-----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, DUZb8lWwpdrB2+ww+8pnCDfer0WAOqYiN439mxNfPVNHLIK4lf9HYPRdCjEY9+31 0JV8by9pxnkY+z5dQPzp+A== 0001089473-05-000066.txt : 20051108 0001089473-05-000066.hdr.sgml : 20051108 20051108085212 ACCESSION NUMBER: 0001089473-05-000066 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20051108 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20051108 DATE AS OF CHANGE: 20051108 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: 051184822 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 form8kq32005.htm FORM 8K Q3 2005 Form 8K Q3 2005
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, 2005

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, 2005, Ventiv Health, Inc. (the "Company"), issued a press release announcing its financial results for the third quarter ended September 30, 2005. 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, 2005.









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:
                                           < /font>                       /s/ John R. Emery
                                           & #160;                     --------------------------------------------
  Date: November 8, 2005                                         &# 160;                    & #160;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, 2005
 


EX-99.1 2 pressrel110805.htm PRESS RELEASE 110805 Press Release 110805
Logo



FOR IMMEDIATE RELEASE

Investors/Corporate:
John Emery, CFO
Ventiv Health, Inc.
(732) 537-4804
investor@ventiv.com
 
Media:
Kellie Walsh
Lazar Partners Ltd.
(646) 871-8480
kwalsh@lazarpartners.com


Ventiv Health Reports Strong Third Quarter Results

·  
Quarterly revenues up 44% to $128.4 million; Pretax income up 70% to $13.9 million; EPS excluding tax benefits of $0.30 ($0.53 including tax benefits)
·  
Strong performance across all business units
·  
Strategic acquisition of inChord Communications completed during fourth quarter

SOMERSET, NEW JERSEY, November 8, 2005 -- Ventiv Health, Inc. (NASDAQ: VTIV) today announced financial results for the third quarter of 2005.

Third Quarter 2005 Results from Continuing Operations:
 
·  
Total revenues for the third quarter of 2005 were $128.4 million, an increase of 44% compared to $88.9 million for the third quarter of 2004.
 
 
·  
Income from continuing operations before income taxes were $13.9 million, an increase of 70% compared to $8.2 million for the third quarter of 2004.
 
 
·  
Diluted net income per share from continuing operations after income taxes, excluding tax benefits1 See Table III for non-GAAP reconciliation, was $0.30 during the third quarter of 2005 compared to $0.20 for the third quarter of 2004.
 
 
·  
Reported diluted net income per share from continuing operations after income taxes, including tax benefits, was $0.53 during the third quarter of 2005, compared to $0.20 during the third quarter of 2004 .
 

Third Quarter 2005 Highlights:
 
·  
Ventiv Commercial Services, which provides outsourced sales teams, compliance & patient assistance programs, planning & analytics, sample and literature fulfillment and other supporting services, reported revenues of $98.0 million during the third quarter of 2005, compared to $88.9 million during the third quarter of 2004. Third quarter 2005 highlights include:
 
o  
A 240 basis point increase in the segment’s operating margin percentage compared to the third quarter of 2004, driven by strong operating leverage in the sales teams business and continued strong performance by the segment’s patient assistance programs.
o  
Completed the acquisition of Pharmaceutical Resource Solutions, Inc. (PRS), which strengthens Ventiv’s compliance management and marketing support capabilities.
o  
Won several new contracts, including seven patient assistance programs and two Medicare Part D Education programs by The Franklin Group, three sales teams contracts with mid-tier clients, three planning & analytics contracts by HPR and one Total Data Solutions contract.

·  
Ventiv Clinical Services, which provides a broad range of flexible clinical solutions, reported revenues of $30.4 million during the third quarter of 2005. This segment was established by Ventiv in conjunction with its acquisitions of Smith Hanley Corporation and HHI during the fourth quarter of 2004. Third quarter 2005 highlights include:

o  
A 160 basis point sequential increase in the segment’s operating margin percentage compared to the second quarter of 2005, driven by increased management focus.
o  
Increasing traction in the segment’s functional outsourcing business.

·  
The strategic acquisition of inChord Communications, previously the world’s largest independently-owned healthcare marketing and communications company, was announced during the third quarter and closed during the fourth quarter. This acquisition adds a comprehensive pharmaceutical advertising, branding and marketing business to Ventiv’s sales team, planning and analytics, compliance management and clinical staffing and data management businesses.

Eran Broshy, Chief Executive Officer of Ventiv, commented, “Ventiv’s very positive third quarter results underscore our strong market positioning and continued effective execution across all of our businesses. In addition, during the third quarter we announced the acquisition of inChord Communications, which closed early in the fourth quarter. This strategic acquisition adds a whole new dimension to our business model and significantly enhances Ventiv’s resources for providing a full range of sales and marketing services to the pharmaceutical and biotech industries, with over 150 clients, including 18 of the top 20 pharmaceutical companies.”

Guidance Update:

Ventiv is increasing its 2005 revenue guidance from $505-$515 million to $525-$530 million. Approximately $10 million of this increase is due to finalization of accounting treatment of newly-acquired inChord’s pass-through revenues, and the remainder of the increase is due to stronger than expected performance in Ventiv’s businesses.

Ventiv is increasing its 2005 EPS guidance from $1.25-$1.29 to $1.44-$1.46. The previous and updated guidance includes $0.16 and $0.29 from tax benefits, respectively. This increased recognition of tax benefits in the updated guidance results from Ventiv’s greater multi-year earnings visibility following the acquisition of inChord and continued strong performance across all businesses. The remainder of the guidance increase is due to stronger than expected performance in Ventiv’s businesses in the fourth quarter of 2005.

Ventiv is increasing its initial 2006 revenue guidance from $610-$630 million to $650-$670 million due to finalization of accounting treatment of newly-acquired inChord’s pass-through revenues. At this time Ventiv is reconfirming its initial 2006 EPS guidance of $1.35-$1.40, before $0.10 of expected tax benefits. Ventiv’s expected 2006 tax benefit of $0.10 has now been recognized in the third quarter of 2005 as a result of Ventiv’s enhanced multi-year earnings stability and visibility.



Conference call information:

Tuesday, November 8, 2005 - 9:00 am Eastern Time.
Dial-in number:  877-336-9182
International dial-in: 706-634-1065
Live and archived webcast: www.ventiv.com or http://audioevent.mshow.com/255686/

 

 
 

 
About Ventiv Health
Ventiv Health, Inc. (NASDAQ: VTIV) is the leading provider of commercialization services to the global pharmaceutical and lifesciences industries. Ventiv delivers its customized clinical, sales, marketing and communications services through its three core business segments: Commercial Services, Clinical Services and Communications Services. Ventiv's 4,600 employees support over 150 client organizations, including 18 of the Top 20 global pharmaceutical companies as well as emerging and specialty biotech leaders. For more information on Ventiv Health, Inc. visit www.ventiv.com.












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 Commission for further discussion of these and other factors.
# # #








TABLE I

Ventiv Health, Inc.
Condensed Consolidated Income Statements
($’s in 000’s, except share and per share data)
(unaudited)

 
 
For the Three-Months Ended September 30,
 
 
For the Nine-Months Ended September 30,
   
 
2005
2004
 
2005
2004
Revenues
$128,359
$88,853
 
$381,005
$234,735
Operating expenses:
         
Cost of services
97,764
72,022
 
291,236
188,629
Selling, general and administrative expenses
16,726
8,604
 
48,082
22,174
Restructuring
--
--
 
--
(264)
Total operating expenses
114,490
80,626
 
339,318
210,539
           
Operating income
13,869
8,227
 
41,687
24,196
Interest expense
(332)
(226)
 
(1,042)
(607)
Interest income
335
203
 
841
428
Income from continuing operations before income
Taxes
 
13,872
 
8,204
 
 
41,486
 
24,017
Income tax benefit (provision)
1,161
(3,117)
 
(8,229)
(9,126)
Income from continuing operations
15,033
5,087
 
33,257
14,891
           
Income from discontinued operations:
         
Gains on disposals of discontinued operations, net of taxes
 
78
 
223
 
 
1,640
 
2,131
Net income from discontinued operations
78
223
 
1,640
2,131
           
Net income
$15,111
$5,310
 
$34,897
$17,022
           
Income per share:
         
Continuing operations:
         
Basic
$0.56
$0.21
 
$1.25
$0.63
Diluted
$0.53
$0.20
 
$1.19
$0.59
Discontinued operations:
         
Basic
$0.00
$0.01
 
$0.06
$0.09
Diluted
$0.01
$0.01
 
$0.06
$0.09
Net income:
         
Basic
$0.56
$0.22
 
$1.31
$0.72
Diluted
$0.54
$0.21
 
$1.25
$0.68
Weighted average common shares outstanding:
         
Basic
26,943
23,851
 
26,604
23,520
Diluted
28,132
25,500
 
27,890
25,056







TABLE II

Ventiv Health, Inc.
Selected Financial Data
($’s in 000’s)
(unaudited)

 
September 30,
December 31,
 
2005
2004
     
Cash (1)
$55,892
$53,297
Account Receivable, Net
$76,797
$56,534
Unbilled Services
$35,382
$36,130
Client Advances & Unearned Revenue
$6,102
$9,184
Working Capital (2)
$109,370
$67,565
Capital Lease Obligations
$29,921
$36,902
Depreciation (3)
$12,720
$15,602
Amortization (3)
$988
$306
Days Sales Outstanding (4)
79
71
Total assets
$327,828
$287,452
Total liabilities
$99,348
$115,008

1)  
Cash includes restricted cash of $3.8 million at September 30, 2005 and $2.5 million at December 31, 2004.

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 3-month period then ended. In the past, DSO was reported based on a trailing twelve-month revenue calculation, but the three-month period more accurately reflects the Company’s revenue stream and collections.



 

 


TABLE III

Ventiv Health, Inc.
Reconciliation of Non-GAAP Financial Information
Third Quarter 2005

(in thousands, except EPS)
   
Pro Forma
 
 
As reported
 
Tax Benefit
Excluding tax benefit
Income from continuing operations before income taxes
$13,872
$--
$13,872
Benefit (provision) for income taxes
1,161
6,682
(5,521)
Income from continuing operations
$15,033
$6,682
$8,351
       
Diluted shares outstanding
28,132
 
28,132
EPS from continuing operations
$0.53
 
$0.30



















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