SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of Earliest Event Reported): August 7, 2008
INVENTIV HEALTH, INC.
(Exact Name of Registrant as Specified in its Charter)
DELAWARE
(State or Other Jurisdiction of Incorporation)
0-30318 &# 160; 52-2181734
(Commission File Number) (I.R.S. Employer Identification No.)
VANTAGE COURT NORTH
200 COTTONTAIL LANE
SOMERSET, NEW JERSEY 08873
(Address of Principal Executive offices) (Zip Code)
(800) 416-0555
(Registrant's Telephone Number, Including Area Code
N/A
(Former Name or Former Address, if changed Since Last Report)
INVENTIV HEALTH, INC.
CURRENT REPORT ON FORM 8-K
Item 2.02. Results of Operations and Financial Condition.
On August 7, 2008, inVentiv Health, Inc. (the "Company"), issued a press release announcing its financial results for the three months ended June 30, 2008. A copy of the Company’s press release is furnished herewith as Exhibit 99.1 hereto and is incorporated herein by reference.
The press release includes non-GAAP financial information concerning "adjusted" operating income, income from continuing operations and diluted earnings per share relating to the following two factors:
| · | Derivative Interest: In October 2005, the Company engaged in an interest rate hedge of its $175 million term loan facility, which the Company did not designate for hedge accounting until July 2006. In July 2006, the Company employed a hypothetical derivative model to assess ineffectiveness. For the three-months ended June 30, 2008 and 2007, the Company recorded $0.3 million of interest expense (approximately $0.2 million, net of taxes), respectively, relating to the ineffectiveness of the hedge for each quarter. Net interest expense was adjusted to exclude these adjustments in their respective periods. |
| · | Certain Receivable Reserves: During the second quarter of 2007, the Company recorded additional reserves for receivables and other related expense of $8.2 million ($4.8 million net of taxes) mainly relating to a collections issue due to the bankruptcy of one of its Commercial clients. Historical write-offs have been minimal and the Company does not believe there is a significant risk that the circumstances giving rise to these additional reserves will recur in future periods. |
The press release also includes non-GAAP financial information concerning "adjusted" earnings per share guidance relating to the factors captioned "Derivative Interest", and "Certain Receivable Reserves" above. This information constitutes “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.
The press release also discloses non-GAAP financial measures related to the pro-forma organic net revenue growth rate for the twelve months ended June 30, 2008. This growth rate is calculated as if all companies acquired by the Company as of June 30, 2008 were owned by it as of July 1, 2007.
Finally, the press release contains the non-GAAP financial measure Adjusted EBITDA, which is defined as adjusted operating income before depreciation and amortization.
These non-GAAP measures are not in accordance with, or an alternative for, generally accepted accounting principles and may be different from non-GAAP measures used by other companies. In addition, these non-GAAP measures are not based on any comprehensive set of accounting rules or principles. Non-GAAP measures have limitations in that they do not reflect all of the amounts associated with the Company's results of operations as determined in accordance with GAAP and these measures should only be used to evaluate the Company's results of operations in conjunction with the corresponding GAAP measures. Management believes that the non-GAAP financial measures included in the exhibit, when shown in conjunction with the corresponding GAAP measures, is useful to investors for the reasons discussed above. Management uses these non-GAAP financial measures in assessing the performance of the Company’s operations on a consistent basis from period to period.
Item 7.01. Regulation FD Disclosure.
Representatives of the Company make certain disclosures on the Company's quarterly earnings call and in other forums, which may include investor conferences and presentations to analysts. Such disclosures may include the information contained in Exhibit 99.2 attached to this Current Report on Form 8-K. The Company is furnishing the information contained in Exhibit 99.2 pursuant to Regulation FD.
The information contained in Exhibit 99.2 is summary information that is intended to be considered in the context of the Company's Securities and Exchange Commission (“SEC”) filings and other public announcements that the Company may make, by press release or otherwise, from time to time. The Company undertakes no duty or obligation to publicly update or revise the information contained in Exhibit 99.2, although it may do so from time to time as its management believes is warranted. Any such updating may be made through the filing of other reports or documents with the SEC, through press releases or through other public disclosure. By furnishing the information in this Item 7.01 and in Exhibit 99.2, the Company makes no admission as to the materiality of any information contained herein or therein.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit 99.1 Press Release dated August 7, 2008.
Exhibit 99.2 Investor Deck dated August 7, 2008.
The information in this Current Report on Form 8-K, including the exhibits hereto, shall not be deemed to be "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section. Furthermore, the information in this Current Report on Form 8-K shall not be deemed to be incorporated by reference into the filings of the Company under the Securities Act of 1933, as amended, except as set forth with respect thereto in any such filing.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
INVENTIV HEALTH, INC.
August 7, 2008
by /s/ David Bassin
Name: David Bassin
Title: Chief Financial Officer and Secretary
(principal accounting and financial officer)
EXHIBIT INDEX
| Exhibit Number | | Description of Exhibit | |
| 99.1 | | Press Release of inVentiv Health, Inc. dated August 7, 2008 | |
| 99.2 | | Investor Deck dated August 7, 2008 | |
