services and other administrative support.
We operate our field sales force logistics business in Piscataway, New
Jersey, in approximately 20,840 square feet of space occupied under several
related leases, which expire on various dates during 2003.
We operate Medical Education Systems, Inc. ("MES") and Consumer2Patient,
wholly owned subsidiaries of the Company, in Philadelphia, Pennsylvania, in
approximately 17,570 square feet of space occupied under a lease, which expires
on March 31, 2008.
We operate Strategic Implications International, Inc., a wholly owned
subsidiary of the Company ("Strategic Implications"), in Vienna, Virginia in
approximately 6,500 of square feet of space occupied under a lease, which
expires on July 31, 2005.
During 2000, Armand Scott operated its corporate headquarters out of
Westwood, New Jersey in approximately 3,900 square feet of space under a lease
expiring in October 2003. In January 2001, we terminated a portion of the space
approximating 1,200 square feet. We are currently pursuing a sublease of the
remaining space. As stated above, in February 2001, Armand Scott moved its
Westwood location to our corporate headquarters in Wayne, New Jersey.
In addition, we lease other sales offices around the United States on a
short-term basis to support our local sales and service operations.
ITEM 3. Legal Proceedings
On or about May 25, 1999, one stockholder of the Company filed a putative
class action lawsuit against the Company and certain of the Company's officers
in the United States District Court for the District of New Jersey. The suit
alleges that the Company, certain of its officers and directors, and certain
institutional stockholders violated the federal securities laws by making
material misrepresentations and omissions in certain public disclosures related
to, among other things, the secondary offering made by the Company in May 1998,
the Company's acquisition of Decision Point, Inc. in January 1998, the
termination of the Company's relationship with Glaxo-Wellcome, and the impact
of various events on the Company's earnings. The suit seeks
11
unspecified damages. On February 17, 2000 the Company filed a motion to dismiss
all claims asserted against it and its officers and directors. On September 18,
2000, the court issued an order and opinion on the motions to dismiss filed by
the various defendants. The court granted the motions to dismiss with respect
to the claims asserted against Roger D. Kafker, Jacqueline C. Morby, TA
Investors, Ltd. Partnership, TA Associates VII, L.P., TA Associates, Inc., TA
Associates AAP III, Advent VII, Associates VII, L.P., Advent Atlantic and
Pacific III, L.P., Bear Stearns and Co., Inc., and Smith Barney, Inc. The court
denied the motions to dismiss with respect to the claims asserted against
Boron, Lepore Associates, Inc., Patrick G. Lepore, Gregory F. Boron, Timothy J.
McIntyre and Martin Veilleux. On February 14, 2001, the court granted the
plaintiff's motion for class certification. The lawsuit is now in the discovery
phase. The Company and the remaining defendants intend to continue their
vigorous defense of this action.
In addition, the Company, from time to time, is involved in legal
proceedings incurred in the normal course of business. The Company believes
none of these proceedings will have a material adverse effect on the financial
condition or liquidity of the Company.
ITEM 4. Submission of Matters to a Vote of Security Holders
No matters were submitted to a vote of security holders during the fourth
quarter of 2000.
12
PART II
ITEM 5. Market for the Registrant's Common Equity and Related Stockholder
Matters
(a) Market Information
The Company's Common Stock, $.01 par value ("Common Stock") has been traded
on the NASDAQ National Market ("Nasdaq") since the Company's initial public
offering on September 23, 1997 and currently trades under the symbol "BLPG".
The following table sets forth the high and low of the closing sales prices for
the Company's Common Stock as reported by Nasdaq for the periods indicated:
Market Prices
(1)
---------------
High Low
------- -------
1999 Fiscal Quarters
--------------------
First Quarter................................................. $34.563 $10.375
Second Quarter................................................ $10.875 $ 8.125
Third Quarter................................................. $10.250 $ 5.500
Fourth Quarter................................................ $ 7.750 $ 5.125
2000 Fiscal Quarters
--------------------
First Quarter................................................. $10.000 $ 6.250
Second Quarter................................................ $ 9.438 $ 6.750
Third Quarter................................................. $10.500 $ 7.375
Fourth Quarter................................................ $12.188 $ 9.063
--------
(1) The prices listed reflect inter-dealer prices without retail mark-up, mark-
down or commission and may not necessarily represent actual transactions.
Holders
The number of record holders of our Common Stock as of March 15, 2001 was
approximately 36, although we believe that the number of beneficial owners of
Common Stock as of that date was substantially higher.
Dividends
We did not pay cash dividends on our Common Stock during the years ended
December 31, 2000, 1999 and 1998, and intend to retain all available funds for
use in the operation and expansion of our business, as well as stock repurchase
during 1999 and 2000. We do not anticipate that any cash dividends on our
Common Stock will be declared or paid in the foreseeable future.
Recent Sales of Unregistered Securities
In March 1998, the Company purchased substantially all of the assets and
assumed certain liabilities of Strategic Implications, a Maryland corporation.
The purchase price was $4.3 million in cash and approximately 137,000 shares of
the Company's common stock. The Company continued to operate Strategic
Implications as an ongoing business unit during 2000.
In May 1998, the Company purchased substantially all of the assets and
assumed certain liabilities of MES, a Pennsylvania corporation. The purchase
price was $10.0 million in cash and 160,103 shares of the Company's common
stock. The Company continued to operate MES as an ongoing business unit during
2000.
In August 1998, we purchased substantially all of the assets and assumed
certain liabilities of Strategem, a New Jersey Corporation. Per the terms of
the purchase agreement, we paid $0.4 million in cash and issued 9,934 shares of
our common stock during the second quarter of 1999 and paid $0.8 million in
cash and issued 33,472 shares of our common stock during the fourth quarter of
1999 based on the attainment of certain performance goals. We continued to
operate Strategem as an ongoing business unit through December 31, 2000.
In June 2000, we purchased substantially all of the assets and assumed
certain liabilities of Armand Scott, a New Jersey corporation. The purchase
price was $7.5 million in cash and 172,167 shares of our common stock. We
continued to operate Armand Scott as an ongoing business unit during 2000.
13
ITEM 6. SELECTED FINANCIAL DATA
The selected statement of operations data for the years ended December 31,
2000, 1999 and 1998 and the selected balance sheet data at December 31, 2000
and 1999 have been derived from the audited Financial Statements of the Company
included elsewhere in this Report on Form 10-K. The selected statement of
operations data for the years ended December 31, 1997 and 1996 and the selected
balance sheet data at December 31, 1998, 1997 and 1996 have been derived from
the audited financial statements of the Company not included in this Report on
Form 10-K. The following selected financial data should be read in conjunction
with the Financial Statements and the Notes thereto of the Company and
Management's Discussion and Analysis of Financial Condition and Results of
Operations included elsewhere in this Form 10-K.
Years Ended December 31,
--------------------------------------------
2000 1999 1998 1997 1996
-------- -------- -------- ------- -------
(In Thousands, Except Per Share Data)
Statement of Operations Data:
Revenues...................... $167,881 $149,448 $164,670 $72,907 $40,220
Cost of sales................. 121,471 109,678 115,712 51,580 26,005
-------- -------- -------- ------- -------
Gross profit................ 46,410 39,770 48,958 21,327 14,215
-------- -------- -------- ------- -------
Selling, general and
administrative expenses...... 39,684 38,942 34,625 12,444 19,995(1)
Provision for restructuring
and other severance.......... -- 2,920 -- -- --
Goodwill impairment charge.... -- 754 -- -- --
-------- -------- -------- ------- -------
Total operating expenses.... 39,684 42,616 34,625 12,444 19,995
-------- -------- -------- ------- -------
Operating income (loss)..... 6,726 (2,846) 14,333 8,883 (5,780)
Interest income (expense),
net.......................... 2,347 1,873 1,664 (1,071) (255)
Nonrecurring loss on
forgiveness of related party
loan......................... -- -- -- -- (1,076)
-------- -------- -------- ------- -------
Income (loss) before
provision for income
taxes...................... 9,073 (973) 15,997 7,812 (7,111)
Provision (benefit) for income
taxes(2)..................... 3,630 (390) 5,550 1,700 --
======== ======== ======== ======= =======
Net income (loss)........... $ 5,443 $ (583) $ 10,447 $ 6,112 $(7,111)
======== ======== ======== ======= =======
Net income (loss) per common
share--basic................. $ 0.45 $ (0.05) $ 0.88 $ 1.07 $ (1.18)
======== ======== ======== ======= =======
Weighted average common shares
outstanding--basic........... 11,980 12,633 11,936 4,947 6,028
======== ======== ======== ======= =======
Net income (loss) per common
share--diluted............... $ 0.45 $ (0.05) $ 0.84 $ 0.72 $ (1.18)
======== ======== ======== ======= =======
Weighted average common shares
outstanding--diluted(3)...... 12,210 12,633 12,370 8,507 6,028
======== ======== ======== ======= =======
December 31,
----------------------------------------
2000 1999 1998 1997 1996
------- ------- ------- ------- --------
(In Thousands)
Balance Sheet Data:
Cash and cash equivalents........... $22,063 $44,631 $36,924 $24,016 $ 7,176
Working capital..................... 37,987 50,141 56,470 29,805 2,416
Total assets........................ 120,702 118,144 125,102 51,056 23,097
Long-term debt, less current
maturities......................... -- -- -- -- 20,000
Redeemable equity securities........ -- -- -- -- 12,500
Total stockholders' equity
(deficit).......................... $90,162 $94,700 $97,496 $32,843 $(29,387)
--------
(1) Includes $10.0 million for special officer bonuses, including $7.5 million
as part of a recapitalization transaction and $0.6 million for fees related
to the recapitalization.
(2) The Company elected to be taxed under Subchapter S of the Code until
December 4, 1996, and accordingly the provision for income taxes for all
periods ending on or prior to such date reflects only state business tax
expense, if any.
(3) Weighted average common shares outstanding has been computed as provided in
Note 3 to the Financial Statements of the Company included elsewhere in
this Report on Form 10-K.
14
ITEM 7. Management's Discussion and Analysis of Financial Condition and Results
of Operations
Certain statements contained in this report, including statements regarding
the anticipated development of our business, the intent, belief or current
expectations of our Company, its directors or its officers, primarily with
respect to our business model and future operating performance of our business,
trends in the mix of educational and marketing services revenues toward more
value-added products, the possible effects aimed at improving costs and
efficiencies, expectations regarding certain field force logistics
relationships and related revenues and profits, and regarding results in future
periods, operating performance and growth in 2001, the effects of loss of
revenue and the magnitude and timing of revenues from new and existing clients,
and expectations regarding business units within our business, and other
statements contained herein regarding matters that are not historical facts,
are "forward-looking" statements (as such term is defined in the Private
Securities Litigation Reform Act of 1995). Because such statements are subject
to risks and uncertainties, actual results may differ materially from those
expressed or implied by such forward-looking statements. Factors that could
cause actual results to differ materially from those expressed or implied by
such forward-looking statements include, but are not limited to: continuation
of trends in educational and marketing services, risks relating to the market
for our services, our ability to secure new contracts for our contract sales
organization, acceptance of our new services, difficulties inherent in locating
acquisition candidates and consummating acquisitions, and those risks and
uncertainties contained under the heading "Risk Factors" on page 6 of this Form
10-K.
Overview
Boron, LePore & Associates, Inc. (the "Company" or "BLP") provides
integrated marketing, educational and sales services to the healthcare
industry, which include promotional and other meetings, medical education,
product marketing, contract sales and field sales force logistics; including a
variety of internet-based solutions related to these services. Substantially
all of our customers are large pharmaceutical companies seeking to communicate
their messages to physicians and other healthcare professionals. Our service
offerings also include promotional and educational content development,
accredited medical education programs and symposia, web-cast programs, visiting
faculty meetings, clinical advisory panels, field sales force logistic
services, and, to a lessor extent, contract sales services.
Our objective, is to enhance our position as a leading provider of medical
communications programs, continue to expand our educational services,
selectively expand and add complimentary services to our array of other
outsourced promotional, marketing and logistical services and expand the market
for our field sales force logistics services. The principal elements of our
strategy are to: (i) offer integrated solutions that include promotional,
educational, marketing and logistical services, including a variety of
internet-based solutions related to these services; (ii) increase business with
existing customers; (iii) obtain new customers; (iv) target new audiences; and
(v) pursue strategic acquisitions.
Revenue was $167.9 million in 2000 as compared to $149.4 million in 1999. We
earned net income of $5.4 million in 2000 as compared to a net loss of $0.6
million in 1999. Included in the 2000 amounts are approximately $18.2 million
in revenue and a deminimis contribution to net income related to the
acquisitions of Consumer2Patient and Armand Scott. Included in the net loss for
1999 was a pre-tax charge of $0.8 million incurred during the first quarter of
1999 related to the write-down of goodwill associated with our January 1998
acquisition of Decision Point, Inc., a pre-tax charge of $1.7 million incurred
during the second quarter of 1999 related to the restructuring plan and a pre-
tax charge of $1.2 million incurred during the fourth quarter related to the
restructuring plan and other severance.
In December 2000, we signed a three-year renewal of our field sales force
logistics contract with the large pharmaceutical company which runs through
2003. This new contract replaces the agreement that was set to expire in 2001.
As in the past, the renewed contract provides for a fixed management fee
component and a fee for service component which is dependent upon the level of
service provided.
15
Our operating results improved from a net loss of $2.8 million in 1999 to
net income of $6.7 million in 2000. In addition, for the year ended December
31, 2000 our gross profit improved to 27.6% from 26.6% in the prior period.
This improvement is primarily due to the increased proportion of promotional
and educational services revenue to total revenue. This increase was partially
offset by an increase in field sales force logistics services revenue, which
has a lower average gross profit than our promotional and educational services,
due to the higher proportion of production costs which are passed through to
the customer with no markup.
During 2000, a contract sales service contract terminated. During the full
years ended December 31, 1999 and 2000 this contract represented $15.4 million
(10%) and $3.5 million (2.1%) of our revenues, respectively.
Certain of our services, particularly symposia and field sales force
logistics, have lower gross margin percentages than our historical peer-to-peer
meeting business, while other services, particularly educational conferencing
and medical education content development, have higher gross margin percentages
than our historical peer-to-peer meeting business. As such, the mix of business
generated from individual services could impact our operating profit
percentage. Our operating performance objective is to further enhance our
operating profit through efficiency efforts, become selective in pursuing
noncore, low margin services, carefully manage operating expenses, improve our
mix of revenue and increase our overall revenue. We believe our efforts in
2000, along with our strong balance sheet and cash position, have resulted in a
stabilization of our business and will enable us to capitalize on opportunities
in the evolving pharmaceutical services marketplace. However, there can be no
assurance that we will achieve our operating performance objective.
Results of Operations
The following table sets forth as a percentage of revenues certain items
reflected in the Company's Statement of Operations for the periods indicated.
Years Ended
December 31,
--------------------
2000 1999 1998
----- ----- -----
Revenues................................................ 100.0% 100.0% 100.0%
Cost of sales........................................... 72.4 73.4 70.3
----- ----- -----
Gross profit............................................ 27.6 26.6 29.7
----- ----- -----
Selling, general and administrative expenses............ 23.6 26.1 21.0
Provision for restructuring and other severance......... 0.0 1.9 --
Goodwill impairment charge.............................. 0.0 0.5 --
----- ----- -----
Total operating expenses.............................. 23.6 28.5 21.0
----- ----- -----
Operating income (loss)............................... 4.0 (1.9) 8.7
----- ----- -----
Interest income, net.................................... 1.4 1.2 1.0
----- ----- -----
Income (loss) before provision (benefit) for income
taxes.................................................. 5.4 (0.7) 9.7
Provision (benefit) for income taxes.................... 2.2 (0.3) 3.4
----- ----- -----
Net income (loss)..................................... 3.2% (0.4)% 6.3%
===== ===== =====
Year Ended December 31, 2000 Compared to Year Ended December 31, 1999
Revenues increased $18.5 million, or 12.4 %, from $149.4 million in 1999 to
$167.9 million in 2000. This growth primarily resulted from an increase of
$10.3 million in field sales force logistics services revenue and an increase
of $26.7 million in marketing and educational services revenue (with
approximately $18.2 million of the increase a result of the acquisitions of
Armand Scott in June 2000 and Consumer2Patient in May 2000), offset by a $18.5
million decrease in contract sales services and other revenues. Included in the
1999 amounts was a $7.5 million one time special project that was included in
field sales force logistics revenue.
16
Cost of sales increased $11.8 million, or 10.8%, from $109.7 million in 1999
to $121.5 million in 2000. Gross profit percentage increased from 26.6% in the
prior year to 27.6% in the current period. The improved gross profit percentage
was primarily due to the increased proportion of promotional and educational
services revenue to total revenue. This increase was partially offset by an
increase in field sales force logistics services revenue, which has a lower
average gross profit than our promotional and educational services, due to the
higher proportion of production costs which are passed through to the customer
with no markup.
Selling, general and administrative expenses increased $0.8 million, or
2.0%, from $38.9 million in 1999 to $39.7 million in 2000. This increase, when
compared to the 1999 amounts, was due to approximately $1.5 million of
personnel related expenses from acquired companies and an increase in
amortization expense of approximately $0.6 million. The increase in 2000
amounts is partially offset by a decrease in bad debts of approximately $0.7
million and a decrease of certain operating costs of approximately $0.6
million. Selling, general and administrative expenses decreased as a percentage
of revenues from 26.1% in the prior year period to 23.6% in the current year.
This decrease is primarily the result of improved operational efficiencies from
the two restructuring plans undertaken in 1999.
Operating income (loss) increased $9.5 million, from a loss of $2.8 million
in the year ended December 31, 1999 to income of $6.7 million in the year ended
December 31, 2000. Operating income (loss) as a percentage of revenues
increased from a loss of 1.9% in the prior year period to income of 4.0% in the
current year period. The increase in operating income (loss) as a percentage of
revenues was due to the aforementioned increases in revenue as well as the
decreases in cost of sales, restructuring charges and goodwill impairment
charge as a percentage of revenues.
Interest income was $1.9 million in the year ended December 31, 1999
compared to $2.3 million in the year ended December 31, 2000. This increase was
primarily due to our higher average cash balance and higher interest rates in
the current year period as compared to the prior year period.
The provision (benefit) for income taxes for the years ended December 31,
2000 and December 31, 1999 reflect estimated Federal and state income tax
expense (benefit) at our estimated effective tax rate.
Net loss was $0.6 million or $0.05 per diluted share for the year ended
December 31, 1999 compared to net income of $5.4 million or $0.45 per diluted
share for the year ended December 31, 2000, with approximately $0.01 per
diluted share contribution in net income from the acquisitions of Armand Scott
and Consumer2Patient.
Year Ended December 31, 1999 Compared to Year Ended December 31, 1998
Revenues decreased $15.3 million, or 9%, from $164.7 million in 1998 to
$149.4 million in 1999. This decline primarily resulted from the decrease in
marketing and educational services revenue of $38.0 million offset by the
addition of $22.7 million of revenue from field sales force logistics services.
The decrease in marketing and educational services was primarily due to the
loss of revenue from a significant customer, partially offset by an increase in
other business. The increase in field sales force logistics services includes
$6.5 million in revenue from a contract which was terminated during 1999 and
$7.5 million in revenue from a short-term project which was completed during
the fourth quarter of 1999.
Cost of sales decreased $6.0 million, or 5%, from $115.7 million in 1998 to
$109.7 million in 1999. Cost of sales as a percentage of revenues increased
from 70.3% in 1998 to 73.4% in 1999. The increase in cost of sales as a
percentage of revenues was primarily due to the increased proportion of field
sales force logistics and contract sales revenue, which have a lower average
gross profit than our historical business due to a higher proportion of
production costs which are passed through to the customer with little or no
markup.
Selling, general and administrative expenses increased $4.3 million, or 13%,
from $34.6 million in 1998 to $38.9 million in 1999. This increase was due to
the net increase in the cost of personnel of approximately $2.5
17
million, primarily due to the personnel of acquired companies partially offset
by reductions in the workforce related to our 1999 restructurings; an increase
in bad debts of approximately $0.9 million; and an increase in other operating
costs of approximately $0.9 million. Selling, general and administrative
expenses increased as a percentage of revenues from 21.0% in the prior year
period to 26.1% in the current year period. This percentage increase was
largely the result of the aforementioned decrease in and change in the mix of
revenues for the year ended December 31, 1999.
During the year ended December 31, 1999, we incurred provisions for
restructuring and other severance of $2.9 million which involved the reduction
of our workforce, consolidation of our facilities, the wind-down of our
teleservice business, including a disposition of assets, and changes in
management. As a percentage of revenues, this charge represented 1.9% of
revenues for the year ended December 31, 1999.
During the year ended December 31, 1999, we determined that the remaining
goodwill balance of $754,000 associated with the acquisition of Decision Point,
Inc. in January 1998 was impaired. As a result, we incurred a charge to write-
down the asset value to zero during the year ended December 31, 1999. As a
percentage of revenues, this charge represented 0.5% for the year ended
December 31, 1999.
Operating income (loss) decreased $17.1 million from income of $14.3 million
in 1998 to a loss of $2.8 million in 1999. Operating income (loss) as a
percentage of revenues declined from income of 8.7% in 1998 to a loss of 1.9%
in 1999. The decrease in operating income (loss) as a percentage of revenues
was due to the aforementioned increases in cost of sales, selling, general and
administrative expenses, provisions for restructuring and other severance and
noncash charges to write down an impaired asset as a percentage of revenues.
Interest income, was $1.7 million in 1998 compared to $1.9 million of
interest income in 1999. The increase in interest income was primarily due to
our higher average cash balance and higher prevailing interest rates in the
current year period as compared to the prior year period.
The provision (benefit) for income taxes for the year ended December 31,
1999 and December 31, 1998 reflects estimated Federal and state income tax
expense partially offset by the utilization of benefits from net operating
losses previously not recognized in 1998 and the recording of the benefits of
the net loss in 1999.
Net Income was $10.4 million or $0.88 per diluted share for the year ended
December 31, 1998 compared to a net loss of $0.6 million or $0.05 per diluted
share for the year ended December 31, 1999.
Liquidity and Capital Resources
At December 31, 2000, we had $38.0 million in net working capital, a
decrease of $12.1 million from December 31, 1999. Our primary sources of
liquidity as of December 31, 2000 were cash and cash equivalents and accounts
receivable.
Our accounts receivable turnover averaged 76 days for the period ended
December 31, 2000 and 57 days for the period ended December 31, 1999. The
allowance for doubtful accounts and credit memo reserves was $1.3 million at
December 31, 2000 and 1999. The increase in accounts receivable from December
31, 1999 to December 31, 2000 was due to more prepayments of accounts
receivable balances as of December 31, 1999 related to 2000 services.
During 2000, we generated approximately $1.1 million in cash from operating
activities as compared to $23.5 million during 1999. The change in the amount
provided by operating activities was primarily related to the increase in
accounts receivable. We believe our ability to generate cash flow from
operations is inversely related to revenue growth. As such, during periods of
rapid growth we will use cash, whereas during periods of slow growth or decline
we believe we will be able to generate cash from operations.
18
During 2000, we used approximately $12.2 million of cash in investing
activities which was comprised of $9.1 million used for business acquisitions,
net of acquired cash, and $3.1 million used to purchase computer, telephone and
office furniture and equipment. In addition, the Company may be required to
make additional payments related to the 2000 business acquisitions based on the
attainment of certain performance goals in 2001.
Financing activities during 2000 used approximately $11.5 million of net
cash outflows. The amount used by financing activities was primarily the result
of our repurchase of 1.3 million shares of our common stock in the amount of
$12.0 million offset by proceeds from exercises of stock options in the amount
of $0.5 million. During 1999, our Board of Directors authorized us to
repurchase up to 1,000,000 shares of our common stock. During 2000 the Board
expanded this initiative, authorizing the repurchase of an additional 1,000,000
shares. We have repurchased 1,731,000 shares through December 31, 2000.
Currently, we believe we have sufficient capital resources to fund our
current operations. Should we decide to continue to make acquisitions there may
be a need to finance these transactions.
New Accounting Pronouncements
In March 2000, the Financial Accounting Standards Board ("FASB") issued
Interpretation No. 44, "Accounting for Certain Transactions Involving Stock
Compensation--An Interpretation of APB Opinion No. 25". The interpretation
clarifies the application of APB Opinion No. 25 in specified events. The
interpretation was effective July 1, 2000, but covers certain events occurring
during the period after December 15, 1998 and prior to the effective date. To
the extent that events covered by this interpretation occurred during the
period after December 15, 1998, but prior to the effective date, the effects of
applying this interpretation would be recognized on a prospective basis from
the effective date. Accordingly, upon initial application of the final
interpretation, (i) no adjustments would be made to the financial statements
for periods before the effective date and (ii) no expense would be recognized
for any additional compensation cost measured that is attributable to periods
before the effective date. The adoption of this interpretation did not have a
material impact on the Company's consolidated financial position, results of
operations and cash flows.
The Securities and Exchange Commission ("SEC") issued Staff Accounting
Bulletin ("SAB") No. 101 "Revenue Recognition", in December 1999. SAB No. 101
expresses the views of the SEC staff in applying generally accepted accounting
principles to certain revenue recognition issues. In June 2000, the SEC issued
SAB No. 101B to defer the effective date of the implementation of SAB No. 101
until the fourth quarter of fiscal 2000. Management has concluded that the
implementation of this SAB did not have a material impact on its financial
position or its results of operations.
In June 1998, the FASB issued SFAS No. 133, "Accounting for Derivatives and
Hedging Activities," which establishes accounting and reporting standards of
derivative instruments. In July 1999, the FASB approved SFAS No. 137,
"Accounting for Derivative Instruments and Hedging Activities--Deferral of the
Effective Date of FASB Statement No. 133," and in June 2000 approved SFAS No.
138, "Accounting for Certain Derivative Instruments and Certain Hedging
Activities--an Amendment of FASB Statement No. 133," both of which amend SFAS
No. 133. The Company will be required to adopt SFAS No. 133 in fiscal 2001 in
accordance with SFAS No. 137. Management has concluded that the implementation
of these pronouncements did not have a material impact on its financial
position or its results of operations.
ITEM 7A. Quantitative and Qualitative Disclosures About Market Risk
None.
ITEM 8. Financial Statements and Supplementary Data
19
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
BORON, LEPORE & ASSOCIATES, INC.
Page
----
Report of Independent Public Accountants................................. 21
Consolidated Balance Sheets as of December 31, 2000 and 1999............. 22
Consolidated Statements of Operations for the Years Ended December 31,
2000, 1999 and 1998..................................................... 23
Consolidated Statements of Stockholders' Equity for the Years Ended
December 31, 2000, 1999 and 1998........................................ 24
Consolidated Statements of Cash Flows for the Years Ended December 31,
2000, 1999 and 1998..................................................... 25
Notes to Consolidated Financial Statements............................... 26
Schedule of Valuation and Qualifying Accounts............................ 42
20
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To Boron, LePore & Associates, Inc.:
We have audited the accompanying consolidated balance sheets of Boron,
LePore & Associates, Inc. (a Delaware Corporation) and subsidiaries as of
December 31, 2000 and 1999, and the related consolidated statements of
operations, stockholders' equity and cash flows for each of the three years
ending December 31, 2000. These consolidated financial statements and schedule
referred to below are the responsibility of the Company's management. Our
responsibility is to express an opinion on these consolidated financial
statements and schedule based on our audits.
We conducted our audits in accordance with auditing standards generally
accepted in the United States. Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of Boron,
LePore & Associates, Inc. and subsidiaries as of December 31, 2000 and 1999,
and the results of its operations and its cash flows for each of the three
years ending December 31, 2000 in conformity with accounting principles
generally accepted in the United States.
Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The schedule listed in the index to the
consolidated financial statements is presented for the purpose of complying
with the Securities and Exchange Commission's rules and is not part of the
basic financial statements. This schedule has been subjected to the auditing
procedures applied in our audits of the basic financial statements, and in our
opinion, fairly states in all material respects the financial data required to
be set forth therein in relation to the basic financial statements taken as a
whole.
Arthur Andersen LLP
Roseland, New Jersey
February 5, 2001
21
BORON, LEPORE & ASSOCIATES, INC.
CONSOLIDATED BALANCE SHEETS
(In Thousands, Except Per Share Data)
December 31,
------------------
2000 1999
-------- --------
ASSETS
Current assets:
Cash and cash equivalents............................... $ 22,063 $ 44,631
Accounts receivable, net of allowance for doubtful
accounts and credit memo reserves of $1,286 and $1,332
at December 31, 2000 and 1999, respectively............ 42,402 27,567
Prepaid expenses and other current assets............... 3,866 1,387
-------- --------
Total current assets.................................. 68,331 73,585
Furniture, fixtures and equipment, at cost, net of
accumulated depreciation of $6,210 and $4,391 at December
31, 2000 and 1999, respectively.......................... 8,221 7,397
Intangible assets, net.................................... 43,620 36,476
Other assets.............................................. 530 686
-------- --------
Total assets.......................................... $120,702 $118,144
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable........................................ $ 6,112 $ 3,568
Accrued payroll......................................... 2,770 1,532
Accrued expenses........................................ 9,014 8,536
Deferred revenue........................................ 12,448 9,808
-------- --------
Total current liabilities............................. 30,344 23,444
-------- --------
Other Liabilities......................................... 196 --
-------- --------
Stockholders' equity:
Preferred stock, $.01 par value, 2,000 shares
authorized, none issued and outstanding................ -- --
Common stock, $.01 par value, 50,000 shares authorized;
17,185 issued and 11,245 outstanding at December 31,
2000; 16,938 issued and 12,302 outstanding at December
31, 1999............................................... 172 169
Treasury stock, at cost, 5,940 shares at December 31,
2000 and 4,636 shares at December 31, 1999............. (38,958) (26,989)
Additional paid-in capital.............................. 120,774 118,789
Retained earnings....................................... 8,174 2,731
-------- --------
Total stockholders' equity............................ 90,162 94,700
-------- --------
Total liabilities and stockholders' equity............ $120,702 $118,144
======== ========
The accompanying notes are an integral part of these consolidated balance
sheets.
22
BORON, LEPORE & ASSOCIATES, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(In Thousands, Except Per Share Data)
Years Ended December 31,
---------------------------
1999 1998 1997
-------- -------- --------
Revenues.......................................... $167,881 $149,448 $164,670
Cost of sales..................................... 121,471 109,678 115,712
-------- -------- --------
Gross profit.................................... 46,410 39,770 48,958
-------- -------- --------
Selling, general and administrative expenses...... 39,684 38,942 34,625
Provision for restructuring and other severance... -- 2,920 --
Goodwill impairment charge........................ -- 754 --
-------- -------- --------
Total operating expenses........................ 39,684 42,616 34,625
-------- -------- --------
Operating income (loss)......................... 6,726 (2,846) 14,333
Interest income................................... 2,347 1,873 1,664
-------- -------- --------
Income (loss) before provision (benefit) for
income taxes................................... 9,073 (973) 15,997
Provision (benefit) for income taxes.............. 3,630 (390) 5,550
-------- -------- --------
Net income (loss)................................. $ 5,443 $ (583) $ 10,447
======== ======== ========
Net income (loss) per common and common equivalent
share:
Basic............................................. $ 0.45 $ (0.05) $ 0.88
======== ======== ========
Diluted........................................... $ 0.45 $ (0.05) $ 0.84
======== ======== ========
Weighted average number of common and common
equivalent shares:
Basic............................................. 11,980 12,633 11,936
======== ======== ========
Diluted........................................... 12,210 12,633 12,370
======== ======== ========
The accompanying notes are an integral part of these consolidated financial
statements.
23
BORON, LEPORE & ASSOCIATES, INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
(In Thousands)
Additional
Common Treasury Paid-in Retained
Stock Stock Capital Earnings
------ -------- ---------- --------
Balance as of December 31, 1997........... $149 $(24,350) $ 64,177 $(7,133)
Net income.............................. -- -- -- 10,447
Net proceeds of public stock offering... 16 -- 44,396 --
Issuance of stock for business
acquisitions........................... 3 -- 9,403 --
Issuance of stock for stock option
exercises.............................. 1 -- 387 --
---- -------- -------- -------
Balance as of December 31, 1998........... 169 (24,350) 118,363 3,314
Net loss................................ -- -- -- (583)
Issuance of stock for stock option
exercises.............................. -- -- 118 --
Issuance of stock for business
acquisitions........................... -- -- 308 --
Repurchase of 436 shares of common stock
as treasury stock...................... -- (2,639) -- --
---- -------- -------- -------
Balance as of December 31, 1999........... 169 (26,989) 118,789 2,731
Net income.............................. -- -- -- 5,443
Issuance of stock for stock option
exercises.............................. 1 -- 524 --
Issuance of stock for business
acquisitions........................... 2 -- 1,461 --
Repurchase of 1,304 shares of common
stock as treasury stock................ -- (11,969) -- --
---- -------- -------- -------
Balance as of December 31, 2000........... $172 $(38,958) $120,774 $ 8,174
==== ======== ======== =======
The accompanying notes are an integral part of these consolidated financial
statements.
24
BORON, LEPORE & ASSOCIATES, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In Thousands)
Years Ended December
31,
-------------------------
2000 1999 1998
------- ------- -------
Cash flows from operating activities:
Net income (loss)................................. $ 5,443 $ (583) $10,447
Adjustments to reconcile net income (loss) to net
cash provided by (used in) operating activities:
Depreciation and amortization.................... 4,710 4,210 2,296
Provision for doubtful accounts and credit memo
reserves........................................ 254 1,249 135
Provision for restructuring and other severance.. -- 2,920 --
Goodwill impairment charge....................... -- 754 --
Deferred income taxes............................ 80 (1,280) (429)
Changes in operating assets and liabilities, net
of effects from acquisitions of businesses:
(Increase) decrease in accounts receivable...... (9,788) 15,578 (13,804)
(Increase) decrease in prepaid expenses and
other current assets........................... (881) 291 (880)
(Increase) decrease in other assets............. (84) 144 (537)
Increase (decrease) in accounts payable and
accrued expenses............................... 2,198 42 (781)
(Decrease) increase in deferred revenue......... (1,023) 209 (7,912)
Increase in other liabilities................... 196 -- --
------- ------- -------
Net cash provided by (used in) operating
activities...................................... 1,105 23,534 (11,465)
------- ------- -------
Cash flows from investing activities:
Purchases of furniture, fixtures and equipment.... (3,137) (1,873) (4,507)
Business acquisitions, net of acquired cash....... (9,092) -- (15,920)
Business acquisitions, contingent consideration... -- (11,433) --
------- ------- -------
Net cash used in investing activities............ (12,229) (13,306) (20,427)
------- ------- -------
Cash flows from financing activities:
Proceeds from the issuance of common stock........ -- -- 44,412
Proceeds from exercise of stock options........... 525 118 388
Purchase of treasury stock........................ (11,969) (2,639) --
------- ------- -------
Net cash (used in) provided by financing
activities...................................... (11,444) (2,521) 44,800
------- ------- -------
Net (decrease) increase in cash and cash
equivalents..................................... (22,568) 7,707 12,908
Cash and cash equivalents, begining of year......... 44,631 36,924 24,016
------- ------- -------
Cash and cash equivalents, end of year.............. $22,063 $44,631 $36,924
======= ======= =======
Supplemental disclosures of cash flow information:
Cash paid during the year for:
Taxes............................................. $ 4,114 $ 1,799 $ 5,515
Interest.......................................... -- -- --
The accompanying notes are an integral part of these consolidated financial
statements.
25
BORON, LEPORE & ASSOCIATES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share data)
1. Description of the Business:
Business:
Boron, LePore & Associates, Inc. and subsidiaries (the "Company") provides
outsourced marketing, educational and sales services to the healthcare
industry. The Company was founded in 1981 and has become a leading provider of
peer-to-peer meetings, which typically involve gatherings of 10 to 12
physicians meeting under the chairmanship of a Company moderator to discuss a
new drug or new indication for a familiar drug. The Company also conducts
meetings such as symposia, continuing education conferences and video satellite
conferences; product marketing services, field sales force logistics services
and, to a lesser extent, contract sales services.
Incorporation and Merger:
On November 22, 1996, BLA Acquisition Corporation ("BLA") was incorporated
in the State of Delaware. On November 27, 1996, the stockholders of BLA and the
stockholders of Boron, LePore & Associates, Inc., all under common control,
unanimously approved the Agreement and Plan of Merger ("Merger Agreement") of
the two companies. On December 3, 1996, the merger became effective and was
accounted for comparable to a pooling of interests. The surviving corporation
was BLA, which subsequently changed its name to Boron, LePore & Associates,
Inc.
On September 24, 1997, the Company completed an initial public offering of
3,735,000 shares of Common Stock at $17.50 per share resulting in net proceeds,
after underwriter commissions and offering costs, of approximately $59,800.
On May 27, 1998, the Company completed a secondary stock offering of
2,980,000 shares of Common Stock at $30.00 per share resulting in net proceeds,
after underwriter commissions and offering costs, of approximately $44,400.
2. Summary of Significant Accounting Policies:
Use of Estimates:
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.
Consolidation:
The consolidated financial statements include the accounts of Boron, LePore
& Associates, Inc. and its wholly owned subsidiaries. All intercompany balances
and transactions have been eliminated. The results of operations include the
accounts of Consumer2Patient, Inc. from May 17, 2000 and the accounts of Armand
Scott, Inc. from June 29, 2000, their acquisition dates (See Note 15).
Cash and Cash Equivalents:
The Company considers all highly liquid investments purchased with an
original maturity of three months or less to be cash equivalents.
26
BORON, LEPORE & ASSOCIATES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
(in thousands, except share and per share data)
Revenue Recognition:
Revenue is recognized as services are performed. For conferencing services,
revenue is recognized upon completion of the meeting or symposia. Revenue for
multiple-meeting projects is attributed to individual meetings based on an
average amount per meeting, and is recognized as individual meetings are
completed. Revenue for product marketing services is recognized in the period
contractual performance benchmarks are achieved and confirmed by the client.
Revenue for field force logistics services are recorded in the period the
services are performed, based on the specific terms of the contract.
Customers are invoiced according to agreed upon billing terms. Items which
are invoiced prior to performance of the related services are recorded as
deferred revenue and are not recognized as revenue until the required service
is provided, in accordance with the Company's revenue recognition policy.
Fixed Assets:
Furniture, Fixtures and Equipment is stated at cost. Depreciation is
calculated using the straight line method over estimated service lives of the
individual assets. Computer and telephone equipment lives are three years,
furniture and fixtures are ten years, and leasehold improvements are amortized
over the shorter of the lives of the leases or the estimated service lives
which do not exceed eleven years. Expenditures for repairs and maintenance are
expensed as incurred while renewals and betterments are capitalized.
Intangible Assets:
Intangible assets generally represent goodwill associated with the excess of
purchase price over net assets acquired and non-compete agreements. Goodwill is
amortized over periods ranging from 10 to 20 years, and other intangible assets
are amortized over the term of the related agreement, generally 3 years.
The Company's amortization expense was $2,437, $1,850 and $985 for the years
ending December 31, 2000, 1999 and 1998, respectively, and accumulated
amortization expense was $5,232 and $2,795 at December 31, 2000 and 1999,
respectively.
Income Taxes:
The provisions of Statement of Financial Accounting Standards No. 109,
"Accounting for Income Taxes" ("SFAS 109") require the use of the asset and
liability method of accounting for income taxes. Under this method, deferred
tax assets and liabilities are determined based on temporary differences
between financial reporting and tax bases of assets and liabilities, tax credit
carryforwards and operating loss carryforwards. A valuation allowance is
established to reduce deferred tax assets if it is more likely than not that
such deferred tax assets will not be realized (See Note 8).
Long-lived Assets:
The provisions of Statement of Financial Accounting Standards No. 121,
"Accounting for the Impairment of Long-lived Assets" ("SFAS 121") require,
among other things, that an entity review its long-lived assets and certain
related intangibles for impairment whenever changes in circumstances indicate
that the carrying amount of an asset may not be fully recoverable. If the fair
value is less than the carrying amount of the asset, a loss is recognized for
the difference. Management performed a review of its long-lived assets and
determined that no impairment of the respective carrying values occurred as of
December 31, 2000 (see Note 15).
Stock Based Compensation:
The provisions of Statement of Financial Accounting Standards No. 123,
"Accounting for Stock-Based Compensation" ("SFAS 123") require that an entity
account for employee stock compensation under a fair value based method.
However, SFAS 123 also allows an entity to continue to measure compensation
cost for
27
BORON, LEPORE & ASSOCIATES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
(in thousands, except share and per share data)
employee stock-based compensation using the intrinsic value based method of
accounting prescribed by APB Opinion No. 25, "Accounting for Stock Issued to
Employees" ("Opinion 25"). The Company elected to remain with the accounting
under Opinion 25 and has made the pro forma disclosures of net income and
earnings per share as if the fair value based method of accounting under SFAS
123 had been applied (See Note 11).
Earnings Per Share:
The provisions of Statement of Financial Accounting Standards No. 128,
"Earnings Per Share" ("SFAS 128") require the presentation of basic earnings
per share ("Basic EPS") and diluted earnings per share ("Diluted EPS"). Basic
EPS is calculated by dividing income available to common shareholders by the
weighted average number of shares of common stock outstanding during the
period. Diluted EPS is calculated by dividing income available to common
shareholders by the weighted average number of common shares outstanding for
the period adjusted to reflect potentially dilutive securities (See Note 3).
Segments of an Enterprise:
The provisions of Financial Accounting Standards No. 131, "Disclosures about
Segments of an Enterprise and Related Information" ("SFAS 131") establishes
standards for reporting of financial information about operating segments in
annual financial statements (See Note 14).
New Accounting Pronouncements:
In March 2000, the Financial Accounting Standards Board ("FASB") issued
Interpretation No. 44, "Accounting for Certain Transactions Involving Stock
Compensation--An Interpretation of APB Opinion No. 25". The interpretation
clarifies the application of APB Opinion No. 25 in specified events. The
interpretation was effective July 1, 2000, but covers certain events occurring
during the period after December 15, 1998 and prior to the effective date. To
the extent that events covered by this interpretation occurred during the
period after December 15, 1998, but prior to the effective date, the effects of
applying this interpretation would be recognized on a prospective basis from
the effective date. Accordingly, upon initial application of the final
interpretation, (a) no adjustments would be made to the financial statements
for periods before the effective date and (b) no expense would be recognized
for any additional compensation cost measured that is attributable to periods
before the effective date. The adoption of this interpretation did not have a
material impact on the Company's consolidated financial position, results of
operations and cash flows.
The Securities and Exchange Commission ("SEC") issued Staff Accounting
Bulletin ("SAB") No. 101 "Revenue Recognition", in December 1999. SAB No. 101
expresses the views of the SEC staff in applying generally accepted accounting
principles to certain revenue recognition issues. In June 2000, the SEC issued
SAB No. 101B to defer the effective date of the implementation of SAB No. 101
until the fourth quarter of fiscal 2000. Management has concluded that the
implementation of this SAB did not have a material impact on its financial
position or its results of operations.
In June 1998, the FASB issued Statement of Financial Accounting Standards
("SFAS") No. 133, "Accounting for Derivatives and Hedging Activities," which
establishes accounting and reporting standards of derivative instruments. In
July 1999, the FASB approved SFAS No. 137, "Accounting for Derivative
Instruments and Hedging Activities--Deferral of the Effective Date of FASB
Statement No. 133," and in June 2000 approved SFAS No. 138, "Accounting for
Certain Derivative Instruments and Certain Hedging Activities--an Amendment of
FASB Statement No. 133," both of which amend SFAS No. 133. The Company will be
required to adopt SFAS No. 133 in fiscal 2001 in accordance with SFAS No. 137.
Management has concluded that the implementation of these proncouncements did
not have a material impact on its financial position or its results of
operations.
28
BORON, LEPORE & ASSOCIATES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
(in thousands, except share and per share data)
3. Earnings Per Share:
In accordance with SFAS 128, the following table reconciles income (loss)
and share amounts used to calculate basic earnings per share and diluted
earnings per share.
For the Years Ended December 31,
---------------------------------
2000 1999 1998
---------- ---------- ----------
Numerator:
Net income (loss)--Basic and Diluted........ $ 5,443 $ (583) $ 10,447
========== ========== ==========
Denominator:
Weighted average shares outstanding--Basic.. 11,979,829 12,633,483 11,935,773
Incremental shares from assumed conversions
of options................................. 230,423 -- 434,126
---------- ---------- ----------
Weighted average shares outstanding--
Diluted.................................... 12,210,252 12,633,483 12,369,899
========== ========== ==========
Net income (loss) per share--Basic.......... $ 0.45 $ (0.05) $ 0.88
========== ========== ==========
Net income (loss) per share--Diluted........ $ 0.45 $ (0.05) $ 0.84
========== ========== ==========
The diluted share base for the year ended December 31, 1999 excludes
incremental shares of 77,104 related to employee stock options. These shares
are excluded due to their antidilutive effect as a result of the Company's loss
from continuing operations during 1999.
4. Long-term Debt:
During 1998, the Company negotiated a revolving credit facility with a bank.
Under this loan agreement, the Company could borrow up to $5,000 on an
unsecured basis. On October 31, 1999, the revolving credit facility expired and
was not renegotiated.
5. Furniture, Fixtures and Equipment:
Furniture, fixtures and equipment consists of:
December 31,
--------------
2000 1999
------ ------
Computer and telephone equipment........................... $9,449 $8,832
Office equipment........................................... 2,961 2,137
Leasehold improvements..................................... 1,673 593
Other...................................................... 348 226
------ ------
14,431 11,788
Less: Accumulated depreciation............................. (6,210) (4,391)
====== ======
Furniture, fixtures and equipment, net of accumulated
depreciation.............................................. $8,221 $7,397
====== ======
Depreciation expense was $2,273, $2,360 and $1,311 for the years ending
December 31, 2000, 1999 and 1998, respectively.
29
BORON, LEPORE & ASSOCIATES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
(in thousands, except share and per share data)
6. Accrued Expenses:
Accrued expenses are comprised of the following:
December 31,
-------------
2000 1990
------ ------
Accrued honoraria............................................. $1,115 $ 901
Accrued restructuring and other severance..................... 727 2,287
Accrued meeting expenses...................................... 6,164 3,936
Other accrued expenses........................................ 1,008 1,412
------ ------
Totals...................................................... $9,014 $8,536
====== ======
7. Commitments and Contingencies:
Operating Leases:
The Company leases office space, automobiles, and equipment under various
operating leases expiring at various dates through 2012. Approximate annual
lease commitments for the next five years and thereafter are as follows:
2001.................................................................. $2,891
2002.................................................................. 2,741
2003.................................................................. 2,294
2004.................................................................. 2,138
2005.................................................................. 2,044
2006 and thereafter................................................... 9,526
Rent expense charged against operations approximated $1,474, $1,610, and
$1,530 for the years ended December 31, 2000, 1999 and 1998, respectively.
Total lease commitments have not been reduced by minimum annual sublease
rentals of approximately $2,451 on leases due in the future under non-
cancelable leases.
Litigation:
On or about May 25, 1999, one stockholder of the Company filed a putative
class action lawsuit against the Company and certain of the Company's officers
in the United States District Court for the District of New Jersey. The suit
alleges that the Company, certain of its officers and directors, and certain
institutional stockholders violated the federal securities laws by making
material misrepresentations and omissions in certain public disclosures related
to, among other things, the secondary offering made by the Company in May 1998,
the Company's acquisition of Decision Point, Inc. in January 1998, the
termination of the Company's relationship with Glaxo-Wellcome, and the impact
of various events on the Company's earnings. The suit seeks unspecified
damages. On February 17, 2000 the Company filed a motion to dismiss all claims
asserted against it and its officers and directors. On September 18, 2000, the
court issued an order and opinion on the motions to dismiss filed by the
various defendants. The court granted the motions to dismiss with respect to
the claims asserted against Roger D. Kafker, Jacqueline C. Morby, TA Investors,
Ltd. Partnership, TA Associates VII, L.P., TA Associates, Inc., TA Associates
AAP III, Advent VII, Associates VII, L.P., Advent Atlantic and Pacific III,
L.P., Bear Stearns and Co., Inc., and Smith Barney, Inc. The court denied the
motions to dismiss with respect to the claims asserted against Boron, Lepore
Associates, Inc., Patrick G. Lepore, Gregory F. Boron, Timothy J. McIntyre and
Martin Veilleux. On February 14, 2001, the Court granted the plaintiff's motion
for class certification. The litigation is currently in discovery phase. The
Company and the remaining defendants intend to continue their vigorous defense
of this action.
30
BORON, LEPORE & ASSOCIATES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
(in thousands, except share and per share data)
In addition, the Company, from time to time, is involved in legal
proceedings incurred in the normal course of business. The Company believes
none of these proceedings will have a material adverse effect on the financial
condition or liquidity of the Company.
Employment Agreements:
The Company has entered into employment and other agreements with its
executive officers and certain other senior management employees, some of whom
are stockholders of the Company. The employment agreements specify duties,
benefits, confidentiality and miscellaneous other provisions. The employment
agreements generally have initial terms of no greater than three years, with
one-year renewals after such initial term. At December 31, 2000, the maximum
contingent liability related to employment and other agreements is
approximately $3,371.
During the latter part of 2000, the Company adopted a Long Term Incentive
Plan ("LTIP") covering six key employees. This plan provides for a cash bonus
pool payable in 2003, stock option grants, a stock option exchange and matching
deferred compensation arrangements, among other things. During 2000, the total
expense reflected in the accompanying statement of operations was approximately
$125,000 related to the above provisions.
8. Income Taxes:
The components of the provision (benefit) for income taxes are summarized as
follows for the years ending December 31:
2000 1999 1998
------ ------ ------
Current.............................................. $3,550 $ 890 $5,979
Deferred............................................. 80 (1,280) (429)
------ ------ ------
Total.............................................. $3,630 $ (390) $5,550
====== ====== ======
The following table indicates the significant elements contributing to the
difference between the Federal statutory rate and the Company's effective tax
rate:
2000 1999
---- -----
Federal statutory rate....................................... 34.0% (34.0)%
State taxes net of Federal effect............................ 5.8 (6.0)
Utilization of net operating loss carryforwards, net of
valuation allowance......................................... 0.2 --
---- -----
Effective tax rate........................................... 40.0% (40.0)%
==== =====
31
BORON, LEPORE & ASSOCIATES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
(in thousands, except share and per share data)
Deferred income taxes represent the tax effect of the difference between
book and tax bases of assets and liabilities. The major components of deferred
tax assets and liabilities as of December 31 are as follows:
2000 1999
---- ----
Allowance for doubtful accounts................................. $514 $533
State Net Operating Losses...................................... 415 450
Other operating reserves........................................ 131 161
Tax over book depreciation...................................... (495) (612)
Cash to accrual liability....................................... -- (586)
Tax over book goodwill amortization............................. (635) (362)
Restructuring and other severance reserves...................... 190 616
---- ----
Total........................................................... $120 $200
==== ====
As of December 31, 2000 and 1999, the net deferred tax asset of $120 and
$200, respectively, is reflected in the balance sheet in other assets. The
realization of the Company's net deferred tax assets is dependent on future
taxable income. The Company believes that it is more likely than not such
assets will be realized; however, ultimate realization could be negatively
impacted by market conditions and other variables not known or anticipated at
this time.
9. Major Customers:
Revenue from two customers accounted for approximately $67,000 (40%) and
$13,100 (8%) of total revenue for the year ending December 31, 2000.
Revenue from two customers accounted for approximately $59,000 (39%) and
$16,600 (11%) of total revenue for the year ending December 31, 1999.
Revenue from two customers accounted for approximately $56,500 (34%) and
$44,000 (27%) of total revenue for the year ending December 31, 1998.
Major customers accounted for approximately $16,575 or 39%, and $21,501 or
75%, of accounts receivable at December 31, 2000 and 1999, respectively.
10. Purchase of Treasury Stock:
During 1999, the Company's Board of Directors authorized the Company to
repurchase up to 1,000,000 shares of its common stock, in open market or
negotiated transactions. During 2000 the Board expanded this initiative,
authorizing the repurchase of an additional 1,000,000 shares. The Company has
repurchased 1,731,000 shares through December 31, 2000 at a cost of $14,605.
Additionally, during 1999, the Company repurchased 8,333 shares of common
stock from former employees at a cost of $3.
11. Stock Option and Grant Plan:
During 1996, the Boron, LePore & Associates 1996 Stock Option and Grant Plan
(the "1996 Plan") was established. In August 1997, the Plan was amended to
increase the shares of stock reserved for issuance under the 1996 Plan to
4,000,000 shares. During 1998, the Boron, LePore & Associates 1998 Stock Option
Plan (the "1998 Plan") was established, under which 500,000 shares of Common
Stock can be issued through the exercise of stock options. The following table
summarizes stock option activity:
32
BORON, LEPORE & ASSOCIATES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
(in thousands, except share and per share data)
Weighted
Number of Exercise Price Average
Shares Per Share Exercise Price
---------- -------------- --------------
Outstanding at December 31,
1997............................ 731,559 $ 0.43--22.00 $11.26
Granted........................ 1,155,525 26.50-- 38.50 30.58
Canceled....................... (26,666) 0.43-- 26.50 10.21
Exercised...................... (40,916) 9.45 9.45
---------- ------------- ------
Outstanding at December 31,
1998............................ 1,819,502 9.45--38.50 24.42
Granted........................ 1,638,200 6.31--13.00 9.14
Canceled....................... (1,031,460) 6.31--38.50 21.89
Exercised...................... (12,499) 9.45 9.45
---------- ------------- ------
Outstanding at December 31,
1999............................ 2,413,743 6.31--35.75 15.21
Granted........................ 1,230,049 7.50--12.00 8.98
Canceled....................... (681,713) 6.56--35.75 16.74
Exercised...................... (74,350) 6.56-- 8.75 7.06
---------- ------------- ------
Outstanding at December 31,
2000............................ 2,887,729 $ 6.31--35.75 $12.34
========== ============= ======
Shares exercisable at December
31, 2000........................ 907,696 $ 6.31--35.75 $15.43
========== ============= ======
The following table summarizes information about options outstanding at
December 31, 2000:
Options Exercisable at
Options Outstanding at December 31, 2000 December 31, 2000
------------------------------------------- --------------------------
Weighted Average
Number Weighted Average Contractual Life Number Weighted Average
Range of Shares Exercise Price (Years) of Shares Exercise Price
---------------- --------- ---------------- ---------------- --------- ----------------
$ 6.31 -- $ 7.70 988,000 $ 7.18 8.8 331,500 $ 7.09
$ 7.71 -- $11.55 1,097,130 9.43 9.3 130,914 9.58
$11.56 -- $23.10 425,999 15.43 6.7 231,499 16.49
$23.11 -- $35.75 376,600 30.70 7.1 213,783 30.77
--------- ------ ------- ------
2,887,729 $12.34 907,696 $15.43
========= ====== ======= ======
Of the total options outstanding under the 1996 and 1998 Plans, 907,696,
535,876, and 345,065 were exercisable at December 31, 2000, 1999 and 1998,
respectively. Stock options available for grant were 1,484,506, 2,032,842, and
2,639,582, at December 31, 2000, 1999 and 1998, respectively.
As permitted by SFAS 123, the Company has elected to continue to account for
stock-based compensation using the intrinsic value method. Accordingly, no
compensation expense has been recognized for stock options granted at or above
market value. Had the fair value method of accounting been applied to the
Company's stock option grants, which requires recognition of compensation costs
ratably over the vesting period of the underlying equity instruments, net
income (loss) would have been as follows:
2000 1999 1998
------ ------- ------
Pro forma net income (loss).......................... $1,461 $(5,298) $5,890
Pro forma net income (loss) per common share:
Basic.............................................. $ 0.12 $ (0.42) $ 0.49
Diluted............................................ $ 0.12 $ (0.42) $ 0.48
33
BORON, LEPORE & ASSOCIATES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
(in thousands, except share and per share data)
The fair value of options were estimated at the date of grant using a Black-
Scholes option pricing model with the following assumptions for 2000, 1999 and
1998: weighted-average risk-free interest rates of 6.2%, 6.8%, and 4.7% for
2000, 1999 and 1998, respectively, no dividends, volatility factors of the
expected market price of the Company's common stock of 66.5%, 100.0% and 65.9%
for 2000, 1999 and 1998, respectively, a weighted-average expected life of the
options of 5.0 years for 2000 and 6.0 years for 1999 and 1998 and a weighted-
average grant date fair value of options granted during fiscal years of $5.49,
$7.51 and $19.53 for 2000, 1999 and 1998, respectively.
12. Savings and Investment Plan:
During 1998, the Company adopted the Boron LePore & Associates Savings Plan
(the "401(k) Plan"), which is intended to qualify under Section 401(k) of the
Internal Revenue Code of 1986, as amended. The 401(k) Plan is a defined
contribution plan established to provide retirement benefits for all employees
who have completed six months of service with the Company.
The 401(k) Plan is employee funded up to an elective annual deferral. In
addition, the Company matches 50% of the participant's contribution up to a
maximum employer contribution of 2.0% of the employee's total compensation. For
the years ended December 31, 2000, 1999 and 1998, the Company's matching
contributions to the 401(k) Plan were approximately $133, $227 and $99,
respectively.
13. Quarterly Results of Operations (Unaudited):
Summarized unaudited quarterly operating results for 2000 and 1999 are as
follows:
Fiscal Quarters Ended
-------------------------------------
March 31, June 30, Sept. 30, Dec. 31,
2000 2000 2000 2000
--------- -------- --------- --------
Revenues............................. $37,114 $41,099 $39,591 $50,077
Gross profit......................... 9,661 11,375 11,315 14,059
Net income........................... 1,064 1,310 1,264 1,805
Net income per common share--basic... $ 0.09 $ 0.11 $ 0.11 $ 0.16
Net income per common share--
diluted............................. $ 0.09 $ 0.11 $ 0.10 $ 0.15
Fiscal Quarters Ended
--------------------------------------
March 31, June 30, Sept. 30, Dec. 31,
1999(1) 1999(2) 1999 1999(3)
--------- -------- --------- --------
Revenues............................ $33,849 $38,568 $33,394 $43,637
Gross profit........................ 8,866 10,303 9,644 10,957
Net income (loss)................... (1,127) (685) 401 828
Net income (loss) per common share--
basic.............................. $ (0.09) $ (0.05) $ 0.03 $ 0.07
Net income (loss) per common share--
diluted............................ $ (0.09) $ (0.05) $ 0.03 $ 0.07
--------
(1) The results for the fiscal quarter ended March 31, 1999 include a pre-tax
goodwill impairment charge of $754.
(2) The results for the fiscal quarter ended June 30, 1999 include a pre-tax
provision for restructuring of $1,700.
(3) The results for the fiscal quarter ended December 31, 1999 include a pre-
tax provision for restructuring and other severance of $1,220.
34
BORON, LEPORE & ASSOCIATES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
(in thousands, except share and per share data)
14. Segment Information:
The Company's management considers its business to be a single business
entity--the providing of outsourced marketing, educational and sales services
to the healthcare industry. The Company's services generally are utilized by
customers and people associated with the pharmaceutical industry and the
medical profession. Management evaluates its product offerings on a revenue
basis, which is presented below, and profitability is generally evaluated on an
enterprise-wide basis due to shared infrastructures.
For the Years Ended
December 31,
--------------------------
2000 1999 1998
-------- -------- --------
Revenues:
Marketing and educational services.............. $ 94,798 $ 68,081 $106,106
Field sales force logistics services............ 68,512 58,194 35,545
Contract sales services......................... 4,571 23,173 23,019
-------- -------- --------
Total revenues................................ $167,881 $149,448 $164,670
======== ======== ========
In January 2001, the Company decided to change the classification of their
revenues due to the development of new product offerings and merging markets.
In subsequent periods "Contract Sales Services" and "Field Sales Force
Logistics Services" will be combined and disclosed as Sales Services.
Management believes this new classification will provide the most useful and
relevant measurements to evaluate its business.
15. Acquisitions:
In January 1998, the Company purchased certain assets from Decision Point,
Inc., an Illinois company. The purchase price was $800 in cash. The acquisition
has been accounted for using the purchase method of accounting. The excess of
purchase price over net assets acquired was approximately $800. In accordance
with the measurement of goodwill impairment as discussed in Note 2, the Company
determined that, due to the inability of the long lived asset to generate
future cash flows sufficient to recover the carrying amount, the remaining
unamortized purchase price of $754 was impaired. As a result, the Company wrote
down the goodwill to zero during 1999.
In March 1998, the Company purchased substantially all of the assets and
assumed certain liabilities of Strategic Implications International, Inc., a
Maryland corporation. The purchase price was $4,300 in cash and approximately
137,000 shares of the Company's common stock. In addition, the Company paid
$700 during 1999 based on the attainment of performance goals. The acquisition
has been accounted for using the purchase method of accounting. The excess of
purchase price over net assets acquired was estimated to be approximately
$9,200 and is being amortized over twenty years.
In May 1998, the Company purchased substantially all of the assets and
assumed certain liabilities of Medical Education Systems, Inc., a Pennsylvania
corporation. The purchase price was $10,000 in cash and 160,103 shares of the
Company's common stock. The Company paid an additional $9,500 during 1999 based
upon the attainment of certain operating income goals. The acquisition has been
accounted for using the purchase method of accounting. The excess of purchase
price over net assets acquired was estimated to be approximately $26,000 and is
being amortized over twenty years.
35
BORON, LEPORE & ASSOCIATES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
(in thousands, except share and per share data)
In August 1998, the Company purchased substantially all of the assets and
assumed certain liabilities of Strategem Plus, Inc., a New Jersey corporation.
The purchase price was $1,600 in cash and 13,630 shares of the Company's common
stock. During 1999, the Company paid $1,233 in cash and 43,406 shares of the
Company's common stock based on the attainment of certain revenue goals. The
acquisition has been accounted for using the purchase method of accounting. The
excess of purchase price over net assets acquired was estimated to be
approximately $4,000 and is being amortized over twenty years.
On May 17, 2000, the Company purchased substantially all of the assets and
assumed certain liabilities of Consumer2Patient, Inc., a North Carolina
corporation, Physician to Physician, LLC, a North Carolina limited liability
corporation, and Alternative Media Solutions, LLC, a North Carolina limited
liability corporation. The purchase price was $2,000 in cash. In addition, the
Company may be required to pay up to an additional $2,000 in contingent cash
payments based on the achievement of certain operating goals during the twelve-
month period subsequent to the date of acquisition. The acquisition has been
accounted for using the purchase method of accounting. The excess of purchase
price over net assets acquired was estimated to be approximately $1,600, of
which approximately $1,500 and $100 is allocated to goodwill and non-compete
agreements, respectively. The resulting goodwill and non-compete agreements
will be amortized over ten years and three years, respectively.
On June 29, 2000, the Company purchased substantially all of the assets and
assumed certain liabilities of Armand Scott, Inc., a New Jersey corporation.
The purchase price was $7,500 in cash and 172,167 shares of the Company's
common stock. In addition, the Company may be required to pay an additional
amount up to $10,800 in contingent cash and stock payments based on the
achievement of certain operating income goals of the acquired business during
the two year period subsequent to the date of acquisition. The acquisition has
been accounted for using the purchase method of accounting. The excess of
purchase price over net assets acquired was estimated to be approximately
$7,900, of which approximately $7,400 and $500 million is allocated to goodwill
and non-compete agreements, respectively. The resulting goodwill and non-
compete agreements will be amortized over fifteen and three years,
respectively.
The following unaudited pro forma summary presents information as if the
acquisitions had occurred at the beginning of the respective periods:
For the Years Ended
December 31,
--------------------------
2000 1999 1998
-------- -------- --------
Net revenues..................................... $178,205 $170,001 $177,412
Net income....................................... 6,271 1,998 10,652
======== ======== ========
Pro forma diluted earnings per share............. $ 0.51 $ 0.16 $ 0.85
======== ======== ========
The pro forma information is not necessarily indicative of the results that
would have occurred had the acquisitions taken place at the beginning of the
respective periods.
16. Provision for Restructuring and Other Severance:
During 1999, the Company incurred two provisions for restructuring and other
severance based on approved management plans. During the second quarter of
1999, the Company recorded a provision for restructuring in the amount of
$1,700 and during the fourth quarter of 1999, the Company recorded a provision
for restructuring and other severance in the amount of $1,220. The fourth
quarter provision was net of a $280 reversal related to the second quarter
provision. The second quarter provision relates to a workforce reduction of
approximately 90 employees, the downsizing or closing of certain office
locations and other related costs
36
BORON, LEPORE & ASSOCIATES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
(in thousands, except share and per share data)
which represent approximately 67%, 21% and 12%, respectively, of the total
provision. The fourth quarter provision relates to the wind-down of the
Company's teleservice business in Norfolk, Virginia, including a workforce
reduction of approximately 75 employees and the disposition of certain assets,
and a management change which represent approximately 12%, 60% and 28%,
respectively, of the total provision. The activity impacting the accrual for
restructuring and other severance during 2000 and 1999 is summarized in the
following table:
Charges to Charges Balance at Charges Balance at
Operations in Utilized in December 31, Utilized in December 31,
1999 1999 1999 2000 2000
------------- ----------- ------------ ----------- ------------
Workforce Reductions and
Transition............. $ 1,610 $(501) $1,109 $(1,022) $ 87
Idle Facilities......... 195 (70) 125 (109) 16
Disposition of Assets--
Norfolk................ 990 -- 990 (375) 615
Other................... 125 (62) 63 (54) 9
------- ----- ------ ------- ----
$ 2,920 $(633) $2,287 $(1,560) $727
======= ===== ====== ======= ====
17. Subsequent Event:
In February of 2001, the Board of Directors approved an amendment to the
1996 Stock Option and Grant Plan to increase the shares of stock reserved for
issuance under the plan by 1,200,000 shares.
37
PART III
ITEM 9. Changes in and Disagreements With Accountants on Accounting and
Financial Disclosure
Not applicable.
ITEM 10. Directors and Executive Officers of the Registrant
The information appearing under the captions "Information Regarding
Directors" and "Executive Officers" in the registrant's definitive proxy
statement relating to the 2001 Annual Meeting of Stockholders to be held in May
2001 is incorporated herein by reference.
ITEM 11. Executive Compensation
The information appearing under the caption "Executive Compensation" in the
registrant's definitive proxy statement relating to the 2001 Annual Meeting of
Stockholders to be held in May 2001 is incorporated herein by reference.
ITEM 12. Security Ownership of Certain Beneficial Owners and Management
The information appearing under the caption "Principal and Management
Stockholders" in the registrant's definitive proxy statement relating to the
2001 Annual Meeting of Stockholders to be held in May 2001 is incorporated
herein by reference.
ITEM 13. Certain Relationships and Related Transactions
The information appearing under the caption "Certain Transactions" in the
registrant's definitive proxy statement relating to the 2001 Annual Meeting of
Stockholders to be held in May 2001 is incorporated herein by reference.
38
PART IV
ITEM 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K
(a)(1) Financial Statements.
(a)(2) Schedules.
Schedule II--Valuation and Qualifying Accounts
All other schedules have been omitted because they are not required or
because the required information is given in the Financial Statements or Notes
thereto.
(a)(3) Exhibits. The following is a complete list of Exhibits filed or
incorporated by reference as part of this Annual Report.
2.4 Stockholders' Agreement dated as of December 4, 1996, as amended, by and
among the Company, the Investors (as defined), Patrick G. LePore, Gregory
Boron, Christopher Sweeney and Michael W. Foti.(2)
2.4(a)Consent and Second Amendment to Stockholder's Agreement, dated March 11,
1998.(4)
2.8 Asset Purchase Agreement by and among the Company, Consumer2Patient,
Inc., Physician 2 Physician, LLC, Alternative Media Solutions, LLC and
Lisa Thomas dated May 4, 2000. (8)
2.9 Asset Purchase Agreement by and among the Company, Armand Scott, Inc.,
Scott Pallais, Marline Pallais, and the Pallais Family Trust dated June
29, 2000 (9)
3.1Third Amended and Restated Certificate of Incorporation.(4)
3.2Amended and Restated By-laws.(4)
4.1Specimen certificate for shares of Common Stock, $.01 par value, of the
Company.(3)
10.2Lease by and between SPENCO, Ltd. and the Company.(1)
10.3 Deed of Lease Agreement by and between Norfolk Commerce Center Limited
Partnership and the Company.(1)
10.41999 Employment Agreement for Patrick G. LePore. (6)
10.8Non-Competition Agreement for Patrick G. LePore.(4)
10.12Boron, LePore & Associates, Inc. Amended and Restated 1996 Stock Option
and Grant Plan.(2)
10.13Boron, LePore & Associates, Inc. 1998 Employee Stock Option and Grant
Plan. (5)
10.14 Form of Indemnification Agreement between the Registrant and
directors.(1)
10.27 Lease Agreement by and between Maurice M. Weill, Trustee, as Landlord and
BLP Group Companies, as Tenant.(4)
10.29Incentive Stock Option Agreement for Patrick G. LePore.(4)
10.30Indemnification Agreement for Patrick G. LePore (6)
10.31Employment Agreement for Steven M. Freeman (7)
10.32Incentive Stock Option Agreement for Steven M. Freeman (7)
10.33Separation Agreement for Martin J. Veilleux (7)
10.36Employment Agreement for Claudia Estrin (7)
10.37 Lease Agreement by and between Westford/Whitehall Holdings, LLC, as
Landlord and Boron, LePore, Associates, Inc. as Tenant.
39
10.38Employment Agreement for Anthony J. Cherichella
10.39Incentive Stock Option Agreement for Anthony J. Cherichella
10.40Agreement to provide Field Force Logistic Services (10)
21.1Subsidiaries of the Registrant.
23.2Consent of Arthur Andersen LLP.
--------
(1) Previously filed as an exhibit to Amendment No. 1 to the Company's
Registration Statement on Form S-1 (SEC File No. 333-30573) filed with the
Commission on August 15, 1997.
(2) Previously filed as an exhibit to Amendment No. 2 to the Company's
Registration Statement on Form S-1 (SEC File No. 333-30573) filed with the
Commission on August 29, 1997.
(3) Previously filed as an exhibit to Amendment No. 3 to the Company's
Registration Statement on Form S-1 (SEC File No. 333-30573) filed with the
Commission on September 18, 1997.
(4) Previously filed as an exhibit to the Company's Registration Statement on
Form 10-K (SEC File No. 000-23093) for the year ended December 31, 1997,
filed with the Commission on March 31, 1998.
(5) Previously filed as an exhibit to the Company's current report on Form 10-
k filed on March 26, 1999.
(6) Previously filed as an exhibit to the Company's current report on Form 8-k
filed on July 13, 1999.
(7) Previously filed as an exhibit to the Company's current report on Form 10-
k filed on March 30, 2000.
(8) Previously filed as an exhibit to the Company's current report on Form 8-k
filed on June 1, 2000.
(9) Previously filed as an exhibit to the Company's current report on Form 8-k
filed on July 13, 2000.
(10) Confidential treatment requested as to this Exhibit.
A COPY OF ANY EXHIBIT TO THIS ANNUAL REPORT MAY BE OBTAINED UPON PAYMENT OF
A REASONABLE FEE FOR COPYING BY WRITTEN REQUEST TO ATTENTION: ALLISON WEY,
BORON, LEPORE & ASSOCIATES, INC., 1800 VALLEY ROAD, WAYNE NEW JERSEY,07470.
(b) Reports on Form 8-K. The Registrant did not file any reports on Form 8-K
during the last quarter of the period covered by this Annual Report.
40
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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, in Wayne, New
Jersey, on March 29, 2001.
Boron, Lepore & Associates, Inc.
/s/ Patrick G. LePore
By: _________________________________
Patrick G. LePore
Chairman, Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
/s/ Patrick G. LePore Chairman of the Board, March 30, 2001
______________________________________ Chief Executive Officer,
Patrick G. LePore Director (Principal
Executive Officer)
/s/ Steven M. Freeman Chief Operating Officer, March 30, 2001
______________________________________ President and Director
Steven M. Freeman (Principal Executive
Officer)
/s/ Antony J. Cherichella Chief Financial Officer, March 30, 2001
______________________________________ Secretary and Treasurer,
Anthony J. Cherichella (Principal Financial and
Accounting Officer)
/s/ Roger Boissonneault Director March 30, 2001
______________________________________
Roger Boissonneault
/s/ Ronald Nordmann Director March 30, 2001
______________________________________
Ronald Nordmann
/s/ Melvin Sharoky Director March 30, 2001
______________________________________
Melvin Sharoky
/s/ Joseph E. Smith Director March 30, 2001
______________________________________
Joseph E. Smith
/s/ John T. Spitznagel Director March 30, 2001
______________________________________
John T. Spitznagel
/s/ John A. Staley, IV Director March 30, 2001
______________________________________
John A. Staley, IV
41
SCHEDULE II
BORON, LEPORE & ASSOCIATES, INC.
VALUATION AND QUALIFYING ACCOUNTS
Charged
to
Balance at Costs Charged
Beginning and To Balance at
of Year Expenses Revenue Deductions End of Year
---------- -------- -------- ---------- -----------
Year ended December 31,
1998:
Allowance for doubtful
accounts.............. $ 400,000 $135,000 $ 0 $ 0 $ 535,000
Year ended December 31,
1999:
Allowance for doubtful
accounts and Credit
memo reserve.......... $ 535,000 $949,000 $300,000 $452,000(a) $1,332,000
Year ended December 31,
2000:
Allowance for doubtful
accounts and Credit
memo reserve.......... $1,332,000 $254,000 $400,000 $700,000(a) $1,286,000
--------
(a) Charges to the reserve account for uncollectible amounts written off and
credits issued during the year.
42