SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Form 11-K
/X/ ANNUAL REPORT PURSUANT TO SECTION 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the year ended December 31, 2000
or
/ / TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from __________ to __________
Commission File No: 000-23093
A. Full title of the plan and the address of the plan, if different from that
of the issuer named below:
Boron, LePore and Associates, Inc 401(k) Savings Plan
B. Name of issuer of the securities held pursuant to the plan and the address
of its principal executive office:
Boron, LePore and Associates, Inc.
1800 Valley Road
Wayne, NJ 07470
REQUIRED INFORMATION:
--------------------
- Report of Independent Public Accountants
- Financial Statements
Statements of Net Assets Available for Benefits as of
December 31, 2000 and 1999
Statement of Changes in Net Assets Available for Benefits for
the year ended December 31, 2000
- Exhibit
Consent of ARTHUR ANDERSEN LLP
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this Annual Report to be signed on its behalf by the
undersigned, thereto duly authorized.
Boron, LePore and Associates, Inc. 401(k) Savings Plan
(Name of Plan)
By: /s/ Anthony J. Cherichella
--------------------------
Anthony J. Cherichella
Chief Financial Officer, Secretary and Treasury
(Principal Financial and Accounting Officer)
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To Boron, LePore & Associates, Inc.:
We have audited the accompanying statements of net assets available for benefits
of the Boron, LePore & Associates, Inc. 401(k) Savings Plan as of December 31,
2000 and 1999 and the related statement of changes in net assets available for
benefits for the year ended December 31, 2000. These financial statements and
the supplemental schedule referred to below are the responsibility of the Plan's
administrator. Our responsibility is to express an opinion on these financial
statements and supplemental 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 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 financial statements referred to above present fairly, in
all material respects, the net assets available for benefits as of December 31,
2000 and 1999, and the changes in net assets available for benefits for the year
ended December 31, 2000, in conformity with accounting principles generally
accepted in the United States.
Our audit was made for the purpose of forming an opinion on the basic financial
statements taken as a whole. The supplemental Schedule of Assets (Held at End of
Year) as of December 31, 2000 is presented for purposes of additional analysis
and is not a required part of the basic financial statements but is
supplementary information required by the Department of Labor's Rules and
Regulations for Reporting and Disclosure under the Employee Retirement Income
Security Act of 1974. The supplemental schedule has been subjected to the
auditing procedures applied in the audits of the basic financial statements and,
in our opinion, is fairly stated in all material respects, in relation to the
basic financial statements taken as a whole.
ARTHUR ANDERSEN LLP
Roseland, New Jersey
May 16, 2001
BORON, LEPORE AND ASSOCIATES, INC.
401(k) SAVINGS PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
AS OF DECEMBER 31, 2000 AND 1999
2000 1999
-------------- --------------
ASSETS:
Investments, at fair value $ 2,697,926 $ 2,652,100
-------------- --------------
Receivables-
Employer contribution 12,214 16,291
Participant contributions 41,110 58,223
Interest due from employer - 416
-------------- --------------
Total receivables 53,324 74,930
-------------- --------------
Total assets 2,751,250 2,727,030
-------------- --------------
LIABILITIES:
Excess contributions payable - 62,976
-------------- --------------
Total liabilities - 62,976
-------------- --------------
Net assets available for benefits $ 2,751,250 $ 2,664,054
============== ==============
The accompanying notes to financial statements are an integral part of these
statements.
2
BORON, LEPORE AND ASSOCIATES, INC.
401(k) SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEAR ENDED DECEMBER 31, 2000
ADDITIONS:
Additions to net assets attributed to-
Investment income-
Interest and dividend income $ 219,653
-----------
219,653
-----------
Contributions-
Participant 846,727
Employer 225,588
-----------
1,072,315
-----------
Total additions 1,291,968
-----------
DEDUCTIONS:
Deductions from net assets attributed to-
Benefits paid to participants 844,076
Net depreciation in fair value of investments 360,696
-----------
Total deductions 1,204,772
-----------
Net increase 87,196
NET ASSETS AVAILABLE FOR BENEFITS:
Beginning of year 2,664,054
-----------
End of year $ 2,751,250
-----------
The accompanying notes to financial statements are an integral part of this
statement.
3
BORON, LEPORE AND ASSOCIATES, INC.
401(k) SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
1. DESCRIPTION OF THE PLAN
-----------------------
The following description is provided for general information purposes.
Participants of the Boron, Lepore and Associates, Inc. 401(k) Savings Plan (the
"Plan") should refer to the Plan document for more detailed and complete
information.
General
-------
The Plan is a defined contribution 401(k) savings plan, which was established on
July 1, 1998 to provide retirement benefits for eligible employees of the Plan
sponsor, Boron, Lepore and Associates, Inc. (the "Company" or "Employer"). The
Plan is subject to the provisions of the Employee Retirement Income Security Act
of 1974 ("ERISA").
Eligibility
-----------
Each employee becomes eligible to participate in the Plan on the first of the
month following the completion of six months of continuous service, beginning
from the first day of employment.
Contributions
-------------
Eligible participants may elect to make tax deferred contributions to the Plan
at a rate of 0% to 10% of their compensation, as defined, up to a maximum of
$10,500 and $10,000 in 2000 and 1999, respectively. The percentage a participant
contributes may be modified once per month and may be terminated at any time.
The Company provides employer-matching contributions equal to 50% of the
participant's contribution not to exceed 4% of the participant's compensation,
as defined. The total compensation that can be considered for employer
contribution purposes is limited to $170,000 and $160,000 in 2000 and 1999,
respectively.
Participants may change their investment selections daily.
Each participant's account is credited with the participant's contributions and
allocations of (a) the Company's contribution and (b) Plan earnings.
The fair value of individual investments that represent 5% or more of the Plan's
net assets as of December 31, 2000 and 1999 are as follows-
2000 1999
---------- ---------
Federated International Equity Fund $ 205,232 $ 234,644
Federated Max-Cap Fund 346,912 386,755
Federated Stock and Bond Fund 178,201 161,296
Federated Capital Preservation Fund 1,037,712 997,048
Evergreen Fund 148,633 145,538
Janus Fund 661,314 631,316
4
BORON, LEPORE AND ASSOCIATES, INC.
401(k) SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
During 2000, the Plan's investments (including gains and losses on investments
bought and sold, as well as held during the year) depreciated in value by
$360,696 as follows-
Mutual Funds $ (389,099)
Common Stock 28,403
--------------
$ (360,696)
---------------
Vesting
-------
Participants are immediately vested in their contributions plus actual earnings
thereon.
Employer matching contributions plus actual earnings thereon, vest as follows-
Years of Service Vested Percentage
1 0%
2 50
3 75
4 100
Distributions
-------------
Except for permitted withdrawals after attaining age 59 1/2, after attaining age
65 and hardship distributions, interest in a participant's account is only
distributable when an employee is terminated. Distribution of benefits under the
Plan are made only in the form of a single, lump sum cash distribution.
Forfeitures
-----------
Forfeitures are first used to reduce administrative expenses of the Plan, then
to reduce employer matching contributions. During 2000, $75,287 was used to
reduce administrative expenses and employer matching contributions. Forfeitures
available to reduce future administrative expenses of the Plan and employer
matching contributions were $208,965 and $104,114 at December 31, 2000 and 1999,
respectively.
Plan Termination
----------------
Although it has not expressed any intention to do so, the Company has the right
under the Plan to terminate the Plan subject to the provisions of ERISA. Upon
Plan termination, participants' will be 100% vested in their total account
balance.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
------------------------------------------
Basis of Accounting
-------------------
The Plan's financial statements have been prepared on the accrual basis of
accounting.
5
BORON, LEPORE AND ASSOCIATES, INC.
401(k) SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
Valuation of Investments
------------------------
As of December 31, 2000 and 1999, the Plan's investments are stated at each
investment's market value at quoted market prices. Purchases and sales of
securities are recorded on a trade date basis.
Use of Estimates
----------------
The preparation of financial statements in conformity with accounting principles
generally accepted in the United States requires management to make estimates
and assumptions that affect the reported amount 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.
Risks and Uncertainties
-----------------------
The Plan provides for various investment options in investment securities.
Investment securities are exposed to various risks, such as interest rate,
market and credit. Due to the level of risk associated with certain investment
securities and the level of uncertainty related to changes in the value of
investment securities, it is at least reasonably possible that changes in risks
in the near term could materially affect participants' account balances and the
amounts reported in the statements of net assets available for benefits and the
statement of changes in net assets available for benefits.
Payment of Benefits
-------------------
Benefits are recorded when paid. As of December 31, 2000 and 1999 there were no
requests for benefit payments that were unfulfilled.
Administrative Expenses
-----------------------
All administrative expenses of the Plan are paid by the Company, reduced by
available forfeitures.
3. TAX STATUS
----------
The trust established under the Plan to hold the Plan's assets is qualified
pursuant to the appropriate section of the Internal Revenue Code, and,
accordingly, the trust's net investment income is exempt from income taxes. The
Plan obtained a favorable tax determination letter on October 20, 1999 from the
Internal Revenue Service and the Company believes that the Plan continues to
qualify and operate as designed. Accordingly, the Plan administrator and legal
counsel believe that the Plan was qualified and the related trust was tax exempt
as of December 31, 2000 and 1999.
4. PARTY-IN-INTEREST TRANSACTIONS
------------------------------
As of December 31, 2000 and 1999, the Plan held 7,402 and 5,900 shares of the
Company's common stock with a market value of $77,719 and $38,350, respectively.
During the year ended December 31, 2000, 5,047 shares of such common stock were
acquired at a cost of $44,067; 3,545 shares were sold with an original cost
basis of $34,968, and during the year ended December 31, 1999, 9,360 shares of
such common stock were acquired at a cost of $97,273; 4,152 shares were sold
with an original cost basis of $55,017.
6
BORON, LEPORE AND ASSOCIATES, INC.
401(k) SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
Certain plan investments are shares of mutual funds managed by Federated
Investors Trust Co. ("Federated Investors"). Federated Investors is the trustee
as defined by the Plan and, therefore, these transactions also qualify as
party-in-interest transactions.
5. EXCESS CONTRIBUTIONS PAYABLE
----------------------------
Employee contributions include excess contributions which will be refunded to
participants subsequent to year-end as the contributions were determined to be
in excess of maximum contribution levels for certain participants. A liability
for excess contributions payable in the amount of $0 and $62,976 has been
reflected in the statements of net assets available for plan benefits as of
December 31, 2000 and 1999.
7
BORON, LEPORE AND ASSOCIATES, INC. SCHEDULE I
401(k) SAVINGS PLAN
EMPLOYER IDENTIFICATION #22-2365997
SCHEDULE OF ASSETS (HELD AT END OF YEAR)
AS OF DECEMBER 31, 2000
(b) Identity of Issue,
Borrower, Lessor or Similar (c) Description of investment including maturity date, (d) Current
(a) Party rate of interest, collateral, par or maturity value Value
----- --------------------------- --------------------------------------------------------- -----------
* Federated Investors Trust Co. Federated International Equity Fund;
9,690 shares of participation $ 205,232
* Federated Investors Trust Co. Federated Max-Cap Fund;
12,964 shares of participation 346,912
* Federated Investors Trust Co. Federated Stock and Bond Fund;
9,775 shares of participation 178,201
* Federated Investors Trust Co. Federated Intermediate Income Fund;
3,247 shares of participation 31,916
* Federated Investors Trust Co. Federated Capital Preservation Fund;
103,771 shares of participation 1,037,712
Evergreen Funds Evergreen Fund; 9,935 shares of participation 148,633
Janus Funds Janus Fund; 19,865 shares of participation 661,314
* Boron, LePore and Associates, Boron, LePore and Associates, Inc. Common Stock;
Inc. 7,402 shares of participation 77,719
* Federated Investors Trust Co. Stock Liquidity; 10,287 shares of participation 10,287
-----------
Total $ 2,697,926
===========
* Represents a party-in-interest transaction to the Plan
8
EXHIBIT
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
-----------------------------------------
As independent public accountants, we hereby consent to the incorporation in
this form 11-K of our report dated May 16, 2001. It should be noted that we have
performed no audit procedures subsequent to May 16, 2001, the date of our
report. Furthermore, we have not audited any financial statements of Boron,
LePore & Associates, Inc. as of any date or for any period subsequent to
December 31, 2000.
ARTHUR ANDERSEN LLP
Roseland, New Jersey
June 26, 2001