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 March 31, 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, 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, 22,835,750 shares outstanding as of May 9,
2001
VENTIV HEALTH, INC.
QUARTERLY REPORT ON
FORM 10-Q
Page
--------
PART I. FINANCIAL INFORMATION
ITEM 1. Financial Statements
Condensed Consolidated Balance Sheets as of March 31, 2001 (unaudited) and
December 31, 2000.............................................................................. 1
Condensed Consolidated Statements of Earnings for the three-month periods ended
March 31, 2001 (unaudited) and 2000 (unaudited)................................................ 2
Condensed Consolidated Statements of Cash Flows for the three-month periods ended
March 31, 2001 (unaudited) 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.......... 7-10
ITEM 3. Quantitative and Qualitative Disclosures About Market Risk..................................... 11
PART II. OTHER INFORMATION
ITEM 1. Legal Proceedings.............................................................................. 11
ITEM 4. Submission of Matters to a Vote of Security Holders............................................ 11
ITEM 6. Exhibits and Reports on Form 8-K............................................................... 11
SIGNATURES............................................................................................... 12
PART I. FINANCIAL INFORMATION
ITEM 1. Financial Statements
VENTIV HEALTH, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands, except share data)
March 31, December 31,
---------- -------------
2001 2000
---------- -------------
(unaudited)
ASSETS
Current assets:
Cash and equivalents.............................................................................. $ 9,867 $ 28,865
Accounts receivable, net of allowances for doubtful accounts of $2,160 and $2,116 at
March 31, 2001 and December 31, 2000, respectively............................................... 59,816 59,106
Unbilled services................................................................................. 40,895 17,490
Other current assets.............................................................................. 10,630 9,385
--------- ------------
Total current assets............................................................................. 121,208 114,846
Property and equipment, net......................................................................... 37,471 34,743
Goodwill and other intangible assets, net........................................................... 88,765 90,294
Deferred tax assets................................................................................. 7,707 7,836
Investments, deposits and other non-current assets.................................................. 2,731 3,495
--------- ------------
Total assets..................................................................................... $257,882 $251,214
========= ============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Current maturities of long-term debt, including current portion of capital lease obligations of
$7,056 and $5,806, respectively................................................................... $ 13,076 $ 7,826
Accrued payroll, accounts payable and accrued expenses.............................................. 40,882 43,009
Client advances and unearned revenue................................................................ 18,057 17,538
Current deferred tax liability...................................................................... 1,567 1,382
--------- ------------
Total current liabilities........................................................................ 73,582 $ 69,755
Long-term debt...................................................................................... 17,307 17,336
Capital lease obligations .......................................................................... 16,457 14,877
Other non-current liabilities....................................................................... 57 120
Commitments and contingencies....................................................................... -- --
Stockholders' Equity:
Preferred stock, $.001 par value, 10,000,000 shares authorized, none issued and outstanding at
March 31, 2001 and December 31, 2000............................................................... -- --
Common stock, $.001 par value, 50,000,000 shares authorized; 22,822,564 shares and
22,769,593 shares outstanding at March 31, 2001 and December 31, 2000,
respectively....................................................................................... 23 23
Additional paid-in-capital.......................................................................... 156,674 156,410
Deferred compensation............................................................................... (2,123) (2,739)
Accumulated other comprehensive losses.............................................................. (2,440) (1,542)
Accumulated deficit................................................................................. (1,655) (3,026)
--------- ------------
Total stockholders' equity....................................................................... 150,479 149,126
--------- ------------
Total liabilities and stockholders' equity....................................................... $257,882 $251,214
========= ============
See accompanying notes to condensed consolidated financial statements.
1
VENTIV HEALTH, INC.
CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS
(in thousands, except per share amounts)
For the Three Months
-------------------------------
Ended March 31,
-------------------------------
2001 2000
---- ----
(unaudited)
Revenues............................................................. $104,849 $ 98,917
Operating expenses:
Costs of services.................................................. 88,951 81,239
Selling, general and administrative expenses....................... 12,207 12,883
-------- -------
Earnings from operations............................................. 3,691 4,795
Interest expense..................................................... (996) (469)
Investment income.................................................... 208 318
Loss on investment in equity of non-affiliate........................ (500) --
-------- -------
Earnings before income taxes......................................... 2,403 4,644
Provision for income taxes........................................... 1,033 1,858
-------- -------
Net earnings....................................................... $ 1,370 $ 2,786
======== =======
Earnings per share (see Note 3):
Basic.............................................................. $ 0.06 $ 0.12
Diluted............................................................ $ 0.06 $ 0.12
See accompanying notes to condensed consolidated financial statements.
2
VENTIV HEALTH, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
For the Three Months
---------------------
Ended March 31,
---------------------
2001 2000
-------- --------
(unaudited)
Cash flows from operating activities:
Net earnings................................................................................... $ 1,370 $ 2,786
Adjustments to reconcile net earnings to net cash used in operating activities:
Depreciation.................................................................................. 3,290 1,129
Amortization.................................................................................. 1,098 1,278
Deferred taxes................................................................................ 314 (334)
Losses on disposals of capital assets......................................................... 183 109
Non-cash expense for restricted stock vesting................................................. 166 173
Non-cash expense for loss on investment in equity of non-affiliate............................ 500 --
Net changes in assets and liabilities:
Accounts receivable, net...................................................................... (710) 2,771
Unbilled services............................................................................. (23,405) (4,688)
Deposits and other non-current assets......................................................... (1,245) 103
Accrued payroll, accounts payable and accrued expenses........................................ (2,127) (1,358)
Client advances and unearned revenue.......................................................... 520 (7,139)
Other......................................................................................... 264 (850)
-------- --------
Net cash used in operating activities.......................................................... (19,782) (6,020)
Cash flows from investing activities:
Purchases of property and equipment........................................................... (1,736) (1,275)
Investment in equity of non-affiliate......................................................... -- (2,000)
Other......................................................................................... (28) --
-------- --------
Net cash used in investing activities.......................................................... (1,764) (3,275)
Cash flows from financing activities:
Net borrowings of debt........................................................................ 3,971 21,165
Repayments of capital lease obligations....................................................... (1,907) --
Repurchases of issued and outstanding common stock............................................ -- (10,780)
Proceeds from the exercise of stock options................................................... 714 234
-------- --------
Net cash provided by financing activities...................................................... 2,778 10,619
-------- --------
Effect of exchange rate changes on cash and equivalents......................................... (230) (424)
-------- --------
Net (decrease) increase in cash and equivalents................................................. (18,998) 900
Cash and equivalents, beginning of period....................................................... 28,865 37,627
-------- --------
Cash and equivalents, end of period............................................................. $ 9,867 $ 38,527
======== ========
Supplemental disclosures of cash flow information:
Cash paid for interest........................................................................ $ 972 $ 445
Cash paid for income taxes.................................................................... $ 581 $ 987
Supplemental disclosures of non-cash activities:
Vehicles acquired under capital lease arrangements........................................... $ 4,674 --
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; 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 and Pharmacia.
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
interim rules and regulations of the Securities and Exchange Commission. 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 March 31, 2001 and December 31, 2000, and the results of operations and cash
flows of the Company for the three-month periods ended March 31, 2001 and 2000.
Operating results for the three-month period ended March 31, 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 the March 31, 2001 Balance Sheet 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. Share Repurchase Program:
From inception to date, the Company has repurchased 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 three-month period ended March 31, 2001.
4
VENTIV HEALTH, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
3. Earnings Per Share:
The following table presents a reconciliation of the numerators and
denominators of basic and diluted EPS for the three-month periods ended March
31, 2001 and 2000:
Three Months Ended
----------------------------
March 31,
----------------------------
2001 2000
------- -------
(in thousands, except per share data)
Basic EPS Computation
Net earnings......................................................... $ 1,370 $ 2,786
Weighted average common shares issued and outstanding................ 22,475 22,956
------- -------
Basic EPS............................................................ $ 0.06 $ 0.12
======= =======
Diluted EPS Computation
Net earnings......................................................... $ 1,370 $ 2,786
Diluted common shares outstanding:
Weighted average common shares outstanding.......................... 22,475 22,956
Employee stock options.............................................. 794 307
Restricted stock awards............................................. 169 131
------- -------
Total diluted common shares issued and outstanding.................. 23,438 23,394
------- -------
Diluted EPS......................................................... $ 0.06 $ 0.12
======= =======
4. Significant Clients:
During the three-month period ended March 31, 2001, two clients, an
emerging pharmaceutical company and Bristol-Myers Squibb, Inc., accounted for
approximately 20% and 17% of the Company's total revenue, respectively. During
the three-month period ended March 31, 2000, Bristol-Myers Squibb, Inc.
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.
5
VENTIV HEALTH, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
5. Comprehensive Earnings:
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
-----------------------------
March 21, 2001
-----------------------------
2001 2000
------ -------
(in thousands)
Net earnings............................................................ $1,370 $ 2,786
Other comprehensive earnings (losses), net of tax:
Unrealized loss on marketable securities.............................. ---- (5)
Foreign currency translation adjustment............................... (898) (1,257)
------ -------
Comprehensive earnings.................................................. $ 472 $ 1,524
====== =======
6. 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 $4.7 million during the three-month period ended March 31, 2001.
7. Subsequent Event:
In May 2001, one of the Company's eHealth partners, HeliosHealth, Inc,
advised its shareholders of their intent to effect a significant restructuring
of their business. While the impact of these actions on the value of Ventiv's
investment is uncertain, management believed that a full devaluation was
appropriate at this time. Accordingly, the Company has written off its entire
$500,000 investment as of March 31, 2001.
6
VENTIV HEALTH, INC.
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; 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.
The following 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 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. Such forward-looking statements involve known and unknown risks that
may cause the Company's performance to differ materially from the results
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: changes in trends in
the pharmaceutical industry or in pharmaceutical outsourcing; our ability to
compete successfully with other services in the market; 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
our ability to operate and compete successfully in new lines of business.
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 and Pharmacia.
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 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 services. Most of
Ventiv's largest clients utilize the services of more than one of our business
units.
7
Results of Operations
The following sets forth, for the periods indicated, certain components of
Ventiv's statements of earnings, including such data as a percentage of
revenues.
($'s in 000's) Three months ended
March 31,
------------------------------------------
2001 2000
-------- -------
(unaudited)
Revenue $ 104,849 100.0% $ 98,917 100.0%
Costs of services 88,951 84.8% 81,239 82.1%
Selling, general and administrative expenses 12,207 11.6% 12,883 13.0%
-------- ------ -------
Earnings from operations 3,691 3.5 % 4,795 4.9 %
Interest expense (996) (0.9)% (469) (0.5)%
Interest income 208 0.2% 318 0.3%
Loss on investment in equity of non-affiliate (500) (0.5)% --- 0.0%
-------- ------ ------- ------
Earnings before income taxes 2,403 2.3% 4,644 4.7%
Provision for income taxes 1,033 1.0% 1,858 1.9%
-------- ------ ------- ------
Net earnings $ 1,370 1.3% $ 2,786 2.8%
======== ====== ======= ======
Three Months Ended March 31, 2001 Compared to Three Months Ended March 31, 2000
Revenues: Revenues increased by approximately $5.9 million, or 6.0%, to
$104.8 million in the three month period ended March 31, 2001, from $98.9
million in the three months ended March 31, 2000.
Revenues in our U.S. Sales business unit were $67.0 million, an increase of
25% over the $53.6 million in the same period in 2000, and accounted for 63.9%
of total Ventiv revenues for the three months ended March 31, 2001. This growth
primarily resulted from new contracts and expansions of existing business
relationships with Bristol-Myers Squibb ("BMS"), Novo Nordisk and our new
emerging pharmaceutical client. U.S. Sales' revenues and operating income
included approximately $2.1 million and $2.2 million of incentive fees for the
three months ended March 31, 2001 and 2000, respectively.
In August 1999, the U.S. Sales group entered into a significant multi-year
contract with BMS. In January 2001, this contract transitioned from a fixed plus
incentive fee arrangement to a revenue sharing arrangement, where the payments
made to Ventiv are currently determined as percentages of the revenues from the
products supported.
The Company's European Sales business generated revenues of $26.0 million,
an increase of 9.2% from the first quarter of 2000. Revenues generated by the
European Sales business represented 24.8% of total revenues for the fiscal
quarter ended March 31, 2001. The increase in revenue primarily was a result of
new contracts and expansions of existing business relationships with clients in
Germany.
Ventiv Health Communications' revenue represented 5.3% of the Company's
first quarter revenues. Revenues for the business unit were approximately $5.6
million for the three months ended March 31, 2001, which represented a decrease
of $9.3 million from the $14.9 million of revenue recorded in 2000. The decrease
in revenues was primarily a result of a reduction in the level of business
received from a significant client in 2000 and the timing of services to be
rendered relating to new business booked during the quarter. The effect of this
revenue decline on results of operations was partially mitigated by cost savings
generated from our recent restructuring initiatives. 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 and beyond.
Health Products Research generated 6.0% of total revenues, and $6.3 million
and $6.5 million in the three-month periods ended March 31, 2001 and 2000,
respectively. Revenues decreased $0.2 million, or 3%, from the first quarter of
2000. Revenues in the three-month period ended March 31, 2000 included revenues
of several significant projects that were initiated in the fourth quarter of
1999 and completed in the subsequent quarterly period.
Costs of Services: Costs of services increased by approximately $7.7
million, or 9.5%, to $ 89.0 million this fiscal quarter from $81.2 million in
the three-month period ending March 31, 2000. Costs of services increased as a
percentage of revenues to 84.8% from 82.1% in the three-month periods ended
March 31, 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.
Selling, General and Administrative Expenses: Selling, general and
administrative expenses decreased by approximately $0.7 million, or 5.4%, to
$12.2 million from $12.9 million in the three month periods ending March 31,
2001 and 2000, respectively. Selling, general and administrative expenses
decreased as a percentage of revenue to 11.6% for the three months ending March
31, 2001 from 13.0% for the three months ending March 31, 2000. The decline as a
percentage of revenue 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, eliminating the assistance fees charged previously for
such services.
Interest Expense: Ventiv recorded $1.0 million and $0.5 million of interest
expense in the three months ended March 31, 2001 and 2000, respectively. The
Company incurred $0.4 million in 2001 of interest expense related to payments
made under capital leases for a fleet of automobiles at the U.S. Sales business
unit. There was no similar amount incurred in the three months ended March 31,
2000.
Investment Income: Ventiv recorded approximately $0.2 million and $0.3
million of investment income in the three months ended March 31, 2001 and 2000,
respectively. Variations in investment income result from differences in average
amounts of cash and cash equivalents available for investment and the prevailing
short-term interest rates during these periods.
Loss on investment in equity of non-affiliate: In May 2001, one of our
eHealth partners, HeliosHealth, Inc., advised us of their intent to effect a
significant restructuring of their business. While we cannot be certain as to
the impact of these actions on the value of our investment, management believes
that a full devaluation is appropriate at this time. Accordingly, the Company
has written off its entire $500,000 investment as of March 31, 2001.
Provision for Income Taxes: Ventiv recorded a provision for income taxes
using an estimated effective tax rate of 43.0% for the three-month period ended
March 31, 2001, and a provision using an effective tax rate of 40.0% for the
three-month period ended March 31, 2000. The increase in the effective tax rate
is also reflective of the 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 $1.4 million to $1.4 million, from $2.8 million, in
the three months ended March 31, 2001 and 2000, respectively. Lower average
margins from the BMS contract due to the timing of revenue recognition
contributed to the decrease in net earnings, as more fully explained above.
Liquidity and Capital Resources
At March 31, 2001, Ventiv had $9.9 million of cash and cash equivalents, a
decrease of $19.0 million from December 31, 2000. For the three month periods
ending March 31, 2001 compared to March 31, 2000, cash used in operations
increased by $13.8 million and cash used in investing activities decreased by
$1.5 million. In addition, cash provided by financing activities decreased by
$7.8 million to $2.8 million. These decreases were partially offset by favorable
effects of changes in foreign exchange rates.
Cash used in operations was $19.8 million in the three-month period ended
March 31, 2001, as compared to $6.0 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 for services rendered and
revenue earned in the first quarter of 2001, respectively. The increase in cash
used in operations, primarily attributable to the factors mentioned above, was
partially offset by a net increase of $0.5 million in client advances and
unearned revenue, versus a net decrease of $7.1 million in these balances in the
three-month period ended March 31, 2000.
Cash used in investing activities was $1.8 million and $3.3 million through
March 31, 2001 and 2000, respectively. Cash expenditures in 2001 relate
primarily to capital expenditures. In addition to capital expenditures of $1.3
million, the Company made a $2.0 million equity investment in RxCentric, Inc. in
the quarterly period ended March 31, 2000.
Cash provided by financing activities was $2.8 million and $10.6 million
for the three months ended March 31, 2001 and 2000, respectively. During the
three months ended March 31, 2000, the Company increased its borrowings on its
line of credit by $21.2 million, while repurchasing $10.8 million of its stock.
In 2001, the Company increased its borrowings by $4.0 million, primarily in
support of operations. No shares were repurchased in the three-month period
ended March 31, 2001.
On December 1, 1999, we entered into a $50 million unsecured revolving
credit facility, which expires on December 1, 2003. Borrowings may be used for
general corporate purposes, acquisitions 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. Availability under this credit facility is subject
to our compliance with various financial ratios, operating covenants and other
customary conditions. At March 31, 2001, the Company was in compliance with
these financial covenants.
We believe our cash and equivalents, as well as 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 and investment
opportunities as they arise. Cash provided from operations may not be sufficient
to fund internal growth initiatives that we may 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. 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 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, the German mark and the French franc. To date,
changes in the exchange rates of the British pound, the German mark and the
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.
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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
As of March 31, 2001, the Company has drawn $23.0 million against its $50.0
million unsecured revolving credit facility. Based upon the amount outstanding,
if the LIBOR rate were to increase by 1%, Ventiv would incur an additional $0.2
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 March 31, 2001. The Company's material
exposures to foreign exchange rate fluctuations relate to the French Franc, the
British Pound, and the German Mark. Approximately 40%, 27%, and 33% of the
Company's foreign-sourced revenues for the three month period ended March 31,
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
---------------- --------------
March 31, Currencies to
---------------- -------------
2001 US Dollar
-------- ---------
Total Assets............................................................................ $257,882 $251,779
Total Liabilities....................................................................... $107,403 $100,155
Revenues................................................................................ $104,849 $102,247
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, are expected to
have a material adverse effect on the Company's financial position, results of
operations or liquidity.
ITEM 4. Submission of Matters to a Vote of Security Holders
None
ITEM 6. Exhibits and Reports on Form 8-K
(a) Exhibits
None
(b) Reports on Form 8-K
Current Report on Form 8-K, dated as of February 15, 2001, regarding the
resignation of Gregory S. Patrick, Chief Financial Officer (Principal Financial
Officer)
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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.
By: /s/Joseph S. Durko
Date: May 15, 2001
Joseph S. Durko
Vice President, Controller
and Secretary (Principal
Financial and Accounting
Officer)
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