10-Q 1 d10q.txt FORM 10-Q FOR 09/30/2001 ================================================================================ 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 September 30, 2001 ------------------------------------------------- OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 0-23093 BORON, LEPORE & ASSOCIATES, INC. (Exact name of Registrant as specified in its charter) DELAWARE 22-2365997 (State or other jurisdiction (I.R.S. Employer of Incorporation or organization) Identification No.) 1800 VALLEY ROAD, WAYNE, NEW JERSEY 07470 (Address of principal executive office) (Zip Code) Registrant's telephone number, including area code: (973) 709-3000 Indicate by check mark ("X") whether the Registrant: (1) has filed all reports to be filed by section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding twelve 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. CLASS OUTSTANDING AT NOVEMBER 8, 2001 ----- ------------------------------- Common stock, par value $.01 share 11,622,666 ================================================================================ BORON, LEPORE & ASSOCIATES, INC. INDEX

2 BORON, LEPORE & ASSOCIATES, INC. CONSOLIDATED BALANCE SHEETS (In thousands)

The accompanying notes are an integral part of these consolidated balance sheets. 3 BORON, LEPORE & ASSOCIATES, INC. CONSOLIDATED STATEMENTS OF INCOME (In thousands, except per share data) (Unaudited)

The accompanying notes are an integral part of these consolidated financial statements. 4 BORON, LEPORE & ASSOCIATES, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (In thousands) (Unaudited)

The accompanying notes are an integral part of these consolidated financial statements. 5 BORON, LEPORE & ASSOCIATES, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands, except share and per share data) (unaudited) (1) DESCRIPTION OF THE BUSINESS AND BASIS OF PRESENTATION: Boron, LePore & Associates, Inc. (the "Company") provides integrated medical education and sales services to the healthcare industry. The accompanying consolidated financial statements are unaudited and have been prepared in accordance with generally accepted accounting principles for the interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. The foregoing financial information reflects all adjustments which are, in the opinion of management, necessary for a fair presentation of the results for the periods presented. All such adjustments are of a normal and recurring nature. These results, however, are not necessarily indicative of the results to be expected for the full fiscal year. The financial statements should be read in conjunction with the summary of significant accounting policies and notes to financial statements contained in the Company's Form 10-K as filed with the Securities and Exchange Commission. (2) EARNINGS PER SHARE: The following table reconciles net income and share amounts used to calculate basic earnings per share and diluted earnings per share.

6 BORON, LEPORE & ASSOCIATES, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands, except share and per share data) (unaudited) (3) PROVISION FOR RESTRUCTURING AND OTHER SEVERANCE: During 1999, the Company incurred two provisions for restructuring and other severance based on approved management plans. During the second quarter of 1999, the Company recorded a provision for restructuring in the amount of $1,700 and during the fourth quarter of 1999, the Company recorded a provision for restructuring and other severance in the amount of $1,220. The fourth quarter provision was net of a $280 reversal related to the second quarter provision. The second quarter provision related to a workforce reduction of approximately 90 employees, the downsizing or closing of certain office locations and other related costs which represent approximately 67%, 21% and 12%, respectively, of the total provision. The fourth quarter provision related to the wind-down of the Company's teleservice business in Norfolk, Virginia, including a workforce reduction of approximately 75 employees and the disposition of certain assets, and a management change which represent approximately 12%, 60% and 28%, respectively, of the total provision. The activity impacting the accrual for restructuring and other severance during the nine months ended September 30, 2001 is summarized in the following table:

(4) ACQUISITIONS: On April 30, 2001, the Company purchased substantially all of the assets and assumed certain liabilities of Medical Media Communications, Inc. ("MMC"), an Illinois Corporation. The purchase price was $2,625 in cash. In addition, the Company may be required to pay up to an additional $3,150 in contingent cash payments based on the achievement of certain operating goals of the acquired business during the two-year period subsequent to the date of the acquisition. The acquisition has been accounted for using the purchase method of accounting. The excess of the purchase price over the fair market value of the acquired assets was allocated to goodwill and non-compete agreements. In accordance with Statement of Financial Accounting Standards No. 142 "Goodwill and Other Intangibles," the goodwill related to this acquisition will be amortized over a 15 year period through December 31, 2001, at which time, amortization will stop and the asset will be periodically judged for impairment. All amounts allocated to non-compete agreements will be amortized over a period of five years. MMC is based in Chicago, Illinois and provides accredited and non-accredited medical education services. Accordingly, all revenues generated from MMC will be included in "Medical Education Services" revenues. 7 (5) SEGMENT INFORMATION: The Company's management considers its business to be a single business entity-the providing of integrated medical education and sales services to the healthcare industry. The Company's services generally are utilized by customers and people associated with the pharmaceutical industry and the medical profession. Management evaluates its product offerings on a revenue basis, which is presented below, and profitability is generally evaluated on an enterprise- wide basis due to shared infrastructures.

In 2001, the Company changed the classification of its revenues due to the development of new product offerings and merging markets. "Contract Sales Services" and "Field Sales Force Logistics" have been combined and disclosed as "Sales Services." Management believes this new classification provides the most useful and relevant measurements to evaluate its business (6) SUBSEQUENT EVENTS: In October 2001, the Company paid $1,800 in cash based on the achievement of certain operating goals during the twelve-month period subsequent to the date of acquisition of Armand Scott, Inc. In October 2001, the Company entered into a $15,000 revolving credit agreement with a bank, secured by substantially all of the Company's assets. The agreement contains sublimits of up to $10,000 to be used for acquisition related activities and $500 for standby letters of credit. Interest rates are based on the London Interbank Offered Rate ("LIBOR") plus 1.75% or the prime rate. A facility fee is charged on the unused amount at a rate of .125%. The credit agreement matures on December 31, 2003. 8 BORON, LEPORE & ASSOCIATES, INC. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OVERVIEW Boron, LePore & Associates, Inc. (the "Company") provides integrated medical education and sales services to the healthcare industry. Substantially all of our customers are large pharmaceutical companies seeking to communicate their messages to physicians and other healthcare professionals on a cost-effective basis. Our objective, is to enhance our position as a leading provider of medical communications programs, continue to expand our educational services, particularly content development and delivery, selectively expand and add complimentary services to our array of other outsourced promotional, marketing and logistical services and expand the market for our sales service offerings. The principal elements of our strategy in order to continue to offer integrated solutions that include educational, promotional, and sales services, including a variety of internet-based solutions related to these services are to; (i) increase business with existing customers; (ii) obtain new customers; (iii) target new audiences; and (iv) pursue strategic acquisitions. We believe that the increase in business with existing customers and the addition of new customers reflect increased recognition of medical education communication programs as an effective promotional technique and increased levels of marketing and educational spending in the pharmaceutical industry. Our portfolio of services includes traditional educational and promotional peer-to- peer meetings, teleconferences, satellite conferences, visiting faculty meetings, promotional and educational content development, symposia, web casts and various other internet based solutions, as well as, our field sales force logistics services and sales services. The continued expansion of these services resulted primarily from (i) the fiscal 2000 acquisitions of Consumer2Patient, Inc., Physician to Physician, LLC, and Alternative Media Solutions (collectively "Consumer2Patient"), which provides patient, consumer and physician education, and Armand Scott, Inc., ("Armand Scott"), which creates, designs, develops, implements and monitors medical education programs and services for pharmaceutical, medical device and biotechnology companies and (ii) the fiscal 2001 acquisition of Medical Media Communications, Inc. ("MMC"), which produces multi-sponsored medical education programs. In December 2000, we signed a three-year renewal of a field sales force logistics contract, which runs through 2003, with a large pharmaceutical company. The new contract replaces an agreement, which was set to expire in 2001. As in the past, the renewed contract provides for a fixed fee component and a fee for service component, which is dependant upon the amount of service provided. Certain of our services, particularly symposia and field sales force logistics, have lower gross margin percentages than our traditional medical education and peer-to-peer meeting businesses, while other services, particularly educational conferencing and medical education content development, have higher gross margin percentages than our traditional peer-to-peer meeting business. As such, the mix of business generated from individual services could impact our operating profit percentage. 9 RESULTS OF OPERATIONS The following table sets forth as a percentage of revenues certain items reflected in our Statements of Income for the periods indicated.

THREE MONTHS ENDED SEPTEMBER 30, 2001 COMPARED TO THE THREE MONTHS ENDED SEPTEMBER 30, 2000 Revenues increased $6.4 million, or 16%, from $39.6 million in the three-month period ended September 30, 2000 to $46.0 million in the three-month period ended September 30, 2001. This growth primarily resulted from an increase of $12.4 million in medical education services revenue, of which approximately $3.2 million was generated from the acquisition of MMC. This increase in medical education services revenue is offset by a $6.0 million decrease in sales services revenues, which includes our field sales force logistics service and contract sales service business. The decrease was primarily due to a lower volume of programs performed by our field sales force logistics services in the three-month period ended September 30, 2001 when compared to the three-month period ended September 30, 2000. Cost of sales increased $4.3 million, or 15%, from $28.3 million in the three- month period ended September 30, 2000 to $32.6 million in the three-month period ended September 30, 2001. Cost of sales as a percentage of revenues decreased from 71.4% in the prior year period to 70.9% in the current year period. The decrease in cost of sales as a percentage of revenues was primarily due to the increased proportion of medical education services revenue, which has a higher average gross profit than our field sales force logistics service revenue. The higher gross profit on our medical education services revenue is due to the lower proportion of production costs which are passed through to the customer with no markup. Selling, general and administrative expenses increased $1.5 million, or 15%, from $9.8 million in the three-month period ended September 30, 2000 to $11.3 million in the three-month period ended September 30, 2001. This increase was primarily due to increased personnel related costs of approximately $0.9 million, which is net of certain revisions to employee incentive plans awarded at the discretion of management and includes $0.2 million of expenses related to employees of MMC, $0.1 million in operating expenses for MMC not reflected in the 2000 amounts, an increase of approximately $0.5 million in depreciation and amortization, and approximately $0.3 million of non-recurring costs incurred due to meeting cancellations and certain employee costs resulting from 10 the events of September 11, 2001. These amounts are partially offset by a decrease of approximately $0.3 of professional fees. Selling, general and administrative expenses decreased as a percentage of revenues from 24.7% in the prior year period to 24.5% in the current year period. This percentage decrease was primarily the result of increased revenues, the employee incentive plan adjustment and operational efficiencies achieved through our acquisitions. Operating income increased $0.6 million, or 40%, from $1.5 million in the three-month period ended September 30, 2000 to $2.1 million in the three-month period ended September 30, 2001. Operating income as a percentage of revenues increased from 3.9% in the prior year period to 4.6% in the current year period. The increase in operating income as a percentage of revenues was primarily due to the aforementioned decreases in cost of sales and selling, general and administrative expenses as a percentage of revenue. Interest income was $0.6 million in the three-month period ended September 30, 2000 compared to $0.1 million in the three-month period ended September 30, 2001. This decrease in interest income was primarily due to our lower average cash balance, as a result of cash used for acquisitions and capital expenditures, and lower interest rates in the current year period as compared to the prior year period. The provision for income taxes for the three-month periods ended September 30, 2001 and September 30, 2000 reflect estimated Federal and state income tax expense at our estimated effective tax rate. NINE MONTHS ENDED SEPTEMBER 30, 2001 COMPARED TO THE NINE MONTHS ENDED SEPTEMBER 30, 2000 Revenues increased $27.6 million, or 23%, from $117.8 million in the nine- month period ended September 30, 2000 to $145.4 million in the nine-month period ended September 30, 2001. This growth primarily resulted from an increase of $48.9 million in medical education services revenue, of which approximately $21.8 million was generated from the acquisitions of Consumer2Patient and Armand Scott in 2000 and $4.1 million was generated from the acquisition of MMC in 2001. The increase in medical education services revenue is partially offset by a $21.3 million decrease in sales services revenues, which includes our field sales force logistics service and contract sales service business. The decrease in sales service revenue was primarily due to a lower volume of programs performed by our field sales force logistics services in the nine-month period ended September 30, 2001 when compared to the nine-month period ended September 30, 2000. Additionally, our contract sales service business was de-emphasized at the beginning of 2000 and represents a decrease in revenue of approximately $3.5 million for the nine-month period ended September 30, 2001 when compared to the nine-month period ended September 30, 2000. Cost of sales increased $16.4 million, or 19%, from $85.4 million in the nine- month period ended September 30, 2000 to $101.8 million in the nine-month period ended September 30, 2001. Cost of sales as a percentage of revenues decreased from 72.5% in the prior year period to 70.0% in the current year period. The decrease in cost of sales as a percentage of revenues was primarily due to the increased proportion of medical education services revenue, which has a higher average gross profit than our field sales force logistics service revenue. The higher gross profit on medical education services revenue is due to the lower proportion of production costs which are passed through to the customer with no markup. Selling, general and administrative expenses increased $8.2 million, or 29%, from $28.1 million in the nine-month period ended September 30, 2000 to $36.3 million in the nine-month period ended September 30, 2001. This increase was primarily due to increased personnel related costs of approximately $6.5 million, which is net of certain revisions to employee incentive plans awarded at the discretion of management and includes $2.6 million of expenses related to the employees of acquired companies, $1.0 million of operating expenses for Consumer2Patient, Armand Scott and MMC not reflected in the 2000 amounts, an increase of approximately $1.2 in depreciation and amortization, $0.7 million of increased rent and certain costs incurred as a result of moving corporate headquarters to a new facility and approximately $0.3 of non-recurring costs incurred due to meeting cancellations and certain employee costs resulting from the events of September 11, 2001. These amounts are partially offset by a decrease of approximately $0.9 million in professional fees and consulting expenses and approximately $0.6 million in other operating expense accounts. Selling, general and administrative expenses increased as a percentage of revenues from 23.9% in the prior year period to 11 25.0% in the current year period. This percentage increase was primarily the result of additional operational costs incurred in the first half of the year to support our acquisitions and revenue growth. The loss on the disposal of fixed assets was $0.1 million in the nine months ended September 30, 2001 and related primarily to the disposition of computer equipment. Operating income increased $2.9 million, or 70%, from $4.2 million in the nine-month period ended September 30, 2000 to $7.1 million in the nine-month period ended September 30, 2001. Operating income as a percentage of revenues increased from 3.6% in the prior year period to 4.9% in the current year period. The increase in operating income as a percentage of revenues was primarily due to the aforementioned decreases in cost of sales as a percentage of revenue, partially offset by an increase in selling, general and administrative expenses. Interest income was $1.9 million in the nine-month period ended September 30, 2000 compared to $0.6 million in the three-month period ended September 30, 2001. This decrease in interest income was primarily due to our lower average cash balance, as a result of cash used for acquisitions and capital expenditures, and lower interest rates in the current year period as compared to the prior year period. The provision for income taxes for the three-month periods ended September 30, 2001 and September 30, 2000 reflect estimated Federal and state income tax expense at our estimated effective tax rate. LIQUIDITY AND CAPITAL RESOURCES At September 30, 2001, we had $35.9 million in net working capital, a decrease of $2.1 million from December 31, 2000. Our primary sources of liquidity as of September 30, 2001 consisted of cash and cash equivalents, short-term investments and accounts receivable. Additionally, during October 2001, we secured a $15 million line of credit. We believe the above sources of liquidity are adequate to meet our future obligations. Our accounts receivable turnover averaged 123, 76 and 57 days for the periods ended September 30, 2001, December 31, 2000 and December 31, 1999. The increase in accounts receivable turnover from December 31, 2000 to September 30, 2001 was due to increased sales and additional revenue recognized for service provided, but unbilled due to the terms of certain contracts fulfilled during the nine months ended September 30, 2001. Additionally, customers have implemented new payment policies, which have slowed the collection process, but have not materially affected the collectibility of receivables. The allowance for doubtful accounts was $1.0 million at September 30, 2001, $1.3 million at December 31, 2000 and $1.3 million at December 31, 1999. During the nine months ended September 30, 2001, we used $8.8 million in cash from operating activities as compared to generating $3.3 million in cash during the same period in 2000. In 2001, the use of operating cash resulted primarily from higher accounts receivable, due to increased sales and decreased advanced billings to our customers. These amounts are partially offset by net income, higher depreciation and amortization, and an increase in deferred revenue, accounts payable and accrued expense balances at September 30, 2001. During the nine months ended September 30, 2001, we used $13.5 million of cash in investing activities which was comprised of $2.5 million net of cash acquired related to the acquisition of MMC, $3.8 million of cash paid based on the attainment of contingent payment goals established during the acquisitions of Consumer2Patient and Armand Scott, $5.2 million of cash to purchase computer, telephone and office equipment, resulting from our office relocation, and 2.0 million of cash to purchase a short-term investment which matures in November 2001. Financing activities during the nine-month period ended September 30, 2001 generated $1.7 million of cash through the exercise of stock options as compared to the use of $7.9 million of cash for the repurchase of common stock during the same period last year. 12 NEW ACCOUNTING PRONOUNCEMENTS During June 2001, the Financial Accounting Standards Board ("FASB") issued Statements of Financial Accounting Standards ("SFAS") No. 141, "Business Combinations" and No. 142, "Goodwill and Other Intangible Assets". SFAS No. 141 changes the accounting for business combinations, requiring that all business combinations be accounted for using the purchase method and that intangible assets be recognized as assets apart from goodwill if they arise from contractual or other legal rights, or if they are separable or capable of being separated from the acquired entity and sold, transferred, licensed, rented or exchanged. SFAS No. 141 is effective for all business combinations initiated after June 30, 2001. SFAS No. 142 specifies the financial accounting and reporting for acquired goodwill and other intangible assets. Goodwill and intangible assets that have indefinite useful lives will not be amortized but rather will be tested at least annually for impairment. SFAS No. 142 is effective for fiscal years beginning after December 15, 2001. SFAS No. 142 requires that the useful lives of intangible assets acquired on or before June 30, 2001 be reassessed and the remaining amortization periods adjusted accordingly. Previously recognized intangible assets deemed to have indefinite lives will be tested for impairment. Goodwill recognized on or before June 30, 2001, shall be assigned to one or more reporting units and will be tested for impairment as of the beginning of the fiscal year in which SFAS No. 142 is initially applied in its entirety. The Company is in the process of assessing the potential impact of the adoption of SFAS No. 142, which is effective for the Company as of January 1, 2002. The reassessment of intangible assets must be completed during the first quarter of 2002 and the assignment of goodwill to reporting units, along with completion of the first step of the transitional goodwill impairment tests, must be completed during the first six months of 2002. Total amortization of intangible assets and goodwill as of September 30, 2001 and December 31, 2000 was $7,664 and $5,232, respectively. In March 2000, the Financial Accounting Standards Board ("FASB") issued Interpretation No. 44, "Accounting for Certain Transactions Involving Stock Compensation--An Interpretation of APB Opinion No. 25". The interpretation clarifies the application of APB Opinion No. 25 in specified events. The interpretation became effective July 1, 2000, but covers certain events occurring during the period from December 15, 1998 through and including the effective date. To the extent that events covered by this interpretation occurred during the period after December 15, 1998, but prior to the effective date, the effects of applying this interpretation would be recognized on a prospective basis from the effective date. Accordingly, upon initial application of the final interpretation, (a) no adjustments would be made to the financial statements for periods before the effective date and (b) no expense would be recognized for any additional compensation cost measured that is attributable to periods before the effective date. The adoption of this interpretation did not have a material impact on the Company's consolidated financial position, results of operations and cash flows. The Securities and Exchange Commission ("SEC") issued Staff Accounting Bulletin ("SAB") No. 101 "Revenue Recognition", in December 1999. SAB No. 101 expresses the views of the SEC staff in applying generally accepted accounting principles to certain revenue recognition issues. In June 2000, the SEC issued SAB No. 101B to defer the effective date of the implementation of SAB No. 101 until the fourth quarter of fiscal 2000. Management has concluded that the implementation of this SAB did not have a material impact on its financial position or its results of operations. In June 1998, the FASB issued Statement of Financial Accounting Standards ("SFAS") No. 133, "Accounting for Derivatives and Hedging Activities," which establishes accounting and reporting standards of derivative instruments. In July 1999, the FASB approved SFAS No. 137, "Accounting for Derivative Instruments and Hedging Activities--Deferral of the Effective Date of FASB Statement No. 133," and in June 2000 approved SFAS No. 138, "Accounting for Certain Derivative Instruments and Certain Hedging Activities--an Amendment of FASB Statement No. 133," both of which amend SFAS No. 133. The Company will be required to adopt SFAS No. 133 in fiscal 2001 in accordance with SFAS No. 137. Management has concluded that the implementation of these pronouncements did not have a material impact on its financial position or its results of operations. 13 CERTAIN FACTORS THAT MAY AFFECT FUTURE RESULTS Certain statements contained in this report, including statements regarding the anticipated development of our business, the intent, belief or current expectations of our Company, our directors or our officers, primarily with respect to our business model and future operating performance of our business, trends in the mix of educational and marketing services revenues toward more value-added products, the possible effects aimed at improving costs and efficiencies, expectations regarding certain field force logistics relationships and related revenues and profits, operating performance and growth in 2001, the effects of loss of revenue and the magnitude and timing of revenues from new and existing clients, and expectations regarding business units within our business, and other statements contained herein regarding matters that are not historical facts, are "forward-looking" statements (as such term is defined in the Private Securities Litigation Reform Act of 1995). Because such statements are subject to risks and uncertainties, actual results may differ materially from those expressed or implied by such forward-looking statements. Factors that could cause actual results to differ materially from those expressed or implied by such forward-looking statements include, but are not limited to, the length and severity of the downturn in the airline and travel industries, including the Company's meetings business resulting from the September 11th terrorist attacks, a general recession, reduced spending by pharmaceutical companies, and those risks and uncertainties contained under the headings "Risk Factors" in the Company's Form 10-K for the year ended December 31, 2000. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK None 14 PART II - OTHER INFORMATION On or about May 25, 1999, one stockholder of the Company filed a putative class action lawsuit against the Company and certain of the Company's officers in the United States District Court for the District of New Jersey (the "Court"). The suit alleges that the Company, certain of its officers and directors, and certain institutional stockholders violated the federal securities laws by making material misrepresentations and omissions in certain public disclosures related to, among other things, the secondary offering made by the Company in May 1998, the Company's acquisition of Decision Point, Inc. in January 1998, the termination of the Company's relationship with Glaxo-Wellcome, and the impact of various events on the Company's earnings. On or about October 9, 2001, the Company entered into a memorandum of understanding to settle all claims in connection with the shareholder class action litigation pending in the Court. The proposed settlement will result in the release of all claims brought by the participating class action plaintiffs against the Company and its current and former officers and directors. The proposed settlement is subject to several significant conditions, including the negotiation and execution of definitive documentation, satisfaction by the Company that the settlement agreement includes the appropriate class members, and preliminary and final approval by the Court. The proposed settlement has no admission of liability by the Company or its current or former officers or directors and will be funded by payment from the Company's insurance carriers. In addition, the Company, from time to time, is involved in legal proceedings incurred in the normal course of business. The Company believes none of these proceedings will have a material adverse effect on the financial condition or liquidity of the Company. ITEM 2. CHANGES IN SECURITIES In July 2001, under the terms of the Asset Purchase Agreement ("Purchase Agreement") pursuant to which the Company purchased substantially all of the assets of Armand Scott, Inc. ("Armand Scott"), and upon the achievement of certain operating goals during the twelve-month period subsequent to the date of the purchase of Armand Scott, the Company issued 125,523 shares of its common stock to Armand Scott as a component of a contingent payment required to be made under the Purchase Agreement, in reliance upon the exemption from registration under Section 4(2) of the Securities Act. ITEM 3. DEFAULTS UPON SENIOR SECURITIES Not applicable. 15 ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS None ITEM 5. OTHER INFORMATION Not applicable. ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K None 16 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. BORON, LEPORE & ASSOCIATES, INC. Date: November 14, 2001 By: /s/ Patrick G. LePore ------------------------------- Patrick G. LePore Chief Executive Officer and Chairman of the Board (Principal Executive Officer) Date: November 14, 2001 By: /s/ Anthony J. Cherichella ------------------------------- Anthony J. Cherichella Chief Financial Officer, Secretary and Treasurer (Principal Financial and Accounting Officer) 17

BORON LEPORE & ASSOCIATES INC 10-Q