-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, S85MrPgURfF4vVOyTptlX1x5ULSdnBkFvoHxh/pzSjIrsSMJnau11b3Ls3xRHjv8 4UVf9CwCdr7g3b+1rPR5Bw== 0001089473-04-000058.txt : 20041108 0001089473-04-000058.hdr.sgml : 20041108 20041108083444 ACCESSION NUMBER: 0001089473-04-000058 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20041108 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20041108 DATE AS OF CHANGE: 20041108 FILER: COMPANY DATA: COMPANY CONFORMED NAME: VENTIV HEALTH INC CENTRAL INDEX KEY: 0001089473 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MANAGEMENT CONSULTING SERVICES [8742] IRS NUMBER: 522181734 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-30318 FILM NUMBER: 041124228 BUSINESS ADDRESS: STREET 1: 200 COTTONTAIL LANE STREET 2: VANTAGE COURT NORTH CITY: SOMERSET STATE: NJ ZIP: 08873 MAIL ADDRESS: STREET 1: 200 COTTONTAIL LANE STREET 2: VANTAGE COURT NORTH CITY: SOMERSET STATE: NJ ZIP: 08873 FORMER COMPANY: FORMER CONFORMED NAME: SNYDER HEALTHCARE SERVICES INC DATE OF NAME CHANGE: 19990624 8-K 1 q320048k.htm Q3 2004 8K Q3 2004 8k

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of Earliest Event Reported): November 8, 2004

VENTIV HEALTH, INC.

(Exact Name of Registrant as Specified in its Charter)

DELAWARE
(State or Other Jurisdiction of Incorporation)

                        0-30318             52-2181734
            ------------------------------------- ------------------------------------
                   (Commission File Number)  (I.R.S. Employer Identification No.)

VANTAGE COURT NORTH
200 COTTONTAIL LANE
SOMERSET, NEW JERSEY 08873
(Address of Principal Executive offices) (Zip Code)

(800) 416-0555
(Registrant's Telephone Number, Including Area Code

N/A
(Former Name or Former Address, if changed Since Last Report)

 
     

 

VENTIV HEALTH, INC.
CURRENT REPORT ON FORM 8-K


Item 2.02. Results of Operations and Financial Condition.

On November 8, 2004, Ventiv Health, Inc. (the "Company"), issued a press release announcing its financial results for the third quarter ended September 30, 2004. A copy of the Company’s press release is furnished herewith as Exhibit 99.1 hereto and is incorporated herein by reference.

The information in this Current Report on Form 8-K shall not be deemed to be "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section. Furthermore, the information in this Current Report on Form 8-K shall not be deemed to be incorporated by reference into the filings of the Company under the Securities Act of 1933, as amended, except as set forth with respect thereto in any such filing.


Item 9.01. Financial Statements and Exhibits.
 
(c) Exhibits.
 
Exhibit 99.1 Press Release dated November 8, 2004.




 
     

 


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/ John R. Emery
--------------------------------------------
Date: November 8, 2004 Name: John R. Emery
Title: Chief Financial Officer
(Principal Accounting and Financial Officer)


 
     

 


EXHIBIT INDEX

Exhibit Number
 
Description of Exhibit
 
99.1
 
Press Release of Ventiv Health, Inc., dated November 8, 2004
 

EX-99.1 2 q32004.htm Q3 2004 Q3 2004

Exhibit 99.1


Contacts:                       
Investors/Corporate:                 Media:
John R. Emery                   Felicia Vonella / Kellie Walsh
Chief Financial Officer                Lazar Partners Ltd.
(732) 537-4804                          (212) 843-0210 / (646) 871-8480       
investor@ventiv.comfvonella@lazarpartners.com
kwalsh@lazarpartners.com
 
VENTIV HEALTH REPORTS FINANCIAL RESULTS
FOR THIRD QUARTER 2004 AND INCREASES 2004 GUIDANCE

·   Quarterly revenues up 50% to $88.9 million; EPS up 67% to $0.20
·   Increasing 2004 EPS guidance from $0.69-$0.72 to $0.76-$0.77
·   Deployment progressing well for approximately 1,200 sales representatives on recently-won contracts
·   Strategic acquisition of Smith Hanley Corporation completed on October 13th

SOMERSET, NEW JERSEY, November 8, 2004 -- Ventiv Health, Inc. (NASDAQ: VTIV), a leading provider of late-stage clinical, sales, marketing and compliance solutions to the world’s largest pharmaceutical companies as well as to emerging and specialty pharmaceutical and biotech organizations, today announced financial results for the third quarter of 2004.

Quarterly results from continuing operations:
 
·   Total revenues for the third quarter of 2004 were $88.9 million, compared to $59.3 million for the third quarter of 2003.
 
 
·   Earnings before income taxes were $8.2 million, compared to $4.8 million for the third quarter of 2003.
 
 
·   Net earnings after income taxes were $5.1 million, compared to $3.0 million for the third quarter of 2003.
 
 
·   Diluted net earnings per share from continuing operations after income taxes were $0.20, compared to $0.12 for the third quarter of 2003.
 

Eran Broshy, CEO of Ventiv, commented, "I am extremely pleased with Ventiv’s third quarter results, which have substantially exceeded our expectations. This strong performance was the result of several large new contract sales team wins within Ventiv Pharma Services, as well as new contract wins in our Franklin Group business. I am particularly pleased that we have been able to re-deploy sales representatives from older contracts to recently-won longer-lived contracts, which puts us in a very strong position going forward."

"I am also pleased that Ventiv has completed the strategic acquisition of Smith Hanley Corporation, a leading provider of late-stage clinical staffing and recruiting services to the U.S. pharmaceutical industry. This acquisition, which is immediately accretive, enables Ventiv to further broaden the range of services to our pharmaceutical clients, work with a broad range of clients earlier in the drug lifecycle, cross-sell services across our marketing, sales and clinical divisions and diversify our revenues and earnings across multiple strong businesses."

Quarterly highlights include:

·   The announcement of a multi-year contract with Aventis Pharmaceuticals for 452 sales representatives.

·   Multi-year sales contracts won with two large global pharmaceutical companies for teams totaling over 400 sales representatives.

·   Successfully negotiating an early wind-down of a four-year contract with Bayer Corporation in order to redeploy those sales representatives onto recently won longer-lived multi-year contracts with other top tier pharmaceutical companies.

·   Several new contracts awarded to The Franklin Group, including management of Bristol Myers Squibb’s corporate-wide Patient Assistance Program.

·   Completion of the acquisition of Smith Hanley Corporation, a leading provider of late-stage clinical staffing and recruiting services to the U.S. pharmaceutical industry, on October 13, 2004.

·   Total cash balances of $93 million as of September 30, 2004, and current balances of approximately $62 million after the Smith Hanley acquisition.

Mr. Broshy continued, "Given our continued very strong performance, Ventiv is increasing its 2004 earnings per share guidance from $0.69-$0.72 to $0.76-$0.77."

Conference Call Information:

Monday, November 8, 2004, 8:30am Eastern Time
Call in number: 706-634-1065
Live and archived webcast: www.ventiv.com



 
     

VENTIV HEALTH, INC. REPORTS
THIRD QUARTER 2004 RESULTS
Page of



 
About Ventiv Health
 
Ventiv Health, Inc. ("Ventiv") (NASDAQ: VTIV) is a leading provider of late-stage clinical, sales, marketing and compliance solutions to the world’s largest pharmaceutical companies as well as to emerging and specialty pharmaceutical and biotech organizations. Ventiv’s clients include more than 75 pharmaceutical and biotech organizations, including virtually all of the top 20 global pharmaceutical companies.

The Ventiv delivery model is flexible and client-focused, enabling Ventiv to rapidly respond to changing client needs and market conditions across the full spectrum of late-stage clinical, sales, marketing and compliance services, with both integrated and independent programs. These include: Sales and Marketing Teams (Ventiv Sales and Marketing Teams™), Clinical Staffing and Recruiting (Smith Hanley Corporation), Planning and Analytics (Health Products Research®), Sample Accountability/Patient Assistance Programs (The Franklin Group), Marketing Support (PROMOTECH), Recruitment (Ventiv Recruitment Services™), Professional Development and Training (Ventiv Professional Development Group™), Data Solutions (Total Data Solutions™) and Clinical Support (The Therapeutics Institute™). Ventiv is a multi-disciplinary company with a singular focus on providing excellence in customized solutions to meet clients’ late-stage clinical, sales, marketing and compliance objectives.

 
Ventiv’s approximately 4,000 employees support over 75 client organizations. For more information on Ventiv Health, Inc., visit www.ventiv.com.
 


 
     

VENTIV HEALTH, INC. REPORTS
THIRD QUARTER 2004 RESULTS
Page of




Ventiv Health, Inc.
Condensed Consolidated Statements of Operations
($’s in 000’s, except share and per share data)
(unaudited)
 
Three Months Ended
 
Nine Months Ended
 
September 30,
 
September 30,
 
2004
 
2003
 
2004
 
2003
               
Revenues
$88,853
 
$59,291
 
$234,735
 
$149,183
Operating expenses:
             
Costs of services
72,022
 
47,968
 
188,629
 
123,808
Selling, general and administrative expenses
8,604
 
6,516
 
22,174
 
17,750
Restructuring
--
 
--
 
(264)
 
--
Gain on sale of real estate
--
 
--
 
--
 
(392)
Total operating expenses
80,626
 
54,484
 
210,539
 
141,166
               
Operating earnings
8,227
 
4,807
 
24,196
 
8,017
Net interest expense
(23)
 
(33)
 
(179)
 
(54)
Earnings from continuing operations before income taxes
8,204
 
4,774
 
24,017
 
7,963
Provision for income taxes
(3,117)
 
(1,814)
 
(9,126)
 
(3,026)
Earnings from continuing operations
5,087
 
2,960
 
14,891
 
4,937
               
Discontinued operations:
             
Losses from discontinued operations, net of taxes
--
 
(525)
 
--
 
(4,154)
Gains (losses) on disposals of discontinued operations, net of taxes
223
 
(5,553)
 
2,131
 
(6,906)
Net earnings (losses) from discontinued operations, net of taxes (1)
223
 
(6,078)
 
2,131
 
(11,060)
               
Net earnings (losses)
$5,310
 
$(3,118)
 
$17,022
 
$(6,123)
               
Earnings per share from continuing operations:
             
Basic
$0.21
 
$0.13
 
$0.63
 
$0.22
Diluted
$0.20
 
$0.12
 
$0.59
 
$0.21
               
Earnings (losses) per share from discontinued operations:
             
Basic
$0.01
 
$(0.27)
 
$0.09
 
$(0.49)
Diluted
$0.01
 
$(0.26)
 
$0.09
 
$(0.48)
               
Consolidated earnings (losses) per share:
             
Basic
$0.22
 
$(0.14)
 
$0.72
 
$(0.27)
Diluted
$0.21
 
$(0.14)
 
$0.68
 
$(0.27)
               
Weighted average number of common shares outstanding:
             
Basic
23,850,988
 
22,880,004
 
23,520,253
 
22,886,178
Diluted
25,499,707
 
23,910,383
 
25,055,836
 
23,634,323

(1)   Net earnings (losses) from discontinued operations include Ventiv’s Communications and European Contract Sales businesses, which have been divested.


 
     

VENTIV HEALTH, INC. REPORTS
THIRD QUARTER 2004 RESULTS
Page of





Ventiv Health, Inc.
Selected Financial Data
($’s in 000’s)
(unaudited)
 
September 30,
December 31,
 
2004
2003
     
Cash (1)...................
$92,966
$56,642
Account Receivable, Net...........
43,658
41,836
Unbilled Services................
23,692
21,347
Client Advances & Unearned Revenue.......
8,589
4,859
Working Capital (2)...............
82,924
68,402
Capital Lease Obligations............
29,842
26,588
Depreciation (3)...............
11,250
9,485
Amortization (3)...............
80
19
Days Sales Outstanding (4)..........
79
103

1)   Cash includes restricted cash of $5.2 million at September 30, 2004 and $1.7 million at December 31, 2003.

2)   Working Capital is defined as total current assets less total current liabilities.

3)   Depreciation and amortization are reported on a year-to-date basis.

4)   Days Sales Outstanding is measured using the combined amounts of Accounts Receivable and Unbilled Services outstanding as of the balance sheet date, against Revenues for the trailing 12-month period then ended.



This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements involve known and unknown risks that may cause Ventiv Health's performance to differ materially. Such risks include, without limitation: 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 revenue share agreements; and, our ability to operate successfully in new lines of business. Readers of this press release are referred to documents filed from time to time by Ventiv Health, Inc. with the Securities and Exchange Commi ssion for further discussion of these and other factors.

-----END PRIVACY-ENHANCED MESSAGE-----