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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________________
Form 10-Q
_____________________
[X] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934
For the quarterly period ended June 30, 2001
or
[_] Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934
For the Transition Period From __ to __
Commission file number 0-30318
________________________
VENTIV HEALTH, INC.
(Exact name of registrant as specified in its charter)
Delaware 52-2181734
(State or other jurisdiction (IRS Employer
of incorporation or organization) Identification No.)
1114 Avenue of the Americas, 8th Floor, New York, New York 10036
(Address of principal executive office and zip code)
(212) 768-8000
(Registrant's telephone number, including area code)
________________________
Indicate by check mark whether registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes [X] No [_]
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
Common Stock, par value $0.001, 22,988,024 shares outstanding as of July 31,
2001
VENTIV HEALTH, INC.
FORM 10-Q
INDEX
Page
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PART I. FINANCIAL INFORMATION
ITEM 1. Financial Statements
Condensed Consolidated Balance Sheets as of June 30, 2001 (unaudited) and
December 31, 2000............................................................................. 1
Condensed Consolidated Statements of Operations for the three-and six-month periods ended
June 30, 2001 and 2000 (unaudited)............................................................ 2
Condensed Consolidated Statements of Cash Flows for the six-month periods ended
June 30, 2001 and 2000 (unaudited)............................................................ 3
Notes to Condensed Consolidated Financial Statements............................................ 4-6
ITEM 2. Management's Discussion and Analysis of Financial Condition and Results of Operations........... 7-13
ITEM 3. Quantitative and Qualitative Disclosures About Market Risk...................................... 13
PART II. OTHER INFORMATION
ITEM 1. Legal Proceedings............................................................................... 14
ITEM 4. Submission of Matters to a Vote of Security Holders............................................. 14
ITEM 5. Other Information............................................................................... 14
ITEM 6. Exhibits and Reports on Form 8-K................................................................ 14
SIGNATURES............................................................................................... 15
PART 1. FINANCIAL INFORMATION
ITEM 1. Financial Statements
VENTIV HEALTH, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands, except share data)
June 30, December 31,
2001 2000
-------- ------------
(unaudited)
ASSETS
Current assets:
Cash and equivalents.............................................................................. $ 20,431 $ 28,865
Accounts receivable, net of allowances for doubtful accounts of $1,940 and $2,116 at
June 30, 2001 and December 31, 2000, respectively............................................... 70,919 59,106
Unbilled services................................................................................. 31,690 17,490
Other current assets.............................................................................. 11,271 9,385
-------- --------
Total current assets......................................................................... 134,311 114,846
Property and equipment, net......................................................................... 31,980 34,743
Goodwill and related intangible assets, net......................................................... 83,136 85,088
Other intangible assets, net........................................................................ 4,435 5,206
Deferred tax asset.................................................................................. 5,792 7,836
Investments and other noncurrent assets............................................................. 2,777 3,495
-------- --------
Total assets................................................................................. $262,431 $251,214
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Current maturities of long-term debt.............................................................. $ 13,000 $ 2,020
Current portion of capital lease obligation....................................................... 5,619 5,806
Accrued payroll, accounts payable and accrued expenses............................................ 44,085 43,009
Current deferred tax liability.................................................................... 1,951 1,382
Client advances and unearned revenue.............................................................. 16,346 17,538
-------- --------
Total current liabilities.................................................................... 81,001 69,755
Long-term debt...................................................................................... 17,000 17,336
Capital lease obligations........................................................................... 12,089 14,877
Other non-current liabilities....................................................................... 50 120
-------- --------
Total liabilities............................................................................ $110,140 $102,088
-------- --------
Commitments and contingencies
Stockholders' Equity:
Preferred stock, $.001 par value, 10,000,000 shares authorized, none issued and outstanding at
June 30, 2001, and December 31, 2000.............................................................. -- --
Common stock, $.001 par value, 50,000,000 shares authorized; 22,970,823 shares and
22,769,593 shares outstanding at June 30, 2001 and December 31, 2000,
respectively........................................................................................ 23 23
Additional paid-in-capital.......................................................................... 157,851 156,410
Deferred compensation............................................................................... (1,919) (2,739)
Accumulated other comprehensive losses.............................................................. (4,194) (1,542)
Retained earnings (accumulated deficit)............................................................ 530 (3,026)
-------- --------
Total stockholders' equity................................................................... 152,291 149,126
-------- --------
Total liabilities and stockholders' equity................................................... $262,431 $251,214
======== ========
See accompanying notes to condensed consolidated financial statements.
1
VENTIV HEALTH, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share amounts)
For the Three Months For the Six Months
Ended June 30, Ended June 30,
------------------------- --------------------------
2001 2000 2001 2000
---- ---- ---- ----
(unaudited)
Revenues............................................ $103,194 $98,984 $208,043 $197,901
Operating expenses:
Costs of services................................. 86,692 80,136 175,636 161,375
Selling, general and administrative expenses...... 12,151 11,913 24,365 24,796
-------- ------- -------- --------
Earnings from operations............................ 4,351 6,935 8,042 11,730
Interest expense.................................... (969) (582) (1,964) (1,051)
Investment income................................... 95 467 303 785
Loss on investment in equity of non-affiliate....... -- -- (500) --
Gain on sale of product marketing rights............ 356 -- 356 --
-------- ------- -------- --------
Earnings before income taxes........................ 3,833 6,820 6,237 11,464
Provision for income taxes.......................... (1,648) (2,728) (2,682) (4,586)
-------- ------- -------- --------
Net earnings...................................... $ 2,185 $ 4,092 $ 3,555 $ 6,878
======== ======= ======== ========
Earnings per share (see Note 3):
Basic............................................. $ 0.10 $ 0.18 $0.16 $ 0.30
======== ======= ======== ========
Diluted........................................... $ 0.09 $ 0.18 $0.15 $ 0.30
======== ======= ======== ========
See accompanying notes to condensed consolidated financial statements.
2
VENTIV HEALTH, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
For the Six Months
Ended June 30,
----------------------
2001 2000
-------- --------
(unaudited)
Cash flows from operating activities:
Net earnings...................................................................... $ 3,555 $ 6,878
Adjustments to reconcile net earnings to net cash used in operating activities:
Depreciation..................................................................... 5,752 2,354
Amortization of goodwill and related intangible assets........................... 1,518 1,696
Amortization of other intangible assets.......................................... 658 740
Deferred taxes................................................................... 714 (279)
Loss on disposals of capital assets.............................................. 365 477
Loss on investment in equity of non-affiliate.................................... 500 --
Gain on sale of investment....................................................... (356) --
Non-cash expense for vesting of restricted stock................................. 370 545
Changes in assets and liabilities:
Accounts receivable, net......................................................... (11,416) (190)
Unbilled services................................................................ (14,200) (10,286)
Accrued payroll, accounts payable and accrued expenses........................... 1,094 264
Client advances and unearned revenue............................................. (1,192) (3,302)
Other............................................................................ 207 (3,809)
-------- --------
Net cash used in operating activities............................................. (12,431) (4,912)
-------- --------
Cash flows from investing activities:
Investment in equity of non-affiliates........................................... -- (2,000)
Purchase of license.............................................................. (160) --
Proceeds from sales of fixed assets.............................................. -- 94
Proceeds from sale of marketable securities...................................... -- 1,903
Purchases of property and equipment.............................................. (2,711) (3,969)
-------- --------
Net cash used in investing activities............................................. (2,871) (3,972)
-------- --------
Cash flows from financing activities:
Net borrowings under line of credit.............................................. 11,000 23,000
Repayment of mortgage obligations................................................ (356) (846)
Repayment of capital lease obligations........................................... (3,695) --
Purchases of treasury shares..................................................... -- (15,500)
Proceeds from the exercises of stock options..................................... 1,891 747
-------- --------
Net cash provided by financing activities......................................... 8,840 7,401
-------- --------
Effect of exchange rate changes on cash and equivalents............................ (1,972) (750)
-------- --------
Net decrease in cash and equivalents............................................... (8,434) (2,233)
Cash and equivalents, beginning of period.......................................... 28,865 37,627
-------- --------
Cash and equivalents, end of period................................................ $ 20,431 $ 35,394
======== ========
Supplemental disclosures of cash flow information:
Cash paid for interest........................................................... $ 1,511 $ 524
Cash paid for income taxes....................................................... $ 671 $ 1,769
Supplemental disclosures of non-cash activities:
Vehicles acquired under capital lease agreement.................................. $ 4,959 $ --
See accompanying notes to condensed consolidated financial statements.
3
VENTIV HEALTH, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
1. Organization, Business and Basis of Presentation:
Ventiv Health, Inc. ("Ventiv" or "the Company") is a leading global
provider of comprehensive outsourced marketing and sales solutions for the
pharmaceutical and life sciences industries. The Company offers a broad range
of integrated services, in a context of consultative partnership that identifies
strategic goals and applies targeted, tailored solutions. The portfolio of
offerings includes: consulting, analytics and forecasting; market research and
intelligence; strategic and tactical planning; educational and communications
programs over live and e-channels; product/brand management; recruitment and
training services; and sales execution. Over almost three decades, Ventiv has
provided a broad range of innovative strategic and tactical solutions to clients
across the United States and Europe, including the majority of the world's
leading pharmaceutical and life sciences companies. Current clients include:
Aventis, Bausch & Lomb, Baxter, Bayer, Bristol-Myers Squibb, Eli Lilly, Endo
Pharmaceuticals, GlaxoSmithKline, Johnson & Johnson, Merck, Novartis, Pfizer,
Pharmacia, and Reliant Pharmaceuticals.
The accompanying unaudited condensed consolidated financial statements
present the financial position, results of operations and cash flows of Ventiv
and subsidiaries (the "condensed consolidated financial statements"). These
condensed consolidated financial statements have been prepared pursuant to the
rules and regulations of the Securities and Exchange Commission governing
interim financial disclosures. As a result, certain information and footnote
disclosures normally included in financial statements prepared in accordance
with generally accepted accounting principles ("GAAP") have been omitted. The
Company believes that the disclosures made herein are adequate such that the
information presented is not misleading. These condensed consolidated financial
statements reflect all adjustments (consisting of only normal recurring
adjustments) that, in the opinion of management, are necessary to fairly present
the Company's financial position as of June 30, 2001 and December 31, 2000, the
results of operations for the three-month and six-month periods ended June 30,
2001 and 2000 and cash flows for the six-month periods ended June 30, 2001 and
2000. Operating results for the three-month and six-month periods ended June 30,
2001 are not necessarily indicative of the results that may be expected for the
year ending December 31, 2001. Certain balances as of December 31, 2000 have
been reclassified to conform to current presentation.
These condensed consolidated financial statements should be read in
conjunction with the audited consolidated financial statements and accompanying
notes included in the Company's Annual Report on Form 10-K for the year ended
December 31, 2000, filed with the Securities and Exchange Commission on April 2,
2001.
2. Capital Lease Obligations:
During 2000, the Company entered into a master lease agreement to provide a
fleet of automobiles for sales representatives of its U.S. Contract Sales
business unit. Based on the terms of the agreement, management concluded that
the leases were capital in nature based on the criteria established by Statement
of Financial Accounting Standards No. 13 -- "Accounting for Leases". The Company
capitalized leased vehicles and recorded the related lease obligations totaling
approximately $5.0 million of additions during the six-month period ended June
30, 2001. In April 2001, the Company also transferred vehicles with a net book
value of $4.2 million to a client, as part of a planned conversion of the sales
force at the end of the client engagement.
4
VENTIV HEALTH, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
3. Earnings Per Share:
The following table presents a reconciliation of the numerators and
denominators used in computing basic and diluted EPS for the three and six-month
periods ended June 30, 2001 and 2000:
Three Months Ended Six Months Ended
June 30, June 30,
-------------------- --------------------
2001 2000 2001 2000
---- ---- ---- ----
(in thousands except per share)
Basic EPS Computation
Net earnings.............................................................. $ 2,185 $ 4,092 $ 3,555 $ 6,878
Weighted average common shares issued and outstanding..................... 22,591 22,549 22,533 22,753
------- ------- ------- -------
Basic EPS................................................................. $ 0.10 $ 0.18 $ 0.16 $ 0.30
------- ------- ------- -------
Diluted EPS Computation
Net earnings.............................................................. $ 2,185 $ 4,092 $ 3,555 $ 6,878
Diluted common shares outstanding:
Weighted average common shares outstanding............................... 22,591 22,549 22,533 22,753
Employee stock options................................................... 831 407 817 359
Restricted stock awards.................................................. 190 188 187 175
------- ------- ------- -------
Total diluted common shares issued and outstanding........................ 23,612 23,144 23,537 23,287
------- ------- ------- -------
Diluted EPS............................................................... $ 0.09 $ 0.18 $ 0.15 $ 0.30
------- ------- ------- -------
4. Share Repurchase Program:
In December 1999, Ventiv's Board of Directors authorized the repurchase of $25
million of the Company's common stock. In March 2000, the Board of Directors
authorized the repurchase of an additional $12.5 million of the Company's common
stock, bringing the total authorized to $37.5 million. From inception to date,
the Company has repurchased and cancelled approximately 2.2 million shares for
approximately $21.9 million (including applicable fees and broker commissions)
under its share repurchase program. No shares were repurchased during the six-
month period ended June 30, 2001.
5. Significant Clients:
During the six -month period ended June 30, 2001, two clients, Reliant
Pharmaceuticals and Bristol-Myers Squibb, Inc. ("BMS"), accounted for
approximately 21% and 14% of the Company's total revenue, respectively. During
the six -month period ended June 30, 2000, BMS accounted for approximately 25%
of the Company's total revenue. The Company expects that these clients will
continue to provide a significant portion of the Company's revenue for the
remainder of the year.
In July 2001, BMS advised the Company of its plans regarding Monopril and
Cefzil, the two products currently being promoted by the Company under its
existing arrangement with BMS. BMS plans to promote one of its products
internally as of January 2002. In addition, BMS is planning to make a strategic
decision on the future of the other product. As a result, services currently
being provided to BMS under the current contract with BMS will cease effective
December 31, 2001.
6. Comprehensive Income:
SFAS No. 130, "Reporting Comprehensive Income," became effective in 1998.
This statement established standards for reporting comprehensive income in
financial statements. Comprehensive income reports the effect on net income of
transactions that are related to equity of the Company, but that have not been
transacted directly with the Company's shareholders. This statement only
modifies disclosures, including financial statement disclosures, and does not
result in other changes to the results or financial position of the Company.
Three Months Ended Six Months Ended
-------------------- ------------------
June 30, June 30,
-------- --------
2001 2000 2001 2000
---- ---- ---- ----
(in thousands)
Net earnings.............................................. $ 2,185 $4,092 $ 3,555 $ 6,878
Other comprehensive earnings (losses), net of tax:
Foreign currency translation adjustment................. (1,754) (440) (2,652) (1,692)
Unrealized gain on marketable securities................ -- 5 -- --
------- ------ ------- -------
Comprehensive earnings.................................... $ 431 $3,657 $ 903 $ 5,186
======= ====== ======= =======
5
VENTIV HEALTH, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
7. Loss on Equity Investment:
In the first quarter of 2001, one of the Company's e-Health partners,
HeliosHealth, Inc ("Helios"), advised its shareholders of their intent to effect
a significant restructuring of their business. On May 8, 2001, Helios filed for
protection under Chapter 7 of the U.S. Bankruptcy Code. Accordingly, the Company
wrote off its entire $0.5 million investment effective March 31, 2001.
8. Gain on Sale of Product Marketing Rights
In May 2001, the Company sold its right to market a specific product previously
held by its U.K. contract sales business unit. This transaction resulted in a
gain of approximately $0.4 million during the three-month period ending June 30,
2001.
9. New Accounting Pronouncements
In July 2001, the Financial Accounting Standards Board (FASB) issued Statement
of Financial Accounting Standards No. 141 "Business Combinations" (SFAS 141) and
Statement of Financial Accounting Standards No. 142 "Goodwill and Other
Intangible Assets" (SFAS 142). SFAS 141 requires business combinations initiated
after June 30, 2001 to be accounted for using the purchase method of accounting,
and broadens the criteria for recording intangible assets separate from
goodwill. Recorded goodwill and intangibles will be evaluated against this new
criteria and may result in certain intangibles being subsumed into goodwill, or
alternatively, amounts initially recorded as goodwill may be separately
identified and recognized apart from goodwill.
SFAS 142 requires the use of the non-amortization approach to account for
purchased goodwill and certain related intangibles. Under the non-amortization
approach, goodwill and certain related intangibles will not be amortized into
results of operations, but instead would be reviewed for impairment and written
down and charged to results of operations only in the periods in which the
recorded value of goodwill and certain related intangibles exceeds its fair
value.
The provisions of each statement, which apply to goodwill and related intangible
assets acquired prior to June 30, 2001, will be adopted by the Company on
January 1, 2002. We expect the adoption of these accounting standards to result
in certain intangibles being subsumed into goodwill and to have the impact of
reducing amortization of goodwill and related intangibles commencing January 1,
2002; however, impairment reviews may result in future periodic write-downs.
6
VENTIV HEALTH, INC.
QUARTERLY REPORT ON FORM 10-Q
FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2001
ITEM 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
Ventiv Health, Inc. ("Ventiv" or "the Company") is a leading global
provider of comprehensive outsourced marketing and sales solutions for the
pharmaceutical and life sciences industries. The Company offers a broad range of
integrated services, in a context of consultative partnership that identifies
strategic goals and applies targeted, tailored solutions. The portfolio of
offerings includes: consulting, analytics and forecasting; market research and
intelligence; strategic and tactical planning; educational and communications
programs over live and e-channels; product/brand management; recruitment and
training services; and sales execution. Over almost three decades, Ventiv has
provided a broad range of innovative strategic and tactical solutions to clients
across the United States and Europe, including the majority of the world's
leading pharmaceutical and life sciences companies.
Management's Discussion and Analysis of Financial Condition and Results of
Operations ("MD&A") and all accompanying information should be read in
conjunction with the condensed consolidated financial statements, accompanying
notes and other financial information included in this Quarterly Report on Form
10-Q and in the Company's most recent Annual Report on Form 10-K for the year
ended December 31, 2000.
Private Securities Litigation Reform Act of 1995--A Caution Concerning Forward-
Looking Statements
Any statement made in this Quarterly Report on Form 10-Q that deals with
information that is not historical, such as statements concerning our
anticipated financial results, are forward-looking statements. We wish to
caution readers not to place undo reliance on any of these forward-looking
statements, which speak only as of the date made. Forward-looking statements are
subject to the occurrence of many events outside our control and to various risk
factors that could cause results to differ materially from those expressed in
our periodic reports and registration statements filed with the Securities and
Exchange Commission, our press releases or other public communications. Such
risks include, but are not limited to: risks of general business disruption,
including such risks as they relate to our reliance on computer technology; the
potential for regulatory or other change in the pharmaceutical and life sciences
industries; risks relating to compliance with governmental regulation relating
to the handling and distribution of pharmaceutical products; our risks inherent
in our international operations; our dependence on expenditures by companies in
the pharmaceutical and life sciences industries; uncertainty related to the
continued growth of pharmaceutical outsourcing; our ability to compete
successfully with other services in the market and to operate and compete
successfully in new lines of business; our ability to maintain large client
contracts or to enter into new contracts; uncertainties related to future
incentive payments and earnings under revenue sharing arrangements; and the
availability of financing for future expansion and internal growth initiatives.
These and other factors are more fully described under the caption "Risk
Factors" set forth in our Annual Report on Form 10-K and our Current Report on
Form 8-K, filed with the Securities and Exchange Commission on April 2, 2001 and
July 17, 2001, respectively. These filings are available at www.sec.gov and at
-----------
the Company's website, www.ventiv.com.
Overview
Ventiv Health, Inc. is a leading global provider of comprehensive
outsourced marketing and sales solutions for the pharmaceutical and life
sciences industries. The Company offers a broad range of integrated services, in
a context of consultative partnership that identifies strategic goals and
applies targeted, tailored solutions. The portfolio of offerings includes:
consulting, analytics and forecasting; market research and intelligence;
strategic and tactical planning; educational and communications programs over
live and e-channels; product/brand management; and sales execution. Over almost
three decades, Ventiv Health has provided a broad range of innovative strategic
and tactical solutions to clients across the United States and Europe, including
the majority of the world's leading pharmaceutical and life sciences companies.
Ventiv Health conducts business across the United States and Europe. Current
clients include Aventis, Bausch & Lomb, Baxter, Bayer, Bristol-Myers Squibb, Eli
Lilly, Endo Pharmaceuticals, GlaxoSmithKline, Johnson & Johnson, Merck,
Novartis, Pfizer, Pharmacia and Reliant Pharmaceuticals.
Ventiv's services are designed to develop, execute and monitor strategic
marketing plans for pharmaceutical and other life sciences products and to
conduct educational and communication services for the medical community. We
plan to focus on internal growth for the foreseeable future as our primary means
of expansion, although we will consider attractive acquisition opportunities as
they arise.
Ventiv's Health Products Research ("HPR") designs and monitors product
launches and ongoing marketing and sales strategies with its proprietary
programs to maximize resource utilization and return on investment for
pharmaceutical and other life sciences companies. Ventiv Health Communications
provides educational and promotional programs to physicians and other healthcare
professionals. Ventiv Health Worldwide Sales designs and executes outsourced
sales programs for pharmaceutical and other life sciences products. Through our
Ventiv
7
Integrated Solutions division, we are offering new solutions for product
portfolio management by taking on broad responsibility for analytics, sales,
marketing and product management, while allowing clients to retain control of
their assets.
We expect that the complementary services that Ventiv is able to offer to
its customers will increase our opportunities and strengthen our client
relationships. We strive to integrate our service capabilities to provide a
coordinated spectrum of healthcare marketing, and sales, recruiting and training
services. Most of Ventiv's largest clients utilize the services of more than one
of our business units.
Recent Business Developments
On August 10, 2001, Ventiv Integrated Solutions (VIS), a division of the
Company, announced a six-year agreement with Cellegy Pharmaceuticals, Inc.
(Cellegy) to commercialize Cellegy's lead product, Anogesic(R) (nitroglycerin
ointment), in the United States.
Under the terms of the agreement, VIS will deliver integrated marketing and
sales solutions, including marketing strategy development and product management
support, pre-launch medical education, analytical support, and non-personal
promotion. In addition, VIS will recruit and train, and the companies will
jointly manage, a dedicated sales force of approximately 75 reps to launch and
support Anogesic. Initial targeted physician specialists will include colorectal
and general surgeons, gastroenterologists, obstetricians/gynecologists and
selected other specialties. VIS will provide Cellegy with up to $10 million for
the commercialization of Anogesic under a funding arrangement covering the first
18 to 24 months of the agreement. VIS will receive a substantial share of
product revenues during the early part of the six-year agreement, and a
multi-year royalty stream after the promotion period. The Company does not
expect this agreement to have a material impact on financial position or results
of operations during the remainder of the year ending December 31, 2001.
Results of Operations
The following sets forth, for the periods indicated, certain components of
Ventiv's statement of operations, including such data stated as a percentage of
revenues.
Three Months Ended June 30,
----------------------------------------
2001 2000
-------------------- -------------------
(Unaudited)
Revenues $ 103,194 100.0 % $ 98,984 100.0 %
Operating expenses:
Cost of services 86,692 84.0 % 80,136 81.0 %
Selling, general and administrative expenses 12,151 11.8 % 11,913 12.0 %
--------- ------- -------- -----
Earnings from operations 4,351 4.2 % 6,935 7.0 %
Interest expense (969) (0.9)% (582) (0.6)%
Investment income 95 0.1 % 467 0.5 %
Loss on investment in equity of non-affiliate - 0.0 % - 0.0 %
Gain on sale of product marketing rights 356 0.3 % - 0.0 %
--------- ------- -------- -----
Earnings before income taxes 3,833 3.7 % 6,820 6.9 %
Provision for income taxes (1,648) (1.6)% (2,728) (2.8)%
--------- ------- -------- -----
Net earnings $ 2,185 2.1 % $ 4,092 4.1 %
========= ======= ======== =====
Six Months Ended June 30,
----------------------------------------
2001 2000
------------------ --------------------
(Unaudited)
Revenues $ 208,043 100.0 % $197,901 100.0 %
Operating expenses:
Cost of services 175,636 84.4 % 161,375 81.5 %
Selling, general and administrative expenses 24,365 11.7 % 24,796 12.5 %
--------- ------- -------- -----
Earnings from operations 8,042 3.9 % 11,730 5.9 %
Interest expense (1,964) (0.9)% (1,051) (0.5)%
Investment income 303 0.1 % 785 0.4 %
Loss on investment in equity of non-affiliate (500) (0.2)% - 0.0 %
Gain on sale of product marketing rights 356 0.2 % - 0.0 %
--------- ------- -------- -----
Earnings before income taxes 6,237 3.0 % 11,464 5.8 %
Provision for income taxes (2,682) (1.3)% (4,586) (2.3)%
--------- ------- -------- -----
Net earnings $ 3,555 1.7 % $ 6,878 3.5 %
========= ======= ======== =====
8
Three Months Ended June 30, 2001 Compared to Three Months Ended June 30, 2000
Revenues: Revenues increased by approximately $4.2 million, or 4.3%, to $103.2
million in the three-month period ended June 30, 2001, from $99.0 million in the
three-month period ended June 30, 2000.
Revenues in the U.S. Contract Sales business ("U.S. Sales") were $64.2
million, an increase of 15.0% over last year's total, and accounted for 62.2% of
Ventiv's total revenues for the three months ended June 30, 2001. This revenue
growth was driven primarily by new and expanded contracts with Bayer Corporation
("Bayer") and Reliant Pharmaceuticals ("Reliant"), respectively. These increases
were partially offset as a result of the successful completion of the Novo
Nordisk engagement in the first quarter of 2001 and the effect of the resizing
of the Bristol-Myers Squibb ("BMS") sales force (see below). U.S. Sales'
revenues and operating income included incentive fees of approximately $0.4
million for the three months ended June 30, 2000. No incentive fees were
recorded during the three months ended June 30, 2001.
In August 1999, U.S. Sales group entered into its current, multi-year
contract with BMS. In January 2001, this contract transitioned from a fixed plus
incentive fee arrangement to a revenue sharing arrangement, under which the
payments made to U.S. Sales are determined as a percentage of the revenue stream
from the products supported. During the first quarter of 2001, BMS reduced the
size of the sales force from 725 sales representatives to 450, and retargeted
the detailing efforts to primary care physicians. In addition, U.S. Sales
discontinued detailing BuSpar at the end of the first quarter of 2001, following
a court decision effecting BMS's patent for this product. In late June 2001, BMS
notified U.S. Sales of its intent to cease sales force promotion services under
this contract effective December 31, 2001.
The Company's European Sales business generated revenues of $23.3 million, a
decrease of 0.1% from the second quarter of 2000. Revenues generated by the
European businesses represented 22.6% of total revenues for the quarter ended
June 30, 2001. The slight decline in revenue was due to a combination of factors
including the continued shift away from syndicated sales forces in the U.K. and
the effect of foreign exchange fluctuations. These decreases were largely offset
by the effect of new business, particularly in Germany.
Ventiv Health Communications' revenues represented 8.8% of second quarter
revenues. Revenues for the group were approximately $9.1 million for the three
months ended June 30, 2001, which represents a decrease of $5.0 million from the
$14.1 million recorded in the second quarter of 2000. The decrease in revenues
compared to 2000 was primarily the result of the completion of certain projects
for GlaxoSmithKline and Janssen. Business with these two clients significantly
declined in 2001. The effect of lost volume from these client relationships was
partially offset in 2001 with new business from Aventis, Pharmacia and Bayer.
Based on recent successes in new business development and with a recent change
in executive management for this business unit, we believe that revenues from
Ventiv Health Communications will increase in the second half of fiscal 2001.
Health Products Research revenues of $6.5 million represented 6.3% of total
second quarter revenues in 2001, an increase of $0.9 million or 16.1% from the
$5.6 million recorded in the second quarter of 2000. This revenue growth
primarily resulted from new contracts and expansions of existing business
relationships, including Bayer, Ortho McNeil, Janssen and Novo Nordisk.
Costs of Services: Costs of services increased by approximately $6.6 million,
or 8.2%, to $86.7 million this fiscal quarter from $80.1 million in the three-
month period ending June 30, 2000, primarily due to the increase in revenues for
the period. Cost of services increased as a percentage of revenues to 84.0% from
81.0% in the three-month periods ending June 30, 2001 and 2000, respectively.
The increase in costs of services as a percentage of revenues was primarily due
to the incremental revenue and operating income recognized in 2000 relating to
contract start-up activities on the BMS arrangement. Start-up costs and expenses
of approximately $2.0 and $7.6 were recognized in the third and fourth quarters
of 1999, respectively, with no corresponding revenue.
Selling, General and Administrative Expenses: Selling, general and
administrative expenses increased by approximately $0.3 million, or 2.0%, to
$12.2 million from $11.9 million in the three-month periods ending June 30, 2001
and 2000, respectively. Selling, general and administrative expenses as a
percentage of revenues decreased to 11.8% from 12.0%. The decline as a
percentage of revenues is primarily the result of the effect of measures taken
during the latter half of 2000 to restructure the European and Ventiv Health
Communications business units. Savings were also realized at the corporate level
following the completion of the transition of the accounting and finance
functions from Snyder Communications, Inc., eliminating the assistance fees
charged previously for such
9
services.
Interest Expense: Ventiv recorded $1.0 million and $0.6 million of interest
expense in the three months ended June 30, 2001 and 2000, respectively. The
Company incurred $0.2 million in the three months ended June 30, 2001 of
interest expense related to its obligations under the capital lease arrangement
for the U.S. Sales automobile fleet. There was no similar amount recorded in the
three months ended June 30, 2000. The remaining increase in interest is
primarily the result of higher average debt levels (see MD&A --Liquidity and
Capital Resources).
Investment Income: Ventiv recorded approximately $0.1 million and $0.5 million
of investment income in the three months ended June 30, 2001 and 2000,
respectively. Variations in investment income resulted from differences in
average amounts of cash and equivalents available for investment and the
prevailing short-term interest rates during these periods.
Gain on sale of product marketing rights: In May 2001, Ventiv's U.K. Contract
Sales unit completed a sale of certain product marketing rights. The Company
recognized a net gain of approximately $0.4 million from this transaction.
Earnings generated from the use of these rights in prior periods were not
material to the Company's consolidated results of operations, and this sale is
not expected to materially effect future operating results.
Provision for Income Taxes: Ventiv recorded provisions for income taxes using
estimated effective tax rates of 43% and 40% for the three-month periods ended
June 30, 2001 and 2000, respectively. The increase in the effective tax rate was
primarily due to the effect of a one-time benefit derived in 2000 from the use
of certain tax loss carryforwards from prior tax years. Our current effective
tax rate is based on current projections for earnings in each tax jurisdiction
in which the Company does business and is subject to taxation. Our effective tax
rate could fluctuate somewhat during the year, if the mix of earnings changes
significantly between operating entities and tax jurisdictions.
Net Earnings and Earnings Per Share ("EPS"): Ventiv's net earnings decreased
by approximately $1.9 million to $2.2 million, from $4.1 million, in the three
months ended June 30, 2001 and 2000, respectively. Lower average margins from
the BMS contract (within the U.S. Sales group) due to the timing of revenue
recognition contributed to the decrease in net earnings, as more fully explained
above.
Six Months Ended June 30, 2001 Compared to Six Months Ended June 30, 2000
Revenues: Revenues increased by approximately $10.1 million, or 5.1%, to
$208.0 million in the six-month period ended June 30, 2001, from $197.9 million
in the six-month period ended June 30, 2000.
Revenues from the U.S. Sales business were $131.2 million, an increase of
19.8% over last year's total, and accounted for 63.0% of Ventiv's total revenues
for the six months ended June 30, 2001. This revenue growth was driven primarily
by new and expanded contracts with Bayer Corporation ("Bayer"), Reliant
Pharmaceuticals ("Reliant"), Boehringer Ingelheim and Endo Pharmaceuticals.
These increases were partially offset as a result of the successful completion
of the Novo Nordisk engagement in the first quarter of 2001 and the effect of
the resizing of the Bristol-Myers Squibb ("BMS") sales force (see above). U.S.
Sales' revenues and operating income included incentive fees of approximately
$2.1 million and $2.6 million for the six months ended June 30, 2001 and 2000,
respectively.
The Company's European Sales business generated revenues of $49.4 million, an
increase of 4.3% from 2000. Revenues generated by the European businesses
represented 23.8% of total revenues for the six-month period ended June 30,
2001. The increase in revenues was a result of new contracts in Germany and
increased business from existing clients, partially offset by the effect of
foreign exchange rate fluctuations.
Ventiv Health Communications' revenues represented 7.1% of total revenues.
Revenues for the group were approximately $14.7 million for the six months ended
June 30, 2001, a decrease of $14.3 million from the $29.0 million recorded in
2000. The decrease in revenues compared to 2000 was primarily the result of the
completion of certain projects for GlaxoSmithKline and Janssen. VHC generated
significant revenues from these client relationships in 2000. The effect of lost
volume from these client relationships was partially offset in 2001 with new
business from Aventis, Pharmacia and Bayer.
Health Products Research revenues represented 6.2% of total revenues.
Revenues for this business unit were approximately $12.8 million for the six
months ended June 30, 2001, which represents an increase of $0.8 million
10
from the $12.0 million recorded in 2000. The increase in revenues was a result
of business with several new and existing clients.
Costs of Services: Costs of services increased by approximately $14.3 million,
or 8.8%, to $175.6 million for the six-month period ended June 30, 2001 from
$161.4 million in the six-month period ending June 30, 2000, primarily due to
the increase in revenues for the period. Cost of services increased as a
percentage of revenue to 84.4% from 81.5% in the six-month periods ending June
30, 2001 and 2000, respectively. The increase in costs of services as a
percentage of revenues was primarily due to the incremental revenue and
operating income recognized in 2000 relating to contract start-up activities on
the BMS arrangement.
Selling General and Administrative Expenses: Selling general and
administrative expenses decreased by approximately $0.4 million, or 1.7%, to
$24.4 million from $24.8 million in the six-month periods ended June 30, 2001
and 2000, respectively. Selling, general, and administrative expenses as a
percentage of revenues decreased to 11.7% from 12.5%. The decline as a
percentage of revenues is primarily the result of the effect of measures taken
during the latter half of 2000 to restructure the European and Ventiv Health
Communications business units. Savings were also realized at the corporate level
following the completion of the transition of the accounting and finance
functions from Snyder Communications, Inc., eliminating the assistance fees
charged previously for such services.
Interest Expense: Ventiv recorded $2.0 million and $1.1 million of interest
expense in the six months ended June 30, 2001 and 2000, respectively. The
Company incurred $0.7 million in 2001 of interest expense related to obligations
under its capital lease arrangement for the U.S. Sales' automobile fleet. There
was no similar amount recorded in the six months ended June 30, 2000. The
increase in interest is primarily the result of higher average debt levels (see
MD&A -- Liquidity and Capital Resources).
Investment Income: Ventiv recorded approximately $0.3 million and $0.8 million
of investment income in the six months ended June 30, 2001 and 2000,
respectively. Variations in investment income resulted from differences in
average amounts of cash and equivalents available for investment and the
prevailing short-term interest rates during these periods.
Loss on investment in equity of non-affiliate: In the first quarter of 2001,
one of our e-Health partners, HeliosHealth, Inc. ("Helios"), advised us of their
intent to effect a significant restructuring of their business. On May 8, 2001,
Helios filed for protection under Chapter 7 of the U.S. Bankruptcy Code.
Accordingly, the Company wrote off its entire $0.5 million investment as of
March 31, 2001.
Gain on sale of product marketing rights: In May 2001, Ventiv's U.K. Contract
Sales unit completed a sale of certain product marketing rights. The Company
recognized a net gain of approximately $0.4 million from this transaction.
Earnings generated from the use of these rights in prior periods were not
material to the Company's consolidated results of operations, and this sale is
not expected to materially effect future operating results.
Provision for Income Taxes: Ventiv recorded provisions for income taxes using
estimated effective tax rates of 43% and 40% for the six-month periods ended
June 30, 2001, and 2000, respectively. The increase in the effective tax rate
was primarily due to the effect of a one-time benefit derived in 2000 from the
use of certain tax loss carryforwards from prior tax years. Our current
effective tax rate is based on current projections for earnings in each tax
jurisdiction in which the Company does business and is subject to taxation. Our
effective tax rate could fluctuate somewhat during the year, if the mix of
earnings changes significantly between operating entities and tax jurisdictions.
Net Earnings and Earnings Per Share ("EPS"): Ventiv's net earnings decreased
by approximately $3.3 million to $3.6 million, from $6.9 million, in the six
months ended June 30, 2001 and 2000, respectively. Lower average margins from
the BMS contract (within the U.S. Sales group) due to the timing of revenues
recognition contributed to the decrease in net earnings, as more fully explained
above.
Liquidity and Capital Resources
At June 30, 2001, Ventiv had $20.4 million in cash and equivalents, a decrease
of $8.4 million from December 31, 2000. For the six-month periods ending June
30, 2001 compared to June 30, 2000, cash used in operations increased by $7.5
million and cash used in investing activities decreased by $1.1 million. In
addition, cash provided by financing activities increased by $1.4 million to
$8.8 million.
11
Cash used in operations was $12.4 million in the six-month period ended June
30, 2001, as compared to $4.9 million in 2000. This increase was primarily due
to increased accounts receivable and unbilled services, resulting from business
growth and the timing of certain billings and payments for services rendered
during 2001. The increase in cash used in operations, primarily attributable to
the factors mentioned above, was partially offset by a net increase of $1.2
million in client advances and unearned revenue, versus a net increase of $3.3
million in these balances in the six-month period ended June 30, 2000.
Cash used in investing activities was $2.9 million and $4.0 million through
June 30, 2001 and 2000, respectively. Cash used in investing activities in 2001
relate primarily to capital expenditures. In 2000, in addition to capital
expenditures of $4.0 million, the Company made a $2.0 million minority equity
investment in RxCentric, Inc., one of its eHealth partners.
Cash provided by financing activities was $8.8 million and $7.4 million for
the six months ended June 30, 2001 and 2000, respectively. During the six months
ended June 30, 2000, the Company increased its borrowings on its line of credit
by $22.2 million, while repurchasing $15.5 million of its stock. In 2001, the
Company increased its borrowings by $11.0 million, primarily to support
operations. No shares were repurchased in the six-month period ended June 30,
2001. Additionally, during the six months ended June 30, 2001, the Company made
payments related to its capital lease obligation of $3.7 million.
On December 1, 1999, Ventiv entered into a $50 million unsecured revolving
credit facility, which expires on December 1, 2003. Borrowings under this
facility may be used for general corporate purposes, acquisitions and other
investments and the repurchase of up to $37.5 million of Ventiv common stock.
Interest on amounts borrowed under the credit facility is based on the London
Interbank Offered Rate (``LIBOR'') or the lending bank's base rate of interest,
at the Company's option. Availability under this credit facility is subject to
our compliance with various financial ratios, operating covenants and other
customary conditions. At June 30, 2001, the Company was in compliance with these
financial covenants.
We believe our cash and equivalents, together with cash provided by
operations, will be sufficient to fund our current operations and planned
capital expenditures over the next 12 months and for the foreseeable future. We
plan to focus on internal growth in the near term as the primary means of our
expansion, although we will consider attractive acquisition opportunities as
they arise. Cash provided from operations may not be sufficient to fund all
internal growth initiatives that we may wish to pursue. If we pursue significant
internal growth initiatives or if we acquire additional businesses in
transactions that include any cash payment as part of the purchase price, both
in the short-term and the long-term, we will first use excess cash available
from operations and then pursue additional debt or equity financing as sources
of cash necessary to complete any acquisitions. In addition to borrowing under
our line of credit, we could pursue additional debt or equity transactions to
finance acquisitions, depending on market conditions. We cannot assure you that
we will be successful in raising the capital required to complete all internal
growth initiatives and/or acquisition opportunities that we may wish to pursue
in the future.
We are subject to the impact of foreign currency fluctuations, specifically
that of the British Pound, German Mark and French Franc. To date, changes in the
exchange rates of the British pound, German mark and French franc have not had a
material impact on our liquidity or results of operations. We continually
evaluate our exposure to exchange rate risk but do not currently hedge such
risk. We do not expect the introduction of the Euro to have a material impact on
our operations or cash flows in the near term. We will continue to evaluate the
impact of the introduction of the Euro as we continue to expand our services in
Europe.
New Accounting Pronouncements
In July 2001, the Financial Accounting Standards Board (FASB) issued Statement
of Financial Accounting Standards No. 141 "Business Combinations" (SFAS 141) and
Statement of Financial Accounting Standards No. 142 "Goodwill and Other
Intangible Assets" (SFAS 142). SFAS 141 requires business combinations initiated
after June 30, 2001 to be accounted for using the purchase method of accounting,
and broadens the criteria for recording intangible assets separate from
goodwill. Recorded goodwill and intangibles will be evaluated against this new
criteria and may result in certain intangibles being subsumed into goodwill, or
alternatively, amounts initially recorded as goodwill may be separately
identified and recognized apart from goodwill.
SFAS 142 requires the use of the non-amortization approach to account for
purchased goodwill and certain related intangibles. Under the non-amortization
approach, goodwill and certain related intangibles will not be amortized into
results of operations, but instead would be reviewed for impairment and written
down and charged to results of operations only in the periods in which the
recorded value of goodwill and certain related intangibles exceeds its fair
value.
The provisions of each statement, which apply to goodwill and related intangible
assets acquired prior to June 30, 2001, will be adopted by the Company on
January 1, 2002. We expect the adoption of these accounting standards to result
in certain intangibles being subsumed into goodwill and to have the impact of
reducing amortization of goodwill and related intangibles commencing January 1,
2002; however, impairment reviews may result in future periodic write-downs.
12
ITEM 3. Quantitative and Qualitative Disclosures About Market Risk
The Company is exposed to market risk from changes in market interest rates
and foreign currency exchange rates. We are subject to interest rate risk on our
debt for changes in the LIBOR rates, and we are also subject to foreign currency
exchange rate risk with respect to our international operations. We do not
currently engage in hedging or other market risk management tools.
Long-term Debt Exposure
At June 30, 2001, the Company had $30 million outstanding under its $50
million unsecured revolving credit facility. Based upon the amount outstanding,
if the LIBOR rate were to increase by 1%, Ventiv would incur an additional $0.3
million of interest expense on an annual basis.
Foreign Currency Exchange Rate Exposure
Fluctuations in foreign currency exchange rates affect the reported amounts of
our assets, liabilities and operations. For purposes of quantifying the risk
associated with fluctuations in the foreign exchange rate, we assumed a
hypothetical 10% detrimental change in the exchange rates on our assets,
liabilities and revenue denominated in foreign currencies. A 10% fluctuation was
assumed for all exchange rates at June 30, 2001. The Company's material
exposures to foreign exchange rate fluctuations relate to the French Franc, the
British Pound, and the German Mark. Approximately 37%, 28% and 35% of the
Company's foreign-sourced revenues for the six-month period ended June 30, 2001
were generated by operating units based in France, the United Kingdom and
Germany, respectively. The table below presents the hypothetical impact of an
assumed 10% unfavorable change in all exchange rates to which we are exposed on
total assets, liabilities and revenues.
10% Decrease in
---------------
Balance at Value of Local
---------- --------------
June 30, Currencies to
-------- -------------
2001 US Dollar
---- ---------
Total Assets $262,431 $256,725
Total Liabilities 110,140 103,458
Revenues 208,043 203,099
13
PART II. OTHER INFORMATION
ITEM 1. Legal Proceedings
The Company is subject to various proceedings arising in the normal course
of business, none of which individually or in the aggregate, is expected to have
a material adverse effect on the Company's financial condition results of
operations or liquidity.
ITEM 4. Submission of Matters to a Vote of Security Holders
On June 20, 2001, Ventiv Health Inc. held its Annual Meeting of
Stockholders to vote on the following proposals:
(i) to elect eight (8) directors to the Board of Directors for a term of one
year, expiring at the 2001 Annual Meeting;
(ii) To ratify the appointment of Arthur Andersen LLP as the Company's
independent auditors for 2001.
With respect to the aforementioned matters, votes were tabulated and the
stockholders of the Company approved the proposals as follows:
For Against Withheld
___________ ------------ ----------- ---------
Proposal (i)
Daniel M. Snyder.......... 19,398,356 -- 87,441
Michele D. Snyder......... 19,398,290 -- 87,507
Eran Broshy............... 18,670,578 -- 815,219
Mortimer B. Zuckerman..... 19,479,135 -- 6,662
Fred Drasner.............. 19,478,968 -- 6,929
A. Clayton Perfall........ 19,397,934 -- 87,863
Donald Conklin............ 19,478,834 -- 6,963
John R. Harris............ 19,478,501 -- 7,296
Proposal (ii) 19,329,662 153,275 2,860
Item 5. Other Information.
Appointment of new Chief Financial Officer
In a press release issued August 9, 2001, the Company announced the appointment
of John Emery as Chief Financial Officer. Prior to joining Ventiv, served as
Chief Financial Officer of MedQuist, Inc. (Nasdaq: MEDQ) from 1997 to 2000. Mr.
Emery also held key positions with Integra LifeSciences Corporation (Nasdaq:
IART), where he served as Chief Financial Officer from 1994 to 1997 and Senior
Vice President of Operations from 1995 to 1997. Most recently, he served as
Chief Financial Officer of Lightship Telecom, LLC. At Ventiv, Mr. Emery's
responsibilities will encompass all financial and administrative functions,
including investor relations, treasury, human resources and IT. As Chief
Financial Officer, Mr. Emery will serve as the Principal Financial Officer of
the Company.
Recent Business Developments
In a press release issued August 10, 2001, Ventiv Integrated Solutions (VIS), a
division of Ventiv Health, Inc. announced a six-year agreement with Cellegy
Pharmaceuticals, Inc. (Cellegy) to commercialize Cellegy's lead product,
Anogesic(R) (nitroglycerin ointment), in the United States.
Under the terms of the agreement, VIS will deliver integrated marketing and
sales solutions, including marketing strategy development and product management
support, pre-launch medical education, analytical support, and non-personal
promotion. In addition, VIS will recruit and train, and the companies will
jointly manage, a dedicated sales force of approximately 75 reps to launch and
support Anogesic. Initial targeted physician specialists will include colorectal
and general surgeons, gastroenterologists, obstetricians/gynecologists and
selected other specialties. VIS will provide Cellegy with up to $10 million for
the commercialization of Anogesic under a funding arrangement covering the first
18 to 24 months of the agreement. VIS will receive a substantial share of
product revenues during the early part of the six-year agreement, and a
multi-year royalty stream after the promotion period.
Anogesic is under development to treat chronic anal fissures, a painful
condition with no approved drug therapy, which often requires surgery. The
product has significant additional growth potential due to Cellegy's ongoing
clinical development program for the treatment of hemorrhoids, a related
condition that afflicts over nine million people in the United States. Anogesic
may be the first new drug approved for these conditions in over 40 years.
ITEM 6. Exhibits and Reports on Form 8-K
(a)Exhibits
None
(b)Reports on Form 8-K
None
14
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
VENTIV HEALTH, INC.
Date: August 14, 2001 By: /s/ Joseph S. Durko
---------------------
Joseph S. Durko
Vice President, Finance & Controller
(Principal Accounting Officer)
15