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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Form 10-Q
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|X| Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934
For the quarterly period ended September 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
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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)
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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, 23,007,515 shares outstanding as of
October 31, 2001
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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 September 30, 2001 (unaudited) and
December 31, 2000 .................................................................... 1
Condensed Consolidated Statements of Operations for the three- and nine-month periods ended
September 30, 2001 and 2000 (unaudited) ............................................... 2
Condensed Consolidated Statements of Cash Flows for the nine-month periods ended
September 30, 2001 and 2000 (unaudited) ............................................... 3
Notes to Condensed Consolidated Financial Statements ..................................... 4-8
ITEM 2. Management's Discussion and Analysis of Financial Condition and Results of Operations .... 9-16
ITEM 3. Quantitative and Qualitative Disclosures About Market Risk ............................... 17
PART II. OTHER INFORMATION
ITEM 1. Legal Proceedings ........................................................................ 18
ITEM 5. Other Information ........................................................................ 18
ITEM 6. Exhibits and Reports on Form 8-K ......................................................... 18
SIGNATURES ........................................................................................ 19
PART 1. FINANCIAL INFORMATION
ITEM 1. Financial Statements
VENTIV HEALTH, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands, except share data)
September 30, December 31,
2001 2000
--------- ---------
(unaudited)
ASSETS
Current assets:
Cash and equivalents ............................................................................ $ 45,105 $ 28,395
Accounts receivable, net of allowances for doubtful accounts of $1,530 and $1,682 at
September 30, 2001 and December 31, 2000, respectively ....................................... 63,673 50,631
Unbilled services ............................................................................... 28,348 15,034
Assets held for sale ............................................................................ 6,207 16,274
Other current assets ............................................................................ 7,363 8,486
--------- ---------
Total current assets ......................................................................... 150,696 118,820
Property and equipment, net ........................................................................ 33,359 31,989
Goodwill, net ...................................................................................... 31,009 83,897
Other intangible assets, net ....................................................................... 2,482 5,205
Deferred tax asset ................................................................................. 13,929 7,836
Investments and other noncurrent assets ............................................................ 2,755 3,467
--------- ---------
Total assets ................................................................................. $ 234,230 $ 251,214
========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Current maturities of long-term debt ............................................................ $ 35,000 $ 2,020
Current portion of capital lease obligation ..................................................... 8,840 5,806
Liabilities held for sale ....................................................................... 12,447 8,843
Accrued payroll, accounts payable and accrued expenses .......................................... 45,755 39,790
Current deferred tax liability .................................................................. 2,857 --
Client advances and unearned revenue ............................................................ 20,736 13,296
--------- ---------
Total current liabilities .................................................................... 125,635 69,755
Long-term debt ..................................................................................... -- 17,336
Capital lease obligations .......................................................................... 14,750 14,877
Other non-current liabilities ...................................................................... 68 120
--------- ---------
Total liabilities ............................................................................ 140,453 102,088
Commitments and contingencies
Stockholders' Equity:
Preferred stock, $.001 par value, 10,000,000 shares authorized, none issued and outstanding at
September 30, 2001, and December 31, 2000 ....................................................... -- --
Common stock, $.001 par value, 50,000,000 shares authorized; 23,007,515 shares and
22,769,593 shares outstanding at September 30, 2001 and December 31, 2000,
respectively .................................................................................... 23 23
Additional paid-in-capital ......................................................................... 158,165 156,410
Deferred compensation .............................................................................. (1,565) (2,739)
Accumulated other comprehensive losses ............................................................. (3,348) (1,542)
Accumulated deficit ................................................................................ (59,498) (3,026)
--------- ---------
Total stockholders' equity ................................................................... 93,777 149,126
--------- ---------
Total liabilities and stockholders' equity ................................................... $ 234,230 $ 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 Nine Months
Ended September 30, Ended September 30,
------------------------- -------------------------
2001 2000 2001 2000
--------- --------- --------- ---------
(unaudited)
Revenues ............................................................ $ 91,457 $ 91,011 $ 292,761 $ 267,786
Operating expenses:
Costs of services ................................................ 85,607 73,267 253,933 213,850
Selling, general and administrative expenses ..................... 12,681 9,624 35,440 31,484
Restructuring costs .............................................. 2,025 2,000 2,025 2,000
Impairment of intangible assets .................................. 51,702 -- 51,702 --
--------- --------- --------- ---------
Earnings (losses) from continuing operations ........................ (60,558) 6,120 (50,339) 20,452
Interest expense .................................................... (1,256) (1,166) (3,220) (2,216)
Investment income ................................................... 200 251 502 1,019
Loss on investment in equity of non-affiliate ....................... -- -- (500) --
Gain on sale of product marketing rights ............................ -- -- 356 --
--------- --------- --------- ---------
Earnings (losses) from continuing operations before income taxes .... (61,614) 5,205 (53,201) 19,255
Provision for (benefit from) income taxes ........................... (8,188) 2,070 (4,735) 7,579
--------- --------- --------- ---------
Net earnings (losses) from continuing operations .................... (53,426) 3,135 (48,466) 11,676
Losses from discontinued operations:
Results of operations, net of tax ............................... (4,648) (176) (6,052) (1,839)
Estimated loss on disposal of discontinued operations, net of tax (1,954) -- (1,954) --
--------- --------- --------- ---------
Net losses from discontinued operations ............................. (6,602) (176) (8,006) (1,839)
--------- --------- --------- ---------
Net earnings (losses)............................................. $ (60,028) $ 2,959 $ (56,472) $ 9,837
========= ========= ========= =========
Earnings (losses) per share (see Note 4):
Continuing operations:
Basic ........................................................... $ (2.35) $ 0.13 $ (2.15) $ 0.51
========= ========= ========= =========
Diluted ......................................................... $ (2.35) $ 0.13 $ (2.15) $ 0.50
========= ========= ========= =========
Discontinued operations:
Basic ........................................................... $ (0.29) $ -- $ (0.35) $ (0.08)
========= ========= ========= =========
Diluted ......................................................... $ (0.29) $ -- $ (0.35) $ (0.08)
========= ========= ========= =========
Net earnings (losses):
Basic ........................................................... $ (2.64) $ 0.13 $ (2.50) $ 0.43
========= ========= ========= =========
Diluted ......................................................... $ (2.64) $ 0.13 $ (2.50) $ 0.42
========= ========= ========= =========
See accompanying notes to condensed consolidated financial statements.
2
VENTIV HEALTH, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
For the Nine Months
Ended September 30,
-----------------------
2001 2000
-------- --------
(unaudited)
Cash flows from operating activities:
Net earnings (losses) ......................................................... $(56,472) $ 9,837
Adjustments to reconcile net earnings (losses) to net cash provided by
(used in) operating activities:
Net losses from discontinued operations ..................................... 6,052 1,839
Estimated loss on disposal of discontinued operations ....................... 1,954 --
Depreciation ................................................................ 9,121 5,534
Amortization of goodwill .................................................... 2,618 2,394
Amortization of other intangible assets ..................................... 568 640
Impairment of intangible assets.............................................. 51,702 --
Deferred taxes .............................................................. (4,618) (1,624)
Loss on disposals of capital assets ......................................... 644 342
Loss on investment in equity of non-affiliate ............................... 500 --
Gain on sale of investment .................................................. (356) --
Non-cash expense for vesting of restricted stock ............................ 724 818
Changes in assets and liabilities:
Accounts receivable, net .................................................... (13,042) (486)
Unbilled services ........................................................... (13,115) (4,343)
Accrued payroll, accounts payable and accrued expenses ...................... 3,580 1,351
Client advances and unearned revenue ........................................ 7,439 (14,082)
Other ....................................................................... 3,277 (2,666)
-------- --------
Net cash provided by (used in) operating activities ........................... 576 (446)
-------- --------
Cash flows from investing activities:
Investment in equity of non-affiliates ...................................... -- (2,000)
Purchase of license ......................................................... (160) --
Proceeds from disposal of license ........................................... 397 --
Proceeds from sales of fixed assets ......................................... -- 94
Proceeds from sale of marketable securities ................................. -- 1,903
Purchases of property and equipment ......................................... (4,166) (4,492)
-------- --------
Net cash used in investing activities ......................................... (3,929) (4,495)
-------- --------
Cash flows from financing activities:
Net borrowings under line of credit ......................................... 16,000 19,000
Repayment of mortgage obligations ........................................... (356) (900)
Repayment of capital lease obligations ...................................... (3,849) (1,685)
Purchases of treasury shares ................................................ -- (17,455)
Proceeds from exercises of stock options .................................... 2,205 1,252
-------- --------
Net cash provided by financing activities ..................................... 14,000 212
-------- --------
Net cash flow from discontinued operations ....................................... 7,126 (6,727)
Effect of exchange rate changes on cash and equivalents .......................... (1,063) 611
-------- --------
Net increase (decrease) in cash and equivalents .................................. 16,710 (10,845)
Cash and equivalents, beginning of period ........................................ 28,395 36,408
-------- --------
Cash and equivalents, end of period .............................................. $ 45,105 $ 25,563
======== ========
Supplemental disclosures of cash flow information:
Cash paid for interest ...................................................... $ 2,456 $ 986
Cash paid for income taxes .................................................. $ 813 $ 9,765
Supplemental disclosures of non-cash activities:
Vehicles acquired under capital lease agreement ............................. $ 11,059 $ 17,314
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; 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, AstraZeneca, Bayer,
Boehringer-Ingelheim, Bristol-Myers Squibb, Endo Pharmaceuticals, Forest
Laboratories, 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 its 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. 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 September 30,
2001 and December 31, 2000, the results of operations for the three-month and
nine-month periods ended September 30, 2001 and 2000 and cash flows for the
nine-month periods ended September 30, 2001 and 2000. Operating results for the
three-month and nine-month periods ended September 30, 2001 are not necessarily
indicative of the results that may be expected for the year ending December 31,
2001.
In September 2001, the Company's Board of Directors approved a plan to
divest certain net assets of its Stamford, Connecticut-based medical education
and communications operating unit (see Note 10). As a result of this decision,
the results of operations of this business unit are being accounted for as a
discontinued operation. Historical financial statements have been restated to
give effect to this treatment. In addition, 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. Long-term Debt:
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.
Based on the Company's financial results for the twelve months ending
September 30, 2001, Ventiv was not in compliance with certain covenants under
this facility. On November 14, 2001, Ventiv entered into a term sheet with its
lenders to enter into an amended credit facility on or before December 3, 2001
which will contain a waiver of non-compliance for these covenants through
December 21, 2001. The Company has recorded all amounts outstanding under the
credit facility as current as of September 30, 2001.
It is expected that the amended facility will be secured by Ventiv's assets
with a borrowing base predicated on eligible accounts receivable, will carry
higher interest rates than the current facility and will include modified
financial and restrictive covenants and other terms.
The Company believes that its 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 provided that Ventiv and its lenders execute an amended credit facility.
Should the Company be unable to enter into an amended credit arrangement with
its existing bank group, it will have to seek alternative financing arrangements
or sources of capital. However, there can be no assurances that such alternative
financing can be obtained. The failure to obtain an amended credit facility
containing a waiver and modified financial covenants, or to obtain alternative
credit facilities, would have a material adverse effect on the financial
condition of the Company and jeopardize its ability to continue as a going
concern.
3. 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, effective September 30, 2000
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 newly-leased vehicles and
recorded the related lease obligations totaling approximately $11.1 million
during the nine-month period ended September 30, 2001. In addition, the net book
value of capitalized fleet vehicles was reduced by approximately $4.4 million
during the period, which includes the effect of vehicles transferred to a client
with total net book value of approximately $4.2 million, as part of a planned
conversion of the sales force at the end of that client engagement. Vehicles
will from time-to-time be transferred out of the fleet based on overall client
requirements and fleet management practices.
4
VENTIV HEALTH, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
4. Earnings (Losses) Per Share:
The following table presents a reconciliation of the numerators and
denominators used in computing basic and diluted earnings (losses) per share
("EPS") for the three and nine-month periods ended September 30, 2001 and 2000:
Three Months Ended Nine Months Ended
September 30, September 30,
----------------------- -----------------------
2001 2000 2001 2000
-------- -------- -------- --------
(in thousands except per share)
Basic EPS Computation
Net earnings (losses) ................................ $(60,028) $ 2,959 $(56,472) $ 9,837
Weighted average common shares issued and outstanding 22,703 22,323 22,591 22,692
-------- -------- -------- --------
Basic EPS ............................................ $ (2.64) $ 0.13 $ (2.50) $ 0.43
-------- -------- -------- --------
Diluted EPS Computation
Net earnings (losses) ................................ $(60,028) $ 2,959 $(56,472) $ 9,837
Diluted common shares outstanding:
Weighted average common shares outstanding ........ 22,703 22,323 22,591 22,692
Employee stock options ............................ n/a 739 n/a 521
Restricted stock awards ........................... n/a 293 n/a 239
-------- -------- -------- --------
Total diluted common shares issued and outstanding ... 22,703 23,355 22,591 23,452
-------- -------- -------- --------
Diluted EPS .......................................... $ (2.64) $ 0.13 $ (2.50) $ 0.42
-------- -------- -------- --------
For the three and nine month periods ended September 30, 2001, the
computation of diluted EPS excludes the effects of 433,000 and 712,000 shares
from the assumed exercise of employee stock options, and 148,000 and 177,000
shares relating to restricted stock awards, respectively, as their effects on
EPS were antidilutive.
5. 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 nine-
month period ended September 30, 2001.
6. Significant Clients:
During the nine-month period ended September 30, 2001, two clients, Reliant
Pharmaceuticals and Bristol-Myers Squibb, Inc. ("BMS"), accounted for
approximately 22% and 13% of the Company's total revenue from continuing
operations, respectively. During the nine-month period ended September 30, 2000,
BMS accounted for approximately 27% of the Company's total revenue from
continuing operations. 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.
7. 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.
5
VENTIV HEALTH, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
Three Months Ended Nine Months Ended
September 30, September 30,
----------------------- -----------------------
2001 2000 2001 2000
-------- -------- -------- --------
(in thousands)
Net earnings (losses) ........................... $(60,028) $ 2,959 $(56,472) $ 9,837
Other comprehensive earnings (losses), net of tax
Foreign currency translation adjustment ...... 846 650 (1,806) (1,042)
-------- -------- -------- --------
Comprehensive earnings (losses) ................. $(59,182) $ 3,609 $(58,278) $ 8,795
======== ======== ======== ========
8. Restructuring Costs
During the three-month period ended September 30, 2001 the Company
completed an evaluation of the operations of certain U.S.-based business units.
As a result of this evaluation, the Company adopted a plan of restructuring and
recorded a charge of approximately $2.0 million, which included provisions for
the severance of 23 people, costs to exit the New York office lease and to
reduce the size of the Somerset, NJ administrative office.
As of September 30, 2001, the Company had an accrual of $1.8 million
related to these actions included in "Accrued payroll, accounts payable and
accrued expenses" in the accompanying condensed consolidated balance sheet. The
Company expects that these amounts will be paid out by early 2003.
During the third quarter of 2000, management completed an evaluation of
staffing levels and infrastructure of its European operations. Following this
evaluation, management adopted a restructuring plan which provided for: i)
rationalization of senior and mid-level management in France, the United Kingdom
and Austria (total of 9 employees); ii) early termination of leases in France
and Austria to reduce overall facilities costs and consolidate certain sales
operations, respectively, and; iii) the disposition of assets not associated
with Ventiv's core businesses. The Company will continue to do business in
Austria, but these activities will now be managed by the German operation. In
connection with the adoption of this plan, the Company recorded a pre-tax charge
of $2.0 million.
The Company recorded additional severance charges of approximately $0.9
million during the fourth quarter of 2000, bringing the total European
restructuring charge for 2000 to $2.9 million. Of the $2.9 million pre-tax
charge, the Company had $0.6 million and $1.5 million included in, "Accrued
payroll, accounts payable and accrued expenses" in the accompanying condensed
consolidated balance sheets at September 30, 2001 and December 31, 2000,
respectively.
These restructuring charges were recorded in accordance with Emerging
Issues Task Force Issue No. 94-3, "Liability Recognition for Costs to Exit an
Activity (including certain costs incurred in a restructuring)".
9. Impairment of Intangible Assets
During the three-month period ended September 30, 2001, the Company
completed an evaluation of the goodwill and other intangible assets of several
of its operating units. In accordance with the Company's stated accounting
policy, undiscounted cash flow projections were prepared and analysed for these
operating units in order to determine whether such undiscounted cash flows were
sufficient to support current intangible asset carrying values relating directly
to these operations. Based on recent changes in market conditions, competitive
factors and the discontinuation of one of the Company's operating units,
projected undiscounted cash flows for three of the Company's operating units
were insufficient to support the carrying amounts of related goodwill and
certain intangible assets: Promotech Research Associates, Inc. ("Promotech"),
part of the Ventiv Health Communications business; and Ventiv Health U.K. and
Ventiv Health France, part of Ventiv's European Contract Sales business. The
Company has obtained estimates of the current fair values of these operations
through independent third party appraisals. Based on these appraisals in
relation to current net book values of these operations, the Company recorded
goodwill and other intangible asset impairment charges totaling $51.7 million.
10. Discontinued Operations
Based on historical financial performance, in September 2001, the Company's
Board of Directors approved a plan to divest certain net assets of the Company's
operations in Stamford, Connecticut. The Company's Board of Directors has
approved this plan and the Company has begun to actively market the net assets
of this business unit, and expects to complete a sale within the next twelve
months. Below is a summary of the results of this operation:
Three Months Ended Nine Months Ended
September 30, September 30,
----------------------- -----------------------
2001 2000 2001 2000
-------- -------- -------- --------
Revenues .............................. $ 2,652 $ 12,345 $ 9,391 $ 33,471
Losses before income taxes ............ (4,671) (274) (6,847) (2,860)
Benefit from income taxes ............. (23) (98) (795) (1,021)
-------- -------- -------- --------
Net losses from discontinued operations $ (4,648) $ (176) $ (6,052) $ (1,839)
======== ======== ======== ========
Net losses from discontinued operations include a pre-tax charge of $1.1
million for the impairment of the value of goodwill related to this operation,
and $2.3 million pre-tax charge for estimated costs to be incurred in connection
with the subletting of a portion of its existing leased office space. In the
fourth quarter of 2000, the Company recorded a restructuring charge related to
these operations of approximately $2.6 million, the majority of which related to
the anticipated costs of subletting this office space. As a result of conditions
in the Stamford real estate market, it has taken the Company significantly
longer than anticipated to enter into a sublease agreement.
Included in "Liabilities held for sale" in the accompanying condensed
consolidated balance sheets were $3.0 million and $1.5 million related to these
actions at September 30, 2001, and December 31, 2000, respectively.
In addition, the Company has recorded an estimated loss of $2.0 million,
net of tax, related to the expected loss on disposal of the net assets of this
operation.
All assets and liabilities specifically related to this business unit have
been classified as available for sale in the accompanying condensed consolidated
balance sheets, which include working capital, fixed assets and intangible
assets. The fixed and intangible assets have been recorded at their estimated
fair market values as of September 30, 2001. The effect of such adjustments have
been reflected in the net losses from discontinued operations.
6
VENTIV HEALTH, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
11. 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.
In connection with the formation of a strategic alliance in March 2000,
the Company also made a preferred stock investment of $2.0 million in
Rxcentric.com, Inc. (Rxcentric). A privately-held New York, NY based company,
Rxcentric provides physicians with rapid access to comprehensive drug and
pharmaceutical information. In conjunction, Rxcentric also offers pharmaceutical
companies with online marketing solutions, such as product detailing and
continuing medical education, which can be targeted to physicians in its
subscriber base. As a development stage business, Rxcentric has been dependent
on third party financing to support operations. Accordingly, the Company
regularly monitors Rxcentric's progress with respect to business development and
financial performance. The Company may be required to consider the valuation of
this investment in the future should Rxcentric be unable to meet its near term
business and financial objectives, or should it be unable to secure additional
financing for future growth and operating requirements.
12. 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 nine-month period
ending September 30, 2001.
13. 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 reducing amortization of goodwill and related intangibles
commencing January 1, 2002; however, impairment reviews may result in future
periodic write-downs.
In October, 2001, the FASB issued SFAS No. 144, "Accounting for the
Impairment or Disposal of Long-Lived Assets" (SFAS 144), which addresses the
financial accounting and reporting for the impairment or disposal of long-lived
assets. SFAS 144 supersedes Statement of Financial Accounting Standards No. 121,
"Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to
Be Disposed Of" (SFAS 121) and modifies the accounting and reporting provisions
of Accounting Principles Board Opinion No. 30, "Reporting the Results of
Operations - Reporting the Effects of Disposal of a Segment of a Business, and
Extraordinary, Unusual and Infrequently Occurring Events and Transactions" (APB
30). SFAS 144 retains the requirements of SFAS 121 for evaluation and
recognition of impairment losses on long-lived assets to be held and used, but
eliminates the requirement to allocate goodwill to the assets being tested for
impairment. In addition, SFAS 144 provides additional guidance for implementing
these impairment tests, including discussion on the use of probability-weighted
cash flow estimation methods when alternative recovery methods may exist, and
the establishment of a "primary asset" approach to determine the estimation
period for groups of assets. In order to create a single accounting model, SFAS
144 also provides specific guidance on accounting for disposals of long-lived
assets. Long-lived assets to be disposed of other than by sale (e.g. through
abandonment, exchange for similar productive asset, or in a distribution to
owners in a spinoff) are to be considered held
7
VENTIV HEALTH, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
and used until disposed of, with impairment losses recognized at the disposal
date. For long-lived assets to be disposed of by sale, SFAS 144 continues to
require that assets classified as held for sale be reported at the lower of
carrying amount or fair value, less costs to sell, with no further depreciation
and amortization recorded subsequent to the decision to dispose of those assets.
SFAS 144 also provides for the presentation of discontinued operations when
net assets held for sale relate to a component of an entity, for which results
of operations and cash flows can be clearly distinguished, operationally and for
financial reporting purposes, from the rest of the entity. A component of an
entity held for sale or to be disposed of is presented as a discontinued
operation if its operations and cash flows will or have been eliminated from the
ongoing operations of the entity and the entity will not have any significant
continuing involvement in the operations of the component. Discontinued
operations are no longer measured on a net realizable basis, and estimated
future operating losses are no longer recognized before they occur.
The Company has adopted the provisions of SFAS 144 immediately and has
applied such provisions, effective January 1, 2001, for the current fiscal year.
8
VENTIV HEALTH, INC.
QUARTERLY REPORT ON FORM 10-Q
FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 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; 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; our ability
to maintain existing sources of credit or obtain alternative sources of
financing; 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;
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, AstraZeneca, Bayer, Bristol-Myers Squibb, Endo Pharmaceuticals, Forest
Laboratories, 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 programs, consisting primarily of
sponsored events and clinical symposia for the benefit of the medical community.
9
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 Worldwide Sales
designs and executes outsourced sales programs for pharmaceutical and other life
sciences products. Through our Ventiv 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.
In September 2001, the Company's Board of Directors approved a plan to
divest certain net assets of its Stamford, Connecticut-based medical education
and communications unit. As a result of this decision, the results of operations
of this operating unit are being accounted for as a discontinued operation.
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 percent
of revenues.
Three Months Ended September 30,
2001 2000
---- ----
(Unaudited)
Revenues ......................................................... $ 91,457 100.0% $ 91,011 100.0%
Operating expenses:
Costs of services ............................................. 85,607 93.6% 73,267 80.5%
Selling, general and administrative expenses .................. 12,681 13.9% 9,624 10.6%
Restructuring costs ........................................... 2,025 2.2% 2,000 2.2%
Impairment of intangible assets ............................... 51,702 56.5% -- 0.0%
-------- -------- -------- -------
Earnings (losses) from continuing operations ..................... (60,558) (66.2)% 6,120 6.7%
Interest expense ................................................. (1,256) (1.4)% (1,166) (1.3)%
Investment income ................................................ 200 0.2% 251 0.3%
-------- -------- -------- -------
Earnings (losses) from continuing operations before income taxes . (61,614) (67.4)% 5,205 5.7%
Provision for (benefit from) income taxes ........................ (8,188) (9.0)% 2,070 2.3%
-------- -------- -------- -------
Net earnings (losses) from continuing operations ................. (53,426) (58.4)% 3,135 3.4%
Results of discontinued operations:
Losses from discontinued operations, net of tax ................ (4,648) (5.1)% (176) (0.2)%
Estimated loss on diposal of discontinued operations, net of tax (1,954) (2.1)% -- 0.0%
-------- -------- -------- -------
Net losses from discontinued operations .......................... (6,602) (7.2)% (176) (0.2)%
-------- -------- -------- -------
Net earnings (losses)............................................. $(60,028) (65.6)% $ 2,959 3.3%
======== ======== ======== =======
10
Nine Months Ended September 30,
2001 2000
---- ----
(Unaudited)
Revenues ......................................................... $292,761 100.0% $267,786 100.0%
Operating expenses:
Cost of services .............................................. 253,933 86.7% 213,850 79.9%
Selling, general and administrative expenses .................. 35,440 12.1% 31,484 11.8%
Restructuring costs ........................................... 2,025 0.7% 2,000 0.7%
Impairment of intangible assets ............................... 51,702 17.7% -- 0.0%
------- ----- -------- -----
Earnings (losses) from continuing operations ..................... (50,339) (17.2)% 20,452 7.6%
Interest expense ................................................. (3,220) (1.1)% (2,216) (0.8)%
Investment income ................................................ 502 0.2% 1,019 0.4%
Loss on investment in equity of non-affiliate .................... (500) (0.2)% -- 0.0%
Gain on sale of product marketing rights ......................... 356 0.1% -- 0.0%
------- ----- -------- -----
Earnings (losses)from continuing operations before income taxes .. (53,201) (18.2)% 19,255 7.2%
Provision for (benefit from) income taxes ........................ (4,735) (1.6)% 7,579 2.8%
------- ----- -------- -----
Net earnings (losses) from continuing operations ................. (48,466) (16.6)% 11,676 4.4%
Results of discontinued operations:
Losses from discontinued operations, net of tax ................ (6,052) (2.1)% (1,839) (0.7)%
Estimated loss on diposal of discontinued operations, net of tax (1,954) (0.7)% -- 0.0%
------- ----- -------- -----
Net losses from discontinued operations .......................... (8,006) (2.7)% (1,839) (0.7)%
------- ----- -------- -----
Net earnings (losses) ............................................ $(56,472) (19.3)% $ 9,837 3.7%
======== ===== ======== =====
Three Months Ended September 30, 2001 Compared to Three Months Ended September
30, 2000
Revenues: Revenues increased by approximately $0.5 million, or 0.5%, to
$91.5 million in the three-month period ended September 30, 2001, from $91.0
million in the three-month period ended September 30, 2000.
Revenues in the U.S. Contract Sales business ("U.S. Sales") were $61.5
million, an increase of 3.1% over last year's total of $59.6 million, and
accounted for 67.2% of Ventiv's total revenues for the three months ended
September 30, 2001. The increase in revenues in 2001 was attributable to new and
expanded contracts with Bayer Corporation ("Bayer") and Reliant Pharmaceuticals
("Reliant"), among others. Revenues were adversely impacted by the effect of the
resizing of the Bristol-Myers Squibb ("BMS") sales force and lower than expected
revenues from the current revenue sharing arrangement.
In August 1999, U.S. Sales 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 ceased
detailing BuSpar(R) 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.
Revenue increases at U.S. Sales were further offset by the loss of revenue
during the second quarter of 2001 resulting from the conversion of the sales
force under the Novo Nordisk contract, and the conclusion of a contract with Eli
Lilly at the end of 2000 for which there was no comparable revenue in the third
quarter of 2001. Each of these client engagements contributed significantly to
U.S. Sales' revenues in the three-month period ended September 30, 2000. U.S.
Sales' revenues and operating income included incentive fees of approximately
$1.8 million for the three months ended September 30, 2000. No incentive fees
were recorded during the three months ended September 30, 2001.
The Company's European Sales business generated revenues of $21.2 million,
a decrease of 2.6% from the third quarter of 2000. Revenues generated by the
European businesses represented 23.2% of total revenues for the quarter ended
September 30, 2001. The slight decline in revenue was due to a combination of
factors including the loss of a dedicated sales force client and the settlement
of a customer pricing dispute in France and, to a lesser extent, the effect of
overall foreign exchange fluctuations. These decreases were largely offset by
the effect of new business, particularly in Germany, with both Bayer and
Aventis.
Ventiv Health Communications' revenues represented 3.1% of third quarter
revenues. Revenues for this business were approximately $2.8 million for the
three months ended September 30, 2001, which represents a decrease of $1.0
million from the
11
$3.8 million recorded in the third quarter of 2000. The decrease in revenues was
primarily the result of a decline in demand for telemarketing and other direct
marketing services.
Health Products Research revenues of $5.9 million represented 6.5% of total
third quarter revenues in 2001, an increase of $0.1 million or 2.9% from the
$5.8 million recorded in the third quarter of 2000. Revenues were generated
primarily from new and expanded relationships, most notably with Bayer and
Ortho-McNeil. Revenues from these expanded relationships were partially offset
by reduced business with BMS, mainly a result of the termination of the contract
with U.S. Sales.
Costs of Services: Costs of services increased by approximately $12.3
million from $73.2 million (80.5% of revenues) in the three-month period ending
September 30, 2000 to $85.6 million (93.6% of revenues) in this fiscal quarter.
The increase in costs of services as a percent of revenues was primarily due to
the completion or wind-down of selected profitable contracts in the U.S. Sales
business. These contracts include the BMS contract, which converted from a fixed
fee arrangement in 2000 to a revenue share plus incentive fee arrangement in
2001. Revenues under the current arrangement have yielded lower overall margins
than were previously recognized in 2000, as a result of lower than expected
revenue share results in 2001 and the incremental revenue and operating income
recognized in 2000 relating to contract start-up activities and related costs on
this arrangement incurred during the third and fourth quarters of 1999. The
Bayer contract that commenced in May 2001 produced minimal gross profit on a
substantial revenue base during the three-month period ending September 30,
2001. The increase in costs of services as a percent of revenue was also due to
a combination of a downward adjustment to revenue and operating income in the
Company's European Sales business for the settlement of a pricing dispute
involving one of the Company's customers, and the lack of incentive fees earned
in the third quarter of 2001.
Selling, General and Administrative Expenses: Selling, general and
administrative expenses increased by approximately $3.1 million, or 31.8%, to
$12.7 million from $9.6 million in the three-month periods ending September 30,
2001 and 2000, respectively. Selling, general and administrative expenses as a
percent of revenues increased to 13.9% from 10.6%. The increase in overall
selling, general and administrative expenses relates primarily to an expansion
of U.S. Sales' operating facilities and support staff, new product and service
development initiatives undertaken by Health Products Research to develop future
revenue streams, and expansion of business development initiatives, most notably
for VIS and higher legal and professional expenses incurred in the period.
Restructuring: During the three-month period ended September 30, 2001 the
Company completed an evaluation of the operations of certain U.S.-based business
units. As a result of this evaluation, the Company adopted a plan of
restructuring and recorded a charge of approximately $2.0 million, which
included provisions for the severance of 23 people, costs to exit the New York
office lease and to reduce the size of the Somerset, NJ administrative office.
During the third quarter of 2000, management completed an evaluation of
staffing levels and infrastructure of its European operations. Following this
evaluation, management adopted a restructuring plan which provided for: i)
rationalization of senior and mid-level management in France, the United Kingdom
and Austria (total of 9 employees); ii) early termination of leases in France
and Austria to reduce overall facilities costs and consolidate certain sales
operations, respectively, and; iii) the disposition of assets not associated
with Ventiv's core businesses. The Company will continue to do business in
Austria, but these activities will now be managed by the German operation. In
connection with the adoption of this plan, the Company recorded a pre-tax charge
of $2.0 million.
Impairment of Intangible Assets: During the three month period ended
September 30, 2001, the Company completed an evaluation of the goodwill and
other intangible assets of several of its operating units. In accordance with
the Company's stated accounting policy, undiscounted cash flow projections were
prepared and analysed for these operating units in order to determine whether
such undiscounted cash flows were sufficient to support current intangible asset
carrying values relating directly to these operations. Based on recent changes
in market conditions, competitive factors and the discontinuation of one of the
Company's operating units, projected undiscounted cash flows for three of the
Company's operating units were insufficient to support the carrying amounts of
related goodwill and certain intangible assets: Promotech Research Associates,
Inc. ("Promotech"), part of the Ventiv Health Communications business; and
Ventiv Health U.K. and Ventiv Health France, part of Ventiv's European Contract
Sales business. The Company has obtained estimates of the current fair values of
these operations through independent third party appraisals. Based on these
appraisals in relation to current net book values of these operations, the
Company recorded goodwill and other intangible asset impairment charges totaling
$51.7 million.
Interest Expense: Ventiv recorded $1.3 million and $1.2 million of interest
expense in the three months ended September 30, 2001 and 2000, respectively. The
Company incurred interest expense related to its obligations under the capital
lease arrangement for the U.S. Sales automobile fleet of $0.3 million in the
three months ended September 30, 2001. In the three months ended September 30,
2000, the Company recorded $0.7 million relating to the capital lease
arrangement, of which $0.4 million consisted of interest charges incurred in the
first half of fiscal 2000 prior to treating the arrangement as a capital lease.
The remaining increase in interest is primarily the result of higher average
debt levels, partially offset by lower average interest rates (see MD&A
- --Liquidity and Capital Resources).
Investment Income: Ventiv recorded approximately $0.2 million and $0.3
million of investment income in the three months ended September 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.
Provision for (Benefit from) Income Taxes: Ventiv recorded a net benefit
from income taxes of $8.2 million based on the results from continuing
operations for the three-month period ended September 30, 2001 and on current
projections for earnings or losses in each tax jurisdiction in which the
Company's continuing operations conduct business are
12
subject to taxation. The net benefit included a gross benefit of $5.1 million,
specifically related to the intangible asset impairment charge for the Promotech
operating unit. Amortization relating to the impaired intangible assets of the
U.K. and France operating units were non-deductible for local tax purposes. The
benefit and provision recorded in the three-month periods ended September 30,
2001 and 2000, respectively, also reflect the net effect of allocating tax
benefits previously recorded in respect of the discontinued operation. Our tax
estimates for the year could change if the expected level or mix of earnings and
losses change significantly between operating entities and tax jurisdictions.
Discontinued operations: In September 2001, the Company's Board of
Directors approved a plan to divest certain net assets of the Company's
operations in Stamford, Connecticut. The Company has begun to actively market
the net assets of this business, and expects to complete a sale within the next
twelve months. Net losses from discontinued operations of $6.6 million include
the results of operations of $4.6 million, net of tax, and an estimated loss on
disposal of the related net assets of these operations of $2.0 million, net of
tax. Results of operations include a pre-tax charge of approximately $1.1
million for the impairment of the value of goodwill related to this operation,
and $2.3 million pre-tax charge for estimated costs to be incurred in connection
with the subletting of a portion of its existing leased office space. In the
fourth quarter of 2000, the Company recorded a restructuring charge related to
these operations of approximately $2.6 million, the majority of which related to
the anticipated costs of subletting this office space. As a result of conditions
in the Stamford real estate market, it has taken the Company significantly
longer than anticipated to enter into a sublease agreement.
Net Earnings (Losses) and Earnings (Losses) Per Share ("EPS"): Ventiv's net
earnings decreased by approximately $63.0 million to net losses of $60.0
million, from earnings of $3.0 million, in the three months ended September 30,
2001 and 2000, respectively. Lower average operating margins, additional
restructuring charges, impairment of intangible assets and certain charges
relating to discontinued operations, as more fully explained above, accounted
for the overall decline in net earnings.
Nine Months Ended September 30, 2001 Compared to Nine Months Ended September 30,
2000
Revenues: Revenues increased by approximately $25.0 million, or 9.3%, to
$292.8 million in the nine-month period ended September 30, 2001, from $267.8
million in the nine-month period ended September 30, 2000.
Revenues from the U.S. Sales business were $192.7 million, an increase of
13.9% over last year's total of $169.1 million, and accounted for 65.8% of
Ventiv's total revenues for the nine months ended September 30, 2001. This
revenue growth was driven by new and expanded contracts, primarily with Bayer,
Reliant, Boehringer Ingelheim and Endo Pharmaceuticals. Revenue growth from
these client engagements was significantly offset by the effect of the resizing
of the BMS sales force and lower than expected revenues under the current
revenue sharing arrangement (see above). These increases were also offset by the
loss of revenues from other client contracts that were completed in the prior
year and early 2001, including the Novo Nordisk conversion sales force
engagement, completed during the second quarter of 2001, and an arrangement with
Eli Lilly that concluded at the end of 2000. U.S. Sales' revenues and operating
income included incentive fees of approximately $2.1 million and $4.4 million
for the nine months ended September 30, 2001 and 2000, respectively.
The Company's European Sales business generated revenues of $70.7 million
compared to $69.1 million, an increase of 2.2% from 2000. Revenues generated by
the European businesses represented 24.1% of total revenues for the nine-month
period ended September 30, 2001. The increase in revenues was a result of new
contracts and increased business from existing clients in Germany. Revenues also
increased in the U.K., with additional revenues generated from its syndicated
sales force. These increases were partly offset by the loss of a dedicated sales
force client and the settlement of a customer pricing dispute in France and, to
a lesser extent, the overall effect of foreign exchange fluctuations.
Ventiv Health Communications' revenues represented 3.7% of total revenues.
Revenues were approximately $10.7 million for the nine months ended September
30, 2001, a decrease of $1.0 million or 8.1% from the $11.7 million recorded in
2000. The decrease was primarily the result of declining demand for
telemarketing and other direct marketing services. These decreases were
partially offset by an increase in the revenues from client-sponsored
conferences and symposia, particularly in the second quarter of 2001.
Health Products Research revenues represented 6.4% of total revenues.
Revenues for this business unit were approximately $18.7 million for the nine
months ended September 30, 2001, which represents an increase of $0.8 million or
4.8% from the $17.9 million recorded in 2000. The increase in revenues was a
result of business from several new and expanded client relationships including
Bayer and Ortho-McNeil. These expanded relationships were partially offset by
reduced business with BMS related to the contract termination with the U.S.
Sales group.
Costs of Services: Costs of services increased by approximately $40.0
million, or 18.7%, to $253.9 million for the nine-month period ended September
30, 2001 from $213.9 million in the nine-month period ending September 30, 2000.
Cost of services increased as a percent of revenue to 86.7% from 79.9% in the
nine-month periods ending September 30, 2001 and
13
2000, respectively. The increase in costs of services as a percent of revenues
was primarily due to the completion or wind-down of selected profitable
contracts in the U.S. Sales business. The BMS contract has yielded lower overall
margins than were previously recognized in 2000 as a result of lower than
expected revenue share results in 2001 and the incremental revenue and operating
income recognized in 2000 relating to contract start-up activities and related
costs on this arrangement incurred during the third and fourth quarters of 1999.
The Bayer contract that commenced in May 2001 produced minimal gross profit on a
substantial revenue base to date. The increase in costs of services as a percent
of revenue was also due to a combination of a downward adjustment to revenue and
operating income in the Company's European Sales business reflecting the
settlement of a pricing dispute involving one of the Company's customers,
combined with a reduction in incentive fees earned in the nine months ended
September 30, 2001.
Selling, General and Administrative Expenses: Selling, general and
administrative expenses increased by approximately $3.9 million, or 12.6%, to
$35.4 million from $31.5 million in the nine-month periods ended September 30,
2001 and 2000, respectively. Selling, general and administrative expenses as a
percent of revenues increased to 12.1% from 11.8%. The increase in overall
selling, general and administrative expenses related primarily to an expansion
of U.S. Sales' operating facilities and support staff, new product and service
development initiatives undertaken by Health Products Research to develop future
revenue streams, and expansion of business development initiatives, most notably
for VIS and higher legal and professional expenses incurred in the period. These
increases were partially offset by the effects of the actions taken during the
latter half of 2000 to restructure the European operations.
Restructuring: In the third quarter of 2001, the Company completed an
evaluation of the operations of certain U.S.-based business units. As a result
of this evaluation, the Company adopted a plan of restructuring and recorded a
charge of approximately $2.0 million. Included in this charge were provisions
for the severance of 23 employees, as well as for costs and expenses associated
with the elimination of the New York office and the reduction of the size of the
Somerset, NJ administrative office.
During the third quarter of 2000, management completed an evaluation of
staffing levels and infrastructure of its European operations. Following this
evaluation, management adopted a restructuring plan which provided for: i)
rationalization of senior and mid-level management in France, the United Kingdom
and Austria (total of 9 employees); ii) early termination of leases in France
and Austria to reduce overall facilities costs and consolidate certain sales
operations, respectively, and; iii) the disposition of assets not associated
with Ventiv's core businesses. The Company will continue to do business in
Austria, but these activities will now be managed by the German operation. In
connection with the adoption of this plan, the Company recorded a pre-tax charge
of $2.0 million.
Impairment of Intangible Assets: During the three month period ended
September 30, 2001, the Company completed an evaluation of the goodwill and
other intangible assets of several of its operating units. In accordance with
the Company's stated accounting policy, undiscounted cash flow projections were
prepared and analysed for these operating units in order to determine whether
such undiscounted cash flows were sufficient to support current intangible asset
carrying values relating directly to these operations. Based on recent changes
in market conditions, competitive factors and the discontinuation of one of the
Company's operating units, projected undiscounted cash flows for three of the
Company's operating units were insufficient to support the carrying amounts of
related goodwill and certain intangible assets: Promotech Research Associates,
Inc. ("Promotech"), part of the Ventiv Health Communications business; and
Ventiv Health U.K. and Ventiv Health France, part of Ventiv's European Contract
Sales business. The Company has obtained estimates of the current fair values of
these operations through independent third party appraisals. Based on these
appraisals in relation to current net book values of these operations, the
Company recorded goodwill and other intangible asset impairment charges totaling
$51.7 million.
Interest Expense: Ventiv recorded $3.2 million and $2.2 million of interest
expense in the nine months ended September 30, 2001 and 2000, respectively,
which included $0.9 million and $0.7 million of interest expense related to
obligations under its capital lease arrangement for the U.S. Sales' automobile
fleet. The increase in interest is primarily the result of higher average debt
levels in support of operations (see MD&A -- Liquidity and Capital Resources),
offset in part by the effect of lower average interest rates in 2001.
Investment Income: Ventiv recorded approximately $0.5 million and $1.0
million of investment income in the nine months ended September 30, 2001 and
2000, respectively. Variations in investment income resulted from differences in
average amounts of cash and equivalents available for investment and lower
prevailing short-term interest rates in 2001.
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 (Benefit from) Income Taxes: Ventiv recorded a net benefit
from income taxes of $4.7 million based on the results from continuing
operations for the nine-month period ended September 30, 2001 and on current
projections for earnings or losses in each tax jurisdiction in which the
Company's continuing operations are subject to taxation. The net benefit
included a gross benefit of $5.1 million, specifically related to the intangible
asset impairment charge for the Promotech operating unit. Amortization relating
to the impaired intangible assets of the U.K. and France operating units were
non-deductible for local tax purposes. The benefit and provision recorded in the
nine-month periods ended September 30, 2001 and 2000, respectively, also reflect
the net effect of allocating tax benefits previously recorded in respect of the
discontinued operation. Our tax estimates for the year
14
could change if the expected level or mix of earnings and losses change
significantly between operating entities and tax jurisdictions.
Discontinued operations: In September 2001, the Company's Board of
Directors approved a plan to divest certain net assets of the Company's
operations in Stamford, Connecticut. The Company has begun to actively market
the net assets of this business, and expects to complete a sale within the next
twelve months. Net losses from discontinued operations of $8.0 million include
the results of operations of $6.0 million, net of tax, and an estimated loss on
disposal of the related net assets of these operations of $2.0 million, net of
tax. Results of operations include a pre-tax charge of approximately $1.1
million for the impairment of the value of goodwill related to this operation,
and $2.3 million pre-tax charge for estimated costs to be incurred in connection
with the subletting of a portion of its existing leased office space. In the
fourth quarter of 2000, the Company recorded a restructuring charge related to
these operations of approximately $2.6 million, the majority of which related to
the anticipated costs of subletting this office space. As a result of conditions
in the Stamford real estate market, it has taken the Company significantly
longer than anticipated to enter into a sublease agreement.
Net Earnings (Losses) and Earnings (Losses) Per Share ("EPS"): Ventiv's net
earnings decreased by approximately $66.3 million to net losses of $56.5
million, from income of $9.8 million, in the nine months ended September 30,
2001 and 2000, respectively. Lower average margins operating margins, additional
restructurings charges, impairment of intangible assets and certain charges
relating to discontinued operations, as more fully explained above, accounted
for the overall decline in net earnings.
Liquidity and Capital Resources
At September 30, 2001, Ventiv had $45.1 million in cash and equivalents, an
increase of $16.7 million from December 31, 2000. For the nine-month period
ending September 30, 2001 compared to September 30, 2000, cash provided by
continuing operations increased by $1.0 million and cash used in investing
activities decreased by $0.6 million. In addition, cash provided by financing
activities increased by $13.8 million to $14.0 million.
Cash provided by continuing operations was $0.6 million for the nine-month
period ending September 30, 2001, compared to a use of $0.4 million in 2000.
During the nine month period ended September 30, 2001, accounts receivable and
unbilled services increased significantly, driven by the timing of certain
billings and payments for services rendered under certain contracts of the U.S.
Sales business. These increases were partially offset by a net increase in
client advances and unearned revenue, which was primarily related to the timing
of certain payments to U.S. Sales under the Bayer arrangement. In the nine month
period ended September 30, 2001, client advances and unearned revenue decreased
significantly, as the remaining balance of a $30.0 million advance fixed fee
payment received from BMS in 1999 was recognized in respect of services rendered
during the period.
Cash used in investing activities for continuing operations was $3.9
million and $4.5 million for the nine months ended September 30, 2001 and 2000,
respectively primarily for capital expenditures. During 2000, the Company
invested $2.0 million in RxCentric and disposed of marketable securities
generating proceeds of $1.9 million.
Cash provided by financing activities for continuing operations related
to continuing operations was $14.0 million and $0.2 million for the nine months
ended September 30, 2001 and 2000, respectively. The primary source of cash was
borrowings under the Company's line of credit of $16.0 million in 2001 and
$19.0 million in 2000. During 2000, the Company acquired $17.5 million of
treasury stock using borrowings from the Company's line of credit. The Company
entered into a master lease agreement for a fleet of automobiles in 2000.
Payments made related to the lease obligation were $3.8 million and $1.7 million
during the nine months ended September 30, 2001 and 2000, respectively.
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.
Based on the Company's financial results for the twelve months ending
September 30, 2001, Ventiv was not in compliance with certain covenants under
this facility. On November 14, 2001, Ventiv entered into a term sheet with its
lenders to enter into an amended credit facility on or before December 3, 2001
which will contain a waiver of non-compliance for these covenants through
December 21, 2001. It is expected that the amended facility will be secured by
Ventiv's assets with a borrowing base predicated on eligible accounts
receivable, will carry higher interest rates than the current facility and will
include modified financial and restrictive covenants and other terms. Pending
the amendment of the current facility, the Company has classified all amounts
outstanding under this facility as current at September 30, 2001. Should the
Company be unable to enter into an amended credit arrangement with its existing
bank group, it will have to seek alternative financing arrangements or sources
of capital. However, there can be no assurances that such alternative financing
can be obtained. The failure to obtain an amended credit facility containing a
waiver and modified financial covenants, or to obtain alternative credit
facilities, would have a material adverse effect on the financial condition of
the Company and jeopardize its ability to continue as a going concern.
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
provided that Ventiv and its lenders execute an amended credit facility on or
prior to December 3, 2001. We plan to focus on internal growth in the near term
as the primary means of our expansion, although we will consider attractive
acquisition and divestiture
15
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, as amended, 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 September 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 September 30, 2001, will be adopted by the
Company on January 1, 2002. We expect the adoption of these accounting standards
to result reducing amortization of goodwill and related intangibles commencing
January 1, 2002; however, impairment reviews may result in future periodic
write-downs.
In October, 2001, the FASB issued SFAS No. 144, "Accounting for the
Impairment or Disposal of Long-Lived Assets" (SFAS 144), which addresses the
financial accounting and reporting for the impairment or disposal of long-lived
assets. SFAS 144 supersedes Statement of Financial Accounting Standards No. 121,
"Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to
Be Disposed Of" (SFAS 121) and modifies the accounting and reporting provisions
of Accounting Principles Board Opinion No. 30, "Reporting the Results of
Operations - Reporting the Effects of Disposal of a Segment of a Business, and
Extraordinary, Unusual and Infrequently Occurring Events and Transactions" (APB
30). SFAS 144 retains the requirements of SFAS 121 for evaluation and
recognition of impairment losses on long-lived assets to be held and used, but
eliminates the requirement to allocate goodwill to the assets being tested for
impairment. In addition, SFAS 144 provides additional guidance for implementing
these impairment tests, including discussion on the use of probability-weighted
cash flow estimation methods when alternative recovery methods may exist, and
the establishment of a "primary asset" approach to determine the estimation
period for groups of assets. In order to create a single accounting model, SFAS
144 also provides specific guidance on accounting for disposals of long-lived
assets. Long-lived assets to be disposed of other than by sale (e.g. through
abandonment, exchange for similar productive asset, or in a distribution to
owners in a spinoff) are to be considered held and used until disposed of, with
impairment losses recognized at the disposal date. For long-lived assets to be
disposed of by sale, SFAS 144 continues to require that assets classified as
held for sale be reported at the lower of carrying amount or fair value, less
costs to sell, with no further depreciation and amortization recorded subsequent
to the decision to dispose of those assets.
SFAS 144 also provides for the presentation of discontinued operations when
net assets held for sale relate to a component of an entity, for which results
of operations and cash flows can be clearly distinguished, operationally and for
financial reporting purposes, from the rest of the entity. A component of an
entity held for sale or to be disposed of is presented as a discontinued
operation if its operations and cash flows will or have been eliminated from the
ongoing operations of the entity and the entity will not have any significant
continuing involvement in the operations of the component. Discontinued
operations are no longer measured on a net realizable basis, and estimated
future operating losses are no longer recognized before they occur.
The Company has adopted the provisions of SFAS 144 immediately and has
applied such provisions, effective January 1, 2001, for the current fiscal year.
16
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 September 30, 2001, the Company had $35 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 $0.4 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 September 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 34%, 29% and 37% of the
Company's foreign-sourced revenues for the nine-month period ended September 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
September 30, Currencies to
2001 US Dollar
---- ---------
Total Assets $234,230 $232,461
Total Liabilities 140,453 133,563
Revenues 292,761 285,695
17
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 5. Other Information.
On October 1, 2001, Michele D. Snyder resigned from the Board of Directors
for personal reasons. There are no immediate plans to appoint a new director.
ITEM 6. Exhibits and Reports on Form 8-K
(a) Exhibits
None
(b) Reports on Form 8-K
Current Report on Form 8-K, (Item 5-Other Events) dated as of July 16,
2001. The Company disclosed that services being provided under contract to
Bristol-Myers Squibb, a significant client, would terminate effective December
31, 2001.
18
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: November 14, 2001 By: /s/ John R. Emery
-----------------------------------
John R. Emery
Chief Financial Officer
(Principal Financial and Accounting Officer)
19