<PAGE>
 
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                                   FORM 10-K
(Mark one)

  [X]  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE
       ACT OF 1934 For the fiscal year ended December 31, 1998
                                       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:


                       BORON, LEPORE & ASSOCIATES, INC.
            (Exact name of registrant as specified in its charter)
                                        
                DELAWARE                                     22-2365997
     STATE OR OTHER JURISDICTION OF                       (I.R.S. EMPLOYER
     incorporation or organization)                    IDENTIFICATION NUMBER)

17-17 Route 208 North, Fair Lawn, New Jersey                     07410
  (Address of principal executive offices)                    (Zip Code)


                                (201) 791-7272
             (Registrant's telephone number, including area code)

         SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THIS ACT:

         SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THIS ACT:
                   COMMON STOCK (PAR VALUE $0.01 PER SHARE)

   Indicate by check mark whether the 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.

                        [X] Yes    [_]  No

   Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or Information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K.  [X]

   As of March 15, 1999, there were 12,684,062 shares of Common Stock
outstanding. The aggregate market value of shares of such Common Stock (based
upon the last sale price of $13.875 per share as of March 15, 1999 on the NASDAQ
National Market System) held by non-affiliates was approximately $130,274,234.

                      DOCUMENTS INCORPORATED BY REFERENCE

   Certain portions of the Registrant's Proxy Statement in connection with the
Registrant's 1999 Annual Meeting of Stockholders scheduled to be held in May
1999 are incorporated by reference in Part III hereof.
<PAGE>
 
   STATEMENTS MADE OR INCORPORATED INTO THIS FORM 10-K INCLUDE A NUMBER OF
FORWARD-LOOKING STATEMENTS WITHIN THE MEANING OF SECTION 27A OF THE SECURITIES
ACT OF 1933 AND SECTION 21E OF THE SECURITIES EXCHANGE ACT OF 1934. FORWARD
LOOKING STATEMENTS INCLUDE, WITHOUT LIMITATION, STATEMENTS CONTAINING THE WORDS
"ANTICIPATES", "BELIEVES", "EXPECTS", "INTENDS", "FUTURE", AND WORDS
OF SIMILAR IMPORT WHICH EXPRESS MANAGEMENT'S BELIEFS, EXPECTATIONS OR INTENTIONS
REGARDING THE COMPANY'S FUTURE PERFORMANCE. THE COMPANY'S ACTUAL RESULTS COULD
DIFFER MATERIALLY FROM THOSE SET FORTH IN THE FORWARD-LOOKING STATEMENTS.
CERTAIN FACTORS THAT MIGHT CAUSE SUCH A DIFFERENCE ARE DISCUSSED IN THE SECTION
ENTITLED "CERTAIN FACTORS THAT MIGHT AFFECT RESULTS" ON PAGE 19 OF THIS FORM
10-K.

ITEM 1. BUSINESS

GENERAL

   Boron, LePore & Associates, Inc. (the " Company" or "BLP") provides
outsourced promotional, marketing, educational and field sales force logistics
services to the pharmaceutical industry. The Company is a leading provider of
peer-to-peer meetings. BLP recently expanded the range of its services. Newer
service offerings include coordination of other types of meetings such as
symposia, continuing education conferences and video satellite conferences;
product marketing services; teleservices such as teledetailing, telemarketing,
sales support and fulfillment; contract sales services; and field sales force
logistics services. In March, 1998, the Company acquired a continuing medical
education company and in May, 1998, the Company purchased a continuing medical
education and clinical sales training company.

   The Company's predecessor, Boron, LePore & Associates, Inc., a New Jersey
corporation, was founded in 1981. In November 1996, the Company's predecessor
reincorporated in Delaware to form the Company by merging with and into BLA
Acquisition Corp., a newly-formed Delaware corporation. BLA Acquisition Corp.,
the surviving corporation, changed its name to Boron, LePore & Associates, Inc.,
upon consummation of the merger.


INDUSTRY AND COMPANY OVERVIEW

   Based on data from Scott-Levin, a healthcare marketing information company,
pharmaceutical companies spent approximately $1 billion in 1997 on promotional
and marketing meetings and events, including peer-to-peer meetings, symposia,
third party events and teleconferences. Pharmaceutical companies have relied for
many years on third party providers of promotional, marketing and educational
conferencing services. In recent years, changes in the pharmaceutical industry
have led to greater outsourcing of promotional, marketing and educational
functions. At the same time, pharmaceutical companies and providers of
promotional, marketing and educational services to such companies have broadened
their means of communicating with target audiences from traditional product
detailing, peer-to-peer meetings and in-person conferences to also include
teleconferences, satellite conferences and various other forms of teleservices.

   BLP's objective is to enhance its position as a leading provider of peer-to-
peer and other meetings and continue to expand its array of other outsourced
promotional, marketing, educational and logistical services, focused mainly on
the pharmaceutical industry. The principal elements of the Company's strategy
are to: (i) offer a broad range of promotional, marketing, educational and field
sales force logistics services; (ii) increase business with existing customers;
(iii) obtain new customers; (iv) target new audiences; and (v) pursue strategic
acquisitions.


SERVICES

   BLP's principal lines of business presently include: (i) promotional and
other conferencing services; (ii) educational conferencing services; (iii)
product marketing services; (iv) teleservices; (v) contract sales services; and
(vi) field sales force logistics services.

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 Promotional and Other Conferencing Services

   The Company conducts and produces conferences in a variety of formats and
through different forms of media. All of BLP's conferences are sponsored by the
Company's pharmaceutical company customers. The conferences are designed to
communicate the sponsoring pharmaceutical company's message to the physicians
and other healthcare professionals who attend. BLP's promotional conference
service is providing peer-to-peer meetings, which involve a small gathering of
physicians who are invited to meet in person or by teleconference to discuss a
particular drug or indication under the chairmanship of a Company trained and
employed moderator. Other conference services include providing symposia, which
are attended by a larger number of attendees and involve a more in-depth
presentation than peer-to-peer meetings, and video satellite conferencing. The
Company's meetings are not limited to these formats, however, as the Company
will coordinate meetings in any format that can effectively convey a customer's
message.

   Peer-to-Peer. Peer-to-peer meetings among physicians have been the historic
foundation of BLP's revenues and growth. Through peer-to-peer meetings,
pharmaceutical companies are able to convey information concerning their
products to physicians. Physicians who attend the meetings in turn have an
opportunity to exchange ideas, clinical experiences and opinions about current
therapies. Peer-to-peer meetings are particularly useful in connection with new
product launches and products that require an in-depth explanation of their
associated therapeutic benefits.

   Peer-to-peer meetings typically involve 10 to 12 healthcare practitioners,
primarily physicians, who are identified by a pharmaceutical company and
generally invited using the Company's telerecruiting center. The attending
physicians discuss therapeutic benefits of a new drug or new indication for a
familiar drug under the chairmanship of a Company trained moderator. The
meetings take place throughout the United States, either at a local hotel or
restaurant over dinner (a clinical experience program or "CEP") or by
teleconference (a clinical experience teleconference or "CET"). CET meetings are
increasingly popular because physicians have a greater choice of meeting times
and can interact with peers from around the country. The physicians who attend
peer-to-peer meetings receive non-cash honoraria consistent with applicable
American Medical Association (the "AMA") and pharmaceutical industry guidelines,
which they may donate to charity or use for the purchase of items such as
medical equipment or textbooks.

   BLP believes pharmaceutical companies select a peer-to-peer meeting provider
based on the ability of the provider to attract the invited physicians to attend
and the provider's performance record in communicating the customer's message
effectively. The Company's customers purchase prescription drug tracking data
from independent companies to measure the effectiveness of the peer-to-peer
meetings. The prescription drug tracking data generally has demonstrated that
physicians who attend the Company's meetings increase their prescriptions of
drugs reviewed at the meetings. The Company believes that its reputation, which
has been developed over 15 years of conducting peer-to-peer meetings,
facilitates recruiting physicians to attend its peer-to-peer meetings.

   The Company believes that its moderators have been an important factor in the
success of its peer-to-peer meetings. The Company historically has focused on
hiring individuals with industry experience as moderators. BLP has developed
training techniques to enable the moderators to lead effective peer-to-peer
meetings and communicate the therapeutic benefits of a drug. Moderators are
trained in such matters as how to best familiarize themselves with the product,
how to prepare the proper setting for a meeting, how to deliver an effective
presentation and how to coordinate the proper flow of information between the
moderator and the physicians and among the physicians. In addition, BLP performs
periodic quality reviews of its moderators and solicits feedback from customers
and physicians about each moderator.

   BLP's contracts for the coordination and production of peer-to-peer meetings
generally are fee based, although some contain a performance component which is
monitored through the use of the independent prescription tracking systems. The
Company's contracts typically require it to provide a certain number of meetings
(usually 100 to 300) over a specified period of time (typically three to six
months) on behalf of a customer. The terms of each of the Company's contracts
vary based upon the complexity of the individual arrangement, whether the
meetings will be CEP or CET meetings, the duration of the contract, the number
of meetings and attendees covered by the contract and the location for the
meetings. The volume of meetings coordinated and produced by the Company has
enabled it to obtain discount pricing and preferred scheduling from Mariott
Hotels, which has a dedicated sales representative in the Company's office, and
discount pricing from other vendors of services such as airline and overnight
courier services.

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   In 1998, 1997 and 1996, BLP conducted 12,822, 10,398 and 7,749 peer-to-peer
meetings, respectively. These meetings generated revenues of approximately $52.8
million in 1998, $45.1 million in 1997 and $33.4 million in 1996, representing
32.0%, 61.9% and 83.0%, respectively, of the Company's revenues in each of these
years.

   Symposia. The Company added symposia in the fourth quarter of 1996 to
complement its peer-to-peer meeting business. A Company organized symposium
generally involves attendance by approximately 50 to 300 physicians over a
weekend. The physicians hear presentations regarding a drug or treatment
protocol presented by a faculty of experts in the field for the purpose of being
trained to serve as consultants and spokespeople for the sponsoring
pharmaceutical company. The sponsoring company pays the faculty in the form of
fees or medical grants and reimburses faculty and attending physicians for their
travel expenses.

   Symposia are organized and conducted on an in-person basis by BLP throughout
the United States. BLP actively works with its customers to identify speakers
and select locations for each conference. The Company utilizes its in-house
travel agent and its other relationships with vendors to assist in coordinating
symposia. The Company believes that the key considerations for its customers in
selecting a provider for symposia are cost and the ability to effectively
organize a large medical conference.

   Pharmaceutical company sponsored symposia have been subject to past scrutiny
which had an adverse effect on the market for symposia services. Physician
attendance currently is subject to a number of industry and professional
association guidelines designed to prevent conflicts of interest. In particular,
these guidelines regulate the circumstances under which travel and lodging
reimbursement and other payments to physicians are permissible. In light of
these concerns, the Company adheres to its customers' instructions in conducting
symposia. In the event of changes in law, regulatory policy or applicable
industry or professional association guidelines or negative publicity concerning
symposia sponsored by the pharmaceutical industry, customers may choose to alter
their guidelines in ways that would make symposia and related consultancies less
attractive to physicians and pharmaceutical companies. In addition, restrictions
on such meetings could be imposed by governmental agencies, industry or
professional associations or the pharmaceutical companies themselves. Finally,
any of the Company's customers could be found to be in non-compliance with
relevant law, policy or guidelines in their handling of symposia. Any of these
events could have a material adverse effect on the demand for BLP's symposia
services.

   The Company's symposium contracts generally are fee based. The terms of each
of BLP's symposium contracts vary based upon the complexity of the individual
arrangement, the duration of the contract, the number of symposia covered by the
contract, and their location. The Company conducted 169 symposia in 1998, 48 in
1997 and four in 1996. Symposia accounted for revenues of approximately $28.9
million in 1998, $20.7 million in 1997 and $1.5 million in 1996, representing
17.5%, 28.3% and 3.8%, respectively, of the Company's revenues in each of these
years.

   Additional Conferencing Services. The Company provides a range of additional
conferencing services. The Company emphasizes flexibility and conducts meetings
in any format that can effectively communicate its customer's message. Video
satellite conferences are an example of one of the many possible formats for
meetings. Video satellite conferences are lectures sponsored by pharmaceutical
companies. The speakers typically are physicians or other medical experts who
are retained by the pharmaceutical company for a fee to discuss a new drug or
indication or other medical topic. The Company broadcasts the conferences via
satellite on television to various locations throughout the United States. The
video satellite conferences typically utilize interactive media involving one-
way video, two-way audio, and special keypads for audience participation. By
using new forms of technology and media in connection with such video satellite
conferences, and CET programs for peer-to-peer meetings, the Company seeks to
enable its clients to effectively and efficiently communicate medical
information to physicians so that physicians can better understand and utilize
pharmaceutical products.

 Educational Conferencing Services

   Physicians and other healthcare professionals must dedicate a minimum number
of hours to certified continuing education ("CE") to remain certified to
practice their respective professions in certain jurisdictions. BLP coordinates
CE conferences that are funded by pharmaceutical companies and held for
approximately 50 to 350 healthcare professionals, primarily physicians, at
various locations throughout the United States. Each CE conference is designed,
if applicable, to satisfy CE requirements in accordance with relevant
regulations or accreditation procedures. Not all of the educational conferences
conducted by the Company are intended to satisfy

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certified CE requirements. As with the Company's promotional conferencing
services, some of the CE programs are conducted by teleconference.

   The CE programs, which have been conducted by a separate division of the
Company, utilize certain of the Company's core competencies in handling
conferencing logistics. Because BLP has not historically been an accredited CE
service provider, it typically provided these programs in conjunction with an
accredited CE entity, such as a university, which is responsible for producing
the program curriculum and related educational materials. The CE programs are
frequently taped or otherwise recorded for further distribution to those
individuals who are unable to attend.

   In March 1998, BLP acquired substantially all of the assets of Strategic
Implications International, Inc., a privately-held company located in Vienna,
Virginia ("Strategic Implications"). Strategic Implications is a provider of
continuing medical education and other related services, and has received
accreditation by the American Council for Continuing Medical Education and the
American Council on Pharmaceutical Education to provide such services. Strategic
Implications is operated as a separate subsidiary of  BLP. In May 1998, BLP
acquired substantially all of the assets of Medical Education Systems, Inc., a
privately-held company located in Philadelphia, Pennsylvania ("MES"). MES is a
provider of continuing medical education and other related services. MES is
operated as a separate subsidiary of BLP.  Combined revenues for Strategic
Implications and MES totaled $19.3 million in 1998, representing 11.7% of the
Company's revenue in 1998.

 Product Marketing Services

   BLP introduced its product marketing service in 1996. The Company's customers
tend to focus their marketing efforts on their key products because of budgetary
and other constraints, and thus typically have a significant number of products
with relatively limited sales that are not heavily marketed, if at all. The
Company believes that the sales of certain of these products could be increased
if their therapeutic benefits were actively communicated to physicians or other
healthcare professionals. BLP believes it can leverage its customer
relationships and existing services to market some of these products
successfully by devising and implementing a variety of promotional and marketing
strategies.

   The Company anticipates that product marketing engagements typically will
involve the grant by a pharmaceutical company of rights to market a particular
product for a specified period. The Company will generally bear most marketing
costs during this period and in return share incremental revenue if the product
achieves specified sales objectives. The Company contemplates that some of these
engagements, however, may be fee based to some extent.

   The Company currently has the right in the United States to market Ponstel(R)
(a registered trademark of Parke-Davis), an analgesic for dysmenorrhea
manufactured by Parke-Davis, until July 2000, subject to extension by mutual
agreement for successive terms of twelve months. Under the contract, the Company
is compensated based on the increase in the sales of Ponstel(R) above an
established baseline. During 1998, the Company also had the right in the United
States to market Duricef(R) (a registered trademark of Bristol-Myers Squibb),
which the Company marketed for most of 1998.

   The Company believes that pharmaceutical companies and their product managers
may be attracted to product marketing services and the related revenue sharing
structure because it enables them to obtain incremental revenue with minimal
marketing expenses. The Company's product marketing service enables a product
manager to obtain active promotion of products in the manager's portfolio that
would not otherwise be actively promoted. The Company's involvement in product
marketing need not be limited to a particular stage of a drug's life cycle, as
the Company could obtain rights to market an underpromoted drug at any stage of
a product's life cycle or supply product support in a vacant sales territory.

   Product marketing is subject to a number of the same risks as the Company's
conferencing services, as well as additional risks that are not present in the
Company's conferencing services, including the risk that the Company will expend
resources to sell a product and not achieve the level of sales required to
realize any revenue from its efforts. BLP will seek to manage this risk by
carefully selecting the products it agrees to promote based on its assessment of
multiple criteria, including, but not limited to, the potential responsiveness
of the product to promotional activities, the capabilities of the pharmaceutical
company's sales force and information obtained from

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physicians. Product marketing is a new business area for the Company, and there
can be no assurance that the Company will establish a significant or lasting
presence in this market.

 Teleservices

   With the proliferation of multiple forms of interactive media in the 1990s,
companies in a variety of industries are increasingly using teleservices as a
means of communicating information directly to current and prospective customers
and widening the scope of their sales efforts. The Company has expanded its
teleservice capabilities, in part, because it is a cost-efficient means,
compared to in-person sales calls, to promote, market and sell pharmaceutical or
other healthcare products to the highly fragmented universe of physicians,
pharmacists and other healthcare professionals. For instance, the Company
believes that small to mid-sized pharmaceutical companies, whose detailing
forces are limited in size, may seek to expand their sales and marketing efforts
for certain products through telemarketing.

   BLP believes that the use of teletechnology as a means of marketing
pharmaceutical products is in an early stage of development and that there
exists a wide range of potential future uses, particularly in relation to
consumer healthcare. The Company's strategy involves leveraging its competitive
strengths, including its established customer relationships, existing market
position, broad range of available services and experience in communicating with
physicians and other healthcare personnel, to provide an integrated
communications strategy for its customers.

   With the opening of its teleservice center in Norfolk, Virginia in July 1997,
the Company's teleservices capability increased substantially. The Norfolk
teleservice center is capable of traditional modes of teleservice plus more
advanced forms of communication, such as internet and interactive computer
capabilities, which the Company uses for CE and other purposes. The Company
chose the Norfolk location as the site for its teleservice center based on the
results of an extensive east coast site selection study which noted, among other
factors, the existence of a large pool of available healthcare industry
personnel such as nurses, and a redundantly-wired, fiber optic cable
infrastructure resulting from the significant military presence in the area.

   As of December 1998, the Company had approximately 309 operational terminals
at the Norfolk facility. As a result of the new capacity at the Norfolk
facility, since September 1997 the Company has reduced the number of teleservice
terminals operational in New Jersey from 125 to approximately 6. With respect to
both its New Jersey and Norfolk teleservice facilities, the Company believes it
has adequate disaster recovery plans, including, among other protections, the
ability to regularly back-up data and to access auxiliary power when needed,
although there can be no assurance that such plans will be effective in the case
of an actual emergency.

   The Norfolk facility is being used for telemarketing, teledetailing (i.e.,
using the telephone to speak to physicians about pharmaceutical products),
telerecruiting for its conferencing services, in connection with its field force
logistics services and for an inbound consumer help line. BLP contemplates
broadening the activities of the center to include other traditional marketing
services targeted to the healthcare industry, including marketing and sales
support, physician recruitment and fulfillment (i.e., the fulfillment of
requests for items such as drug samples, product information packets, product
studies and other marketing and promotional materials) from the center's
adjacent warehouse of supplies. The Company's potential teleservice businesses
include: maintaining consumer health and drug and disease information lines;
handling general health information, wellness and triage calls; and disease
state education.

   BLP contemplates offering its teleservices to managed care companies as a
means of promoting proper drug use by their members. For instance, the Company
is exploring the possibility of providing information about drugs and holding
meetings about drug treatment for managed care patients who are failing to take
the medications prescribed by their physicians. The Company believes that such a
service could help reduce the costs of the managed care provider by improving
the health of its patients, while simultaneously providing information about a
pharmaceutical company's product.

   Teleservices is a new business area for the Company involving a number of the
same risks as the Company's conferencing services, as well as additional risks
not present in its traditional business, such as the risk of competition from
larger, established companies having greater resources and access to capital.
There can be no assurance that the Company will establish a significant or
lasting presence in this market.

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 Contract Sales Services

   BLP established a contract sales organization (the "CSO") in August 1997. The
Company believes that contract sales is another attractive outsourced service to
pharmaceutical companies because it allows a customer to shift fixed cost to
variable cost by outsourcing portions of its sales function and to respond
quickly to the need for alternative and additional sales support for its
products. The Company expects that the CSO will engage in traditional product
detailing efforts, which involve providing pharmaceutical product samples and
related promotional and educational materials to physicians. In addition, the
CSO will utilize advanced information technology and interface with the
teleservices business to offer clients a fully integrated sales approach. This
approach will include unique training, development and recruiting disciplines
designed to enable the CSO to compete effectively to service the specialized
needs of the pharmaceutical industry. BLP believes it can leverage its existing
customer relationships and market reputation to obtain projects for the CSO.

   The Company currently has five contracts for its CSO, and currently has
approximately 382 salaried sales representatives to service these contracts.
Combined revenues for the CSO organization totaled $23.0 million in 1998,
representing 14.0% of the Company's revenue in 1998.

   The Company expects that its CSO will continue to be structured along the
dedicated sales force model, with groups of sales persons recruited by BLP to
conduct sales for a particular client. The Company is currently in negotiations
to provide contract sales services for additional customers.

   BLP believes that the quality of sales representatives, speed of recruitment
and management of the CSO are the most important factors in responding to its
customers' needs for outsourced sales support. The Company believes that its
established reputation in the industry, its ability to provide an array of
complementary promotional services and its ability to recruit and staff new
sales forces in a timely manner will assist it in expanding its CSO in the
coming year.

   Contract sales is an area of business for BLP involving a number of the same
risks as the Company's conferencing services, as well as additional risks not
present in its traditional business, such as the risk of competition from
larger, established companies having greater resources and access to capital.
There can be no assurances that the Company will establish and maintain a
significant or lasting presence in this market.

 Field Sales Force Logistics Services

   The Company's customers generally provide their sales forces in the field
with budgets with which to engage in promotional and educational efforts.
Because these field sales representatives typically have been responsible for
planning, coordinating and implementing these efforts with in-house staff,
outside vendors and meeting participants, the Company believes that the
representatives have historically had to divert valuable time away from their
primary sales and education activities. BLP's field sales force logistics
organization was created to allow pharmaceutical companies to increase the
efficiency and reach of their field sales forces by providing integrated
outsource solutions for the sales forces' meeting planning, event coordination
and other logistical functions. The Company believes that field sales force
logistics represents a substantial, emerging business opportunity, and that its
historical expertise and ability to invest in technology provide it with a
strategic advantage in delivering such services to potential customers.

   The Company's field sales force logistics organization is designed to handle
all logistical matters for the field sales force of a customer upon the
direction of the sales force personnel. For example, a field sales
representative could contact a dedicated resource at BLP and request the
implementation of a meeting with doctors in an indicated field to be chaired by
a specified speaker. The Company would secure the meeting site, target and
generate the appropriate audience, identify and/or contact the speaker, arrange
for attendee and speaker travel arrangements, send out invitations and post-
meeting thank you notes, assist in obtaining any necessary approvals from the
home office and handle all other logistical details. BLP would also process and
make available to the sales representative all relevant programs and data on a
virtual basis via the internet and other forms of remote access.

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   BLP began forming a field sales force logistics organization in late 1997. In
March 1998, the Company signed a contract with a large pharmaceutical company to
provide field sales force logistical services for up to a two-year period.
Pursuant to that contract, the Company has created an organization of
approximately 80 employees dedicated to servicing the field sales force
logistics requirements of that customer. In December 1998, the Company signed a
contract with a pharmaceutical company to provide field sales force logistical
services for up to a three-year period. The Company is creating an organization
dedicated to servicing the field sales force logistics requirements of that
customer. BLP is currently in the preliminary stages of negotiations to provide
field sales force logistics services to other customers. Revenues for the field
sales force logistics organization totaled $35.5 million in 1998, representing
21.6% of the Company's revenue in 1998.

   Field sales force logistics is an area of business for BLP involving a number
of the same risks as the Company's conferencing services, as well as risks not
present in its traditional business, such as the risks that it will be unable to
efficiently implement the significant planning and coordination efforts required
by this business or that this new service will not be accepted generally by
pharmaceutical companies. There can be no assurance that the Company will
establish a significant or lasting presence in the market, or that this market
will continue to develop at all.


CUSTOMERS

   BLP believes that its relationships with its customers, which include many of
the largest pharmaceutical companies, are among its most important strategic
advantages. Prior to 1996, the Company's customers principally engaged the
Company to hold peer-to-peer meetings. Commencing in 1996, several of the
relationships expanded to include other services such as symposia, product
marketing, teleservices, contract sales and field sales force logistics.

   BLP's customer relations strategy focuses on maintaining strong relationships
with product managers and senior management at each of its customers and
providing creative, focused and result-oriented solutions to their marketing
needs. The Company's account managers (currently 20 individuals) develop
relationships principally with the product managers at the pharmaceutical
companies and spend significant time on-site at customer facilities. The
Company's account managers work with the product managers to implement, and in
some cases assist in developing, the customer's marketing plan within a
prescribed budget. Although the Company markets competing products from time to
time, it does not market such products through the same type of promotional or
marketing service without the consent of its customers.

   Revenue from two customers accounted for approximately $56.5 million (34%)
and $44.0 million (27%) of total revenue for the year ending December 31, 1998.

   In late 1998, the Company was advised that a significant customer would not
be making any new commitments for speaker training and advisory panel meetings
with the Company. This customer represented 27% of the Company's total revenues
during the year ended December 31, 1998. A substantial portion of this revenue
was comprised of speaker training and advisory panel meetings. Based on further
discussions with this customer, except for a limited amount of speaker training
revenue in the three-month period ending March 31, 1999, the Company believes it
will not produce any revenue related to this customer in 1999. The Company
believes it will be more successful by focusing on other existing and new
services which are more profitable than attempting to replace the anticipated
loss in speaker training and advisory panel meetings revenue, as such meetings
have a significantly lower gross margin percentage than other services. There
can be no assurance that the Company will be able to develop or grow services
quickly enough or with enough magnitude and profitability to mitigate the
reduction in profit related to the anticipated reduction in speaker training and
advisory panel meetings revenue. In addition, the Company will attempt to
replace the non-speaker training and advisory panel revenue from this customer
by increasing its peer-to-peer meeting and medical education business with
existing and new clients. There can be no assurance that the Company will be
able to build other customer relations to the level necessary to fully replace
the anticipated loss of non-speaker training and advisory panel revenue
previously generated by this client.

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COMPETITION

   The business of providing promotional, marketing and educational services to
the pharmaceutical industry is competitive. The business of providing
pharmaceutical conferencing services is highly fragmented and the Company's
competitors in this area generally include smaller, regionally focused companies
that provide a limited number of promotional, marketing and educational
services, usually focused on the pharmaceutical industry. Several of the
Company's competitors in this area, however, offer services that are somewhat
wider in scope. Although BLP believes it is a leading provider of peer-to-peer
meetings, there are many larger providers of symposia and educational
conferences.

   As BLP seeks to expand its range of services, it is likely to face
competition from companies which already have established a strong business
presence providing similar services to other businesses. The outsourced product
marketing business is currently in its formative stage and is expected to become
increasingly competitive. In addition, the sale of a pharmaceutical product and
its related assets to a third party is a competing strategy by which
pharmaceutical companies may seek to maximize returns from products that might
otherwise be candidates for the Company's product marketing services. A large
number of companies currently provide teleservices such as telemarketing and
teledetailing to companies in many industries including the pharmaceutical
industry, and many of these companies have greater resources and access to
capital than the Company. The provision of contract sales services is also a
relatively new and undeveloped industry in the United States, and the Company
faces significant competition in providing such services from larger,
established companies having greater resources and access to capital. For
instance, some of the Company's larger competitors have computerized resume
tracking systems for recruiting contract sales representatives.

   Overall, BLP believes that its most significant competition is potentially
from other companies that provide outsourced promotional, marketing, educational
and field sales force logistics services and large advertising agencies which
may seek to expand their service offerings. In addition, the pharmaceutical
companies' in-house marketing departments may provide similar services to those
provided by BLP and competition could increase as a result of the expansion of
the in-house marketing capabilities by BLP's customers or in the pharmaceutical
industry generally.

   BLP competes against other companies offering pharmaceutical conferencing and
other outsourced promotional, marketing and educational services on the basis of
such factors as reputation, quality, experience, performance record,
effectiveness of service, ability to offer a range of integrated services,
ability to provide services quickly and price. Some of the Company's
distinguishing characteristics are the longevity of its relationships with its
customers, its reputation for quality service and its ability to offer a
relatively broad range of services.


GOVERNMENT AND INDUSTRY REGULATION

   The healthcare industry is subject to extensive regulation. Various laws,
regulations and guidelines promulgated by government, industry and professional
bodies affect, among other matters, the provision, licensing, labeling,
marketing, promotion, sale and reimbursement of healthcare services and
products, including pharmaceutical products. Certain areas of the telemarketing
and teleservices industry recently also have become subjected to increasing
government regulation. It is possible that additional or amended laws,
regulations or guidelines could be adopted in the future.

   BLP's service offerings are affected by various guidelines promulgated by
industry and professional organizations. For example, certain ethical guidelines
promulgated by the AMA govern, among other matters, the receipt by physicians of
gifts from health-related entities. These guidelines govern the honoraria and
other items of pecuniary value which AMA-member physicians may receive in
connection with peer-to-peer meetings and symposia sponsored by the
pharmaceutical company customers of the Company. Similar regulations have been
implemented by other professional and industry organizations, such as the
Pharmaceutical Manufacturers Association, and some of the Company's customers
also have their own policies regarding such matters. The provision of CE
services is subject to compliance with guidelines promulgated by various
accreditation bodies. For instance, providers of continuing medical education
programs must comply with the rules of the Accreditation Council of Continuing
Medical Education (the "ACCME") in order for the provider of the program to
receive

                                       9
<PAGE>
 
accreditation from the ACCME. Other professional associations and some of the
Company's customers also have their own standards for continuing education
programs.

   The pharmaceutical industry is subject to extensive federal regulation and
oversight by the FDA. For instance, the Federal Food, Drug and Cosmetic Act, as
supplemented by various other statutes, regulates, among other matters, the
approval, labeling, advertising, promotion, sale and distribution of drugs,
including the practice of providing product samples to physicians. Under this
statute, the FDA asserts its authority to regulate all promotional activities
involving prescription drugs. For example, in connection with focus groups
conducted by one of the Company's competitors, the FDA recently issued warning
letters indicating concern about the manner in which the focus groups were
conducted, and the FDA also questioned the content of the information provided
to the focus group participants and requested delivery of remedial information.
Accordingly, the businesses of BLP and its customers, to the extent such
business involves promotion and marketing of pharmaceutical products, are
subject to the extensive regulation governing the pharmaceutical industry, and
there can be no assurance that the Company will not be subject to increased
regulatory scrutiny in the future.

   Certain portions of the telemarketing and teleservices industry have become
subject to increased federal and state regulation in recent years. The rules of
the Federal Communications Commission (the "FCC") under the Federal Telephone
Consumer Protection Act of 1991 limit the hours during which telemarketers may
call consumers and prohibit the use of automated telephone dialing equipment to
call certain telephone numbers. The Federal Telemarketing and Consumer Fraud and
Abuse Prevention Act of 1994 (the "TCFAPA") broadly authorizes the Federal Trade
Commission (the "FTC") to issue regulations prohibiting misrepresentation in
telephone sales. In August 1995, the FTC issued regulations under the TCFAPA
which, among other things, require telemarketers to make certain disclosures
when soliciting sales. The Company believes its operating procedures comply with
the telephone solicitation rules of the FCC and the FTC. However, there can be
no assurance that additional federal or state legislation, or changes in the
regulatory environment, would not limit the activities of the Company or its
customers in the future or significantly increase the cost of regulatory
compliance.

   The failure of BLP or its customers to comply with, or any change in, the
applicable regulatory requirements or professional organization or industry
guidelines could, among other things, limit or prohibit the Company or its
customers from conducting certain business activities, subject the Company or
its customers to adverse publicity, increase the costs of regulatory compliance
or subject the Company or its customers to monetary fines or other penalties.
Any such actions could have a material adverse effect on the Company.


LIABILITY AND INSURANCE

   Participants in the healthcare industry have become subject to an increasing
number of lawsuits alleging malpractice, product liability and other legal
theories, many of which involve large claims and significant legal costs. As a
provider of promotional, marketing, educational and field sales force logistics
services to the pharmaceutical industry, BLP is subject to the risk of being
named as a party in such lawsuits. As a result of its introduction of product
marketing services, teleservices and contract sales services, the Company
believes that the relative likelihood of becoming involved in litigation
regarding the information given or products sold or distributed by its personnel
has increased, with the attendant risks of significant legal costs, substantial
damage awards and adverse publicity. Even if any such claims ultimately prove to
be without merit, defending against them can result in adverse publicity,
diversion of management's time and attention and substantial expenses, which
could have a material adverse effect on the Company.

   BLP maintains insurance policies, including liability insurance, which it
believes to be adequate in amount and coverage for the current size and scope of
its operations. There can be no assurance, however, that the coverage maintained
by the Company will be sufficient to cover all future claims or will continue to
be available in adequate amounts or at a reasonable cost. During 1998, the
Company increased its insurance coverage in connection with expanding its
service offerings. In addition, although the Company's contracts with its
customers sometimes require the customer to indemnify the Company for the
customer's negligent conduct, the contracts do not provide for adequate
indemnification against many of the potential litigation risks facing the
Company and often require the Company to indemnify its customer for the
Company's negligence. BLP, therefore, could be held responsible for losses
incurred in connection with the performance of its services under the terms of
these contracts or otherwise and could incur substantial costs in connection
with legal proceedings associated with its services or the pharmaceutical
products with respect to which it provides services.

                                       10
<PAGE>
 
EMPLOYEES

  As of December 31, 1998, BLP had 1,094 employees, including 932 full-time
employees and 162 part-time employees. Of the full-time employees, 64 were
moderators, 43 were engaged in sales, 489 were engaged in sales support and
production, 382 were contract sales representatives, 6 were engaged in business
development and 110 were engaged in general and administration. The Company is
not party to a collective bargaining agreement with a labor union and considers
its relations with its employees to be good.

ITEM 2. PROPERTIES

  BLP's corporate headquarters are located in Fair Lawn, New Jersey, in
approximately 17,238 square feet of space occupied under a lease which expires
on July 31, 1999. In March 1998, the Company entered into a lease for 5,600
square feet of additional space in the same building as its corporate
headquarters. This lease expires on January 31, 2000. The Company currently
leases an additional 5,247 square feet of space for a call center in Fair Lawn,
New Jersey.

  The Company commenced operations at its teleservice center in Norfolk,
Virginia, in July 1997. The space for the teleservice center currently consists
of approximately 28,700 square feet under a lease expiring in July 2007, with
options to expand the lease space. BLP also has leased a 14,248 square foot
warehouse adjacent to the teleservice center which is intended to be used for
fulfillment functions.

  During 1998, the Company commenced operations on its field force logistics
business in Piscataway, New Jersey, in approximately 16,465 square feet of space
occupied under a lease which expires on January 1, 2003.

  During 1998, the Company acquired Medical Education Systems, Inc. ("MES").
The MES operations are located in Philadelphia, Pennsylvania, in approximately
12,316 square feet of space occupied under a lease which expires on March 31,
2008.

  In addition, the Company leases other sales offices around the United States
on a short-term basis to support its local sales and service operations.


ITEM 3. LEGAL PROCEEDINGS

  As previously disclosed, Thomas S. Boron, a former stockholder and officer of
the Company, filed a complaint on March 27, 1998 in the United States District
Court for the District of New Jersey against the Company, Patrick G. LePore and
Gregory F. Boron, senior officers and directors of the Company, and Michael W.
Foti and Christopher J. Sweeney, former officers of and current consultants to
the Company, alleging, among other matters, securities and common law fraud and
breach of contract in connection with the settlement of contractual arrangements
with Thomas S. Boron in December 1996. The damages sought by Thomas S. Boron are
not stated in the complaint. The Company's By-laws provide for mandatory
indemnification of the Company's officers and former officers to the fullest
extent authorized by the Delaware General Corporation Law against all expenses
incurred in proceedings in which an officer or former officer is involved as a
result of serving or having served as an officer, director or employee of the
Company. The Company believes the allegations of Thomas S. Boron are without
merit and intends to contest them vigorously. The Company believes that the
matter may involve significant litigation-related expenses but that it will not
have a material adverse effect on its financial condition or results of
operations; there can be no assurance, however, that this will be the case.

  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 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

  Not applicable.

                                       11
<PAGE>
 
                                    PART II

ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
        MATTERS

 (a) Market Information

  The Company's Common Stock, $.01 par value ("Common Stock") has been traded
on the NASDAQ National Market ("Nasdaq") since the Company's initial public
offering on September 23, 1997 and currently trades under the symbol "BLPG".
The following table sets forth the high and low of the closing sales prices for
the Company's Common Stock as reported by Nasdaq for the periods indicated:

<TABLE>
<CAPTION>
                                                    MARKET PRICES (1)
                                              -----------------------------
                                                  HIGH               LOW
                                                  ----               ----
<S>                                           <C>                  <C>
1997 Fiscal Quarters
--------------------
Third Quarter (2).............................   $24.125           $22.750
Fourth Quarter................................   $28.000           $19.625
                                                                          

1998 FISCAL QUARTERS                                                      
--------------------                                                      
First Quarter.................................   $36.750           $23.875
Second Quarter................................   $38.000           $27.875
Third Quarter.................................   $41.375           $30.000
Fourth Quarter................................   $43.000           $25.000 
</TABLE>

(1) The prices listed reflect inter-dealer prices without retail mark-up, mark-
    down or commission and may not necessarily represent actual transactions.
(2) From September 23, 1997, the effective date of the Company's initial public
    offering.

 Holders

   The number of record holders of the Company's Common Stock as of March 15,
1999 was approximately 61, although the Company believes that the number of
beneficial owners of Common Stock as of that date was substantially higher.

 Dividends

   The Company did not pay cash dividends on its Common Stock during the years
ended December 31, 1998 and December 31, 1997, and intends to retain all
available funds for use in the operation and expansion of its business. The
Company therefore does not anticipate  that any cash dividends on its Common
Stock will be declared or paid in the foreseeable future.

 Recent Sales of Unregistered Securities

   In March 1998, the Company purchased substantially all of the assets and
assumed certain liabilities of Strategic Implications International, Inc.
("SII"), a Maryland corporation.  The purchase price was $4.3 million in cash
and approximately 137,000 shares of the Company's common stock. The Company
continued to operate SII as an ongoing business unit during 1998.

   In May 1998, the Company purchased substantially all of the assets and
assumed certain liabilities of Medical Education Systems, Inc. ("MES"), a
Pennsylvania corporation. The purchase price was $10.0 million in cash and
160,103 shares of the Company's common stock. The Company continued to operate
MES as an ongoing business unit during 1998.

   In August 1998, the Company purchased substantially all of the assets and
assumed certain liabilities of Strategem Plus, Inc. ("Strategem"), a New Jersey
corporation.  The purchase price was $1.6 million in cash and 13,630 shares of
the Company's common stock.  The Company continued to operate Strategem as an
ongoing business unit during 1998.

                                       12
<PAGE>
 
ITEM 6. SELECTED FINANCIAL DATA

   The selected statement of operations data for the years ended December 31,
1998, 1997 and 1996 and the selected balance sheet data at December 31, 1998 and
1997 have been derived from the audited Financial Statements of the Company
included elsewhere in this Report on Form 10-K. The selected statement of income
data for the years ended December 31, 1995 and 1994 and the selected balance
sheet data at December 31, 1996, 1995 and 1994 have been derived from the
audited financial statements of the Company not included in this Report on Form
10-K. The following selected financial data should be read in conjunction with
the Financial Statements and the Notes thereto of the Company and Management's
Discussion and Analysis of Financial Condition and Results of Operations
included elsewhere in this Form 10-K.

<TABLE>
<CAPTION>
                                                                                YEARS ENDED DECEMBER 31,
                                                            ----------------------------------------------------------------
                                                                1998        1997          1996           1995        1994
                                                              ----------  ---------  ---------------  -----------  ---------
                                                                         (IN THOUSANDS, EXCEPT PER SHARE DATA)
<S>                                                         <C>           <C>        <C>              <C>          <C>
STATEMENT OF OPERATIONS DATA:
Revenues...................................................    $164,670     $72,907      $ 40,220         $21,775    $20,580
Cost of sales..............................................     115,712      51,580        26,005          12,788     12,378
                                                               --------     -------      --------         -------    -------
    Gross profit...........................................      48,958      21,327        14,215           8,987      8,202
Selling, general and administrative expenses...............      34,625      12,444        19,995(1)        6,341      6,536
                                                               --------     -------      --------         -------    -------
    Operating income (loss)................................      14,333       8,883        (5,780)          2,646      1,666
Interest (income) expense, net.............................      (1,664)      1,071           255              86         43
Nonrecurring loss on forgiveness of related party loan.....          --          --         1,076              --         --
                                                               --------     -------      --------         -------    -------
    Income (loss) before provision for income taxes........      15,997       7,812        (7,111)          2,560      1,623
Provision for income taxes(2)..............................       5,550       1,700            --              51         25
                                                               --------     -------      --------         -------    -------
    Net income (loss)......................................    $ 10,447     $ 6,112      $ (7,111)        $ 2,509    $ 1,598
                                                               ========     =======      ========         =======    =======
Net income (loss) per common share--basic..................       $0.88       $1.07        $(1.18)
                                                               ========     =======      ========
Weighted average common shares outstanding--basic..........      11,936       4,947         6,028
                                                               ========     =======      ========
Net income (loss) per common share--diluted................       $0.84       $0.72        $(1.18)
                                                               ========     =======      ========
Weighted average common shares outstanding--diluted(3).....      12,370       8,507         6,028
                                                               ========     =======      ========

<CAPTION> 
                                                                                       DECEMBER 31,
                                                              --------------------------------------------------------------
                                                                 1998        1997          1996            1995       1994
                                                              ---------     -------      --------         -------    -------
                                                                                     (IN THOUSANDS)
<S>                                                           <C>           <C>          <C>              <C>        <C>  
BALANCE SHEET DATA:
Cash and cash equivalents..................................    $ 36,924     $24,016      $  7,176         $   963    $    30
Working capital............................................      56,470      29,805         2,416           3,046         78
Total assets...............................................     125,102      51,056        23,097          10,499      5,128
Long-term debt, less current maturities....................          --          --        20,000           2,061        308
Redeemable equity securities...............................          --          --        12,500              --         --
Total stockholders' equity (deficit).......................      97,496      32,843       (29,387)          2,505        145
</TABLE>


(1) Includes $10.0 million for special officer bonuses, including $7.5 million
    as part of the TA Transaction and $0.6 million for fees related to the TA
    Transaction.
(2) The Company elected to be taxed under Subchapter S of the Code until
    December 4, 1996, and accordingly the provision for income taxes for all
    periods ending on or prior to such date reflects only state business tax
    expense, if any.
(3) Due to the effect of the TA Transaction on the Company's capital structure,
    per share data for the years ended prior to December 31, 1996 are not
    comparable to subsequent periods and, therefore, have not been presented.
    Weighted average common shares outstanding has been computed as provided in
    Note 3 to the Financial Statements of the Company included elsewhere in this
    Report on Form 10-K.

                                       13
<PAGE>
 
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
        RESULTS OF OPERATIONS

   The following discussion of the results of operations and financial condition
of the Company should be read in conjunction with the Company's Financial
Statements and the Notes thereto included elsewhere in this Report on Form 10-K.
This Report on Form 10-K contains forward-looking statements. Discussions
containing such forward-looking statements may be found in the material set
forth below, as well as in this Form 10-K generally. Prospective investors are
cautioned that any such forward looking statements are not guarantees of future
performance and involve risks and uncertainties. Actual events or results may
differ materially from those discussed in the forward-looking statements.


OVERVIEW

   Boron, LePore & Associates, Inc. ("BLP" or the "Company") provides outsourced
marketing, educational and sales services to the pharmaceutical industry.
Substantially all of the Company's customers are large pharmaceutical companies
seeking to communicate their messages to physicians and other healthcare
professionals on a cost-effective basis. The Company's objective is to enhance
its position as a leading provider of peer-to-peer and other meetings and to
continue to expand its array of other marketing, educational and sales services.

   Following several years of relatively modest revenue growth, BLP's revenues
have grown significantly since 1995. This growth resulted from increased
business with existing customers, the addition of new customers and the
expansion of services offered. The Company believes that the increase in
business with existing customers and the addition of new customers reflect
increased recognition of peer-to-peer meeting programs as an effective
promotional technique and increased levels of marketing and educational spending
in the pharmaceutical industry.

   Principal elements of the Company's growth strategy are further enhancing and
expanding its service offerings, continuing to increase business with existing
customers and obtaining new customers. As part of this strategy, over the last
three years, the Company has expanded its portfolio of services to include
symposia, medical education, product marketing, teleservices, contract sales and
field force logistics services. In connection with its expansion of services,
during 1997, the Company opened a new teleservice center in Norfolk, Virginia
and established a contract sales organization. In late 1997, the Company began
forming a field force logistics organization and, in March 1998, the Company
signed a contract with a large pharmaceutical company to provide field force
logistics services through December 1999. Such services include meeting
planning, event coordination and other logistical services. The contract
provides for a management fee component and a fee-for-service component. In
October 1998 the management fee for calendar year 1999 was established. The fee-
for-service component is dependent upon the level of services provided. In
December 1998, the Company signed its second field force logistics contract with
a pharmaceutical company to provide field force logistics services through
December 2001. This second contract is significantly smaller than the Company's
first field force logistics contract, and it also provides for a management fee
component and a fee-for-service component. The Company believes field force
logistics is a substantial, emerging business opportunity and that the Company's
historical expertise and ability to invest in technology provide it with a
strategic advantage. However, there can be no assurance that the Company will be
able to obtain additional field force logistics contracts or that the existing
contracts will be extended. Also in 1998, the Company continued to enhance its
newer service offerings, as it acquired two medical education companies and
added clients to its contract sales business.

   In late 1998, the Company was advised that a significant customer would not
be making any new commitments for speaker training and advisory panel meetings
with the Company. This customer represented 27% of the Company's total revenues
during the year ended December 31, 1998. A substantial portion of this revenue
was comprised of speaker training and advisory panel meetings. Based on further
discussions with this customer, except for a limited amount of speaker training
revenue in the three-month period ending March 31, 1999, the Company believes it
will not produce any revenue related to this customer in 1999. The Company
believes it will be more successful by focusing on other existing and new
services which are more profitable than attempting to replace the anticipated
loss in speaker training and advisory panel meetings revenue, as such meetings
have a significantly lower gross margin percentage than other services. There
can be no assurance that the Company will be able to develop or grow services
quickly enough or with enough magnitude and profitability to mitigate the
reduction in profit related to the anticipated reduction in speaker training and
advisory panel meetings revenue. In addition, the Company will attempt to
replace the non-speaker training and advisory panel revenue from this customer
by

                                       14
<PAGE>
 
increasing its peer-to-peer meeting and educational conferencing business with
existing and new clients. There can be no assurance that the Company will be
able to build other customer relations to the level necessary to fully replace
the anticipated loss of non-speaker training and advisory panel revenue
previously generated by this client.

   Although revenues from the Company's peer-to-peer meeting business grew from
$33.4 million in 1996 to $45.1 million in 1997 and then to $52.8 million in
1998, the Company does not anticipate that future growth of revenues from this
line of business will continue at such an accelerated rate. Furthermore, the
Company believes that the aforementioned loss of a significant customer will
negatively impact the Company's future peer-to-peer meeting revenue. In
addition, although revenues from the Company's symposia services (also known as
speaker training meetings) increased from $1.5 million in 1996 to $20.7 million
in 1997 and to $28.9 million in 1998, due to the aforementioned loss of the
significant customer and the Company's focus on replacing the speaker training
revenue related to this customer with revenue from other services, the Company
anticipates a significant decrease in symposia revenue in 1999 as compared to
1998.

   Certain of BLP's newer services, particularly symposia and field sales force
logistics, have lower gross margin percentages than the Company's historical
peer-to-peer meeting business, while other services, particularly educational
conferencing, have higher gross margin percentages than the Company's historical
peer-to-peer meeting business. As such, the mix of business generated from
indivdiual services could impact the Company's operating profit percentage. In
addition, the initial costs related to the Company's new teleservice center,
contract sales organization, development and implementation costs of the
Company's technology enhancement efforts and the establishment and build-out of
its field sales force logistics organization, negatively impacted the Company's
1998 financial performance. Due to those costs and the increase in the
proportion of symposia and field sales force logistics revenue during 1998
relative to 1997, its operating profit as a percentage of revenues in 1998 was
less than that achieved in 1997. The Company's objective is to enhance its
operating profit through efficiency efforts, carefully managing operating
expenses, improving its mix of revenue and increasing its overall revenue.
However, the Company's operating margins could be adversely affected if its
efforts to enhance the profitability of its services are not successful, the
proportion of symposia or field sales force logistics revenue to total revenues
is greater than anticipated, the proportion of educational conferencing revenue
is less than anticipated or total revenues do not grow sufficiently to fully
leverage its operating expenses.


RESULTS OF OPERATIONS

  The following table sets forth as a percentage of revenues certain items
reflected in the Company's Statement of Operations for the periods indicated.

<TABLE>
<CAPTION>
                                                                        YEARS ENDED DECEMBER 31,
                                                                -------------------------------------
                                                                    1998          1997           1996
                                                                    -----         ----           ----
<S>                                                             <C>              <C>            <C>
Revenues.....................................................      100.0%        100.0%         100.0%
Cost of sales................................................       70.3          70.7           64.7
                                                                   -----         -----         ------
Gross profit.................................................       29.7          29.3           35.3
Selling, general and administrative expenses.................       21.0          17.1           49.7
                                                                   -----         -----         ------
  Operating income (loss)....................................        8.7          12.2          (14.4)
Interest (income) expense, net...............................       (1.0)          1.5            0.6
Nonrecurring loss on forgiveness of related party loan.......         --            --            2.7
                                                                   -----         -----         ------
Income (loss) before provision for income taxes..............        9.7          10.7          (17.7)
Provision for income taxes...................................        3.4           2.3             --
                                                                   -----         -----         ------
  Net income (loss)..........................................        6.3%          8.4%         (17.7)%
                                                                   =====         =====         ======
</TABLE>
                                                                                
YEAR ENDED DECEMBER 31, 1998 COMPARED TO YEAR ENDED DECEMBER 31, 1997

   Revenues increased $91.8 million, or 126%, from $72.9 million in 1997 to
$164.7 million in 1998. This growth primarily resulted from the addition of
$34.5 million of revenue from field sales force logistics services, an increase
of $20.9 million of revenue from contract sales services, an increase of $18.9
million in educational conferencing services and a $17.5 million increase in
promotional conferencing services revenue. The increase in the Company's
promotional conferencing services revenue was comprised of an $8.2 million
increase in symposia

                                       15
<PAGE>
 
services revenue and an increase in revenue from peer-to-peer meetings and other
conferencing services of $9.3 million.
 
   Cost of sales increased $64.1 million, or 124%, from $51.6 million in 1997 to
$115.7 million in 1998. Cost of sales as a percentage of revenues decreased from
70.7% in 1997 to 70.3% in 1998. The decrease in cost of sales as a percentage of
revenues was primarily due to the increase in educational services revenue which
has a higher gross profit percentage than the Company's historical peer-to-peer
meeting business. This decrease was partially offset by an increased proportion
of field sales force logistics revenue, which, during 1998, had a lower average
gross profit than the Company's historical business due to the higher proportion
of production costs which are passed through to the customer with little or no
markup and a decreased proportion of symposia services.

   Selling, general and administrative expenses increased $22.2 million, or
178%, from $12.4 million in 1997 to $34.6 million in 1998. This increase was due
to the cost of personnel additions of approximately $12.6 million, including the
personnel of acquired companies, and an increase in other operating costs of
approximately $9.6 million incurred to support the Company's growth. Selling,
general and administrative expenses increased as a percentage of revenues from
17.1% in the prior year period to 21.0% in the current year period as the
percentage increase in selling, general and administrative expenses was
partially offset by the increase of revenues.

   Operating income increased $5.4 million from $8.9 million in 1997 to $14.3
million in 1998. Operating income as a percentage of revenues declined from
12.2% in 1997 to 8.7% in 1998. The decrease in operating income as a percentage
of revenues was primarily due to the aforementioned increase in selling, general
and administrative expenses as a percentage of revenues.

   Interest expense, net of interest income, was $1.1 million in 1997 compared
to $1.7 million of interest income in 1998. This change was due to a decrease in
interest expense in the current year period as compared to the prior year period
related to the Company's full repayment of its bank debt during 1997, and an
increase in interest income in the current year period as compared to the prior
year period related to the Company's higher average cash balance in the current
year period as compared to the prior year period.

   The provision for income taxes for 1998 was $5.6 million versus $1.7 million
for 1997, reflecting estimated Federal and state income tax expense partially
offset by the utilization of benefits from net deferred tax assets recognized on
the Company's December 31, 1996 balance sheet which are related to net operating
loss carryforwards previously not recognized.

YEAR ENDED DECEMBER 31, 1997 COMPARED TO YEAR ENDED DECEMBER 31, 1996

   Revenues increased $32.7 million, or 81%, from $40.2 million in 1996 to $72.9
million in 1997. This increase was primarily due to growth of the Company's
promotional and other conferencing services, which increased $30.9 million, or
88%. This growth resulted from the addition of $19.1 million of revenue from
symposia services, which were introduced by the Company in late 1996, and $11.8
million of incremental revenue from peer-to-peer meetings and other conferencing
services. Contract sales services, which were introduced by the Company in
August 1997, accounted for $2.2 million in revenue in 1997 and field force
logistics services, which were introduced by the Company in late 1997, accounted
for $1.0 million in revenue in 1997. These revenue increases were partially
offset by a $1.3 million decrease in revenues from educational services,
teleservices and product marketing services, on a combined basis.

   Cost of sales increased $25.6 million, or 98%, from $26.0 million in 1996 to
$51.6 million in 1997. Cost of sales as a percentage of revenues increased from
64.7% in 1996 to 70.7% in 1997. The increase in cost of sales as a percentage of
revenues was primarily due to the introduction of symposia services, which have
a lower average gross profit than the Company's historical business due to the
higher proportion of production costs which are passed through to the customer
with little or no markup, and a $0.9 million increase in moderator training
costs.

   Selling, general and administrative expenses decreased $7.6 million, or 38%,
from $20.0 million in 1996 to $12.4 million in 1997. This decrease was due to
1996 financial results containing $10.0 million for special officer bonuses,
including $7.5 million related to the TA Transaction in December 1996, and fees
of $0.6 million related to the TA Transaction, whereas 1997 financial results
contained no such special bonuses or fees. This decrease was partially offset by
an increase in outside services, rent, depreciation, and other operating
expenses of approximately $2.1 million incurred to support the Company's growth,
and the cost of personnel additions of approximately $0.9 

                                       16
<PAGE>
 
million. Selling, general and administrative expenses decreased as a percentage
of revenues from 49.7% in 1996 to 17.1% in 1997 primarily due to the special
officer bonuses and fees incurred in 1996, which amounted to 26.4% of 1996
revenues, and the aforementioned increase in revenues from 1996 to 1997.

   Operating income increased $14.7 million from an operating loss of $5.8
million in 1996 to an operating income of $8.9 million in 1997. Operating income
(loss) as a percentage of revenues improved from 14.4% operating loss in 1996 to
12.2% operating income in 1997. The improvement in operating income (loss) was
primarily due to the aforementioned decrease in selling, general and
administrative expenses as a percentage of revenues, partially offset by the
aforementioned increase in cost of sales as a percentage of revenues. The
decrease in selling, general and administrative expenses as a percentage of
revenues primarily related to the inclusion in 1996 of expenses relating to the
TA Transaction, which comprised 26.4% of 1996 revenues.

   In December 1996, the Company incurred a nonrecurring loss of approximately
$1.1 million resulting from the write-down of a promissory note from a former
affiliate. This note was purchased by certain of the Company's officers in
connection with the TA Transaction.

   Interest expense net of interest income increased from $0.3 million in 1996
to $1.1 million in 1997. This increase was primarily attributable to increased
borrowings in 1997, partially offset by increased interest income. The increased
borrowings were related to the Company's $20 million term loan which was entered
into in December 1996. The increase in interest income was related to increased
cash balances, primarily resulting from the Company's 1997 initial public
offering. The increase in interest expense net of interest income was also due
to the 1997 amount including a $0.3 million write-off of unamortized financing
fees and a $31,000 charge to terminate an interest rate swap agreement. Both of
these transactions were related to the Company's early settlement of its term
loan.

   The provision for income taxes for 1997 was $1.7 million, reflecting
estimated Federal and state income tax expense partially offset by the
utilization of benefits from net deferred tax assets recognized on the Company's
December 31, 1996 balance sheet which are related to net operating loss
carryforwards previously not recognized. Prior to December 4, 1996, the Company
had elected to be subject to taxation under Subchapter S of the Internal Revenue
Code of 1986, as amended (the "Code") and, therefore, no income tax expense was
recorded prior to such change in tax status. During the remaining portion of
1996, subsequent to the change in tax status, the Company incurred a net
operating loss. As such, the Company did not record a tax provision in 1996.


LIQUIDITY AND CAPITAL RESOURCES

   At December 31, 1998, the Company had $56.5 million in net working capital,
an increase of $26.7 million from December 31, 1997. As described below, $44.4
million of the Company's net working capital resulted from its secondary public
offering of Common Stock which was completed in the second quarter of 1998. The
Company's primary sources of liquidity as of December 31, 1998 consisted of cash
and cash equivalents, accounts receivable and borrowing availability under a
revolving credit facility.

   The Company's accounts receivable turnover averaged 93 days for the period
ended December 31, 1998 and 84 days for the period ended December 31, 1997. The
allowance for doubtful accounts was $0.5 million at December 31, 1998 and $0.4
million at December 31, 1997.

   During 1998, the Company used approximately $11.5 million in operating
activities and $20.4 million in investing activities. The $11.5 million used in
operating activities was primarily related to the substantial increase in
business experienced by the Company throughout 1998. The Company believes its
ability to generate cash flow from operations is inversely related to revenue
growth. As such, during periods of rapid growth the Company will use cash,
whereas during periods of slow growth the Company believes it will be able to
generate cash from operations. The $20.4 million of cash used in investing
activities was comprised of $15.9 million used for business acquisitions and
$4.5 million used to purchase computer, telephone and office equipment.

   Financing activities during 1998 generated $44.8 million of net cash inflows.
Included in these activities was the Company's secondary public offering in the
second quarter of 2,980,000 shares of Common Stock, of which 1,580,000 shares
were issued and sold by the Company at $30.00 per share, resulting in net
proceeds to the Company, after underwriter commissions and offering costs, of
approximately $44.4 million.

                                       17
<PAGE>
 
   The Company made payments of approximately $5.7 million during the first
quarter of 1999 based upon the attainment of contingent payment goals related to
the acquisitions of Medical Education Systems, Inc. ("MES") and Strategic
Implications International, Inc. In addition, the Company may be required to pay
an additional $5.0 million in contingent cash payments related to the purchase
of MES based on certain operating income goals of the acquired business, during
the period ending May 31, 1999.

   During the third quarter of 1998 the Company terminated its previous credit
facility which included a secured revolving credit facility and established an
unsecured revolving credit facility which provides for a $5.0 million revolving
credit facility. As of December 31, 1997 and 1998 there were no outstanding
borrowings under the previous revolving credit facility and the new revolving
credit facility.

   The Company anticipates spending for capital expenditures in 1999 to decrease
from the amounts incurred in 1997 and 1998, as the Company begins to experience
the benefits of the prior year's expenditures.


YEAR 2000

   During 1998, the Company conducted an extensive review of its computer
systems and operations to identify the areas that could be affected by the Year
2000 issue. A plan has been developed that focuses on the Company's information
systems and third-party relationships.

   The Company has developed a five phase Year 2000 program consisting of: Phase
I - detailed review and ranking of the components of the Company's systems that
may be vulnerable; Phase II - overall assessment of all items identified in
Phase I; Phase III - replacement of non-compliant systems and components; Phase
IV - testing of systems and components following replacement; and Phase V -
developing contingency plans to address the most reasonably likely worst case
scenarios. The Company has completed Phases I and II, and has made substantial
progress on Phases III and IV. The Company anticipates completion of all Phases
by June 1999.

   With respect to its third party relationships, the Company is in the process
of contacting its largest vendors, customers, and other material third parties
to assess the state of their Year 2000 readiness. The Company has commenced
contingency planning to address the most reasonably likely worst case Year 2000
scenarios with respect to its third party relationships, including developing
alternative third-party relationships, if necessary.

   Based on its efforts to date, the Company does not believe that the Year 2000
issue will have a material adverse effect on its financial condition or results
of operations. The Company's costs incurred to date associated with the Year
2000 issue are approximately $50,000. The Company estimates that the costs to
complete its five phase program, excluding any costs that may be incurred by the
Company as a result of the failure of any third parties to become Year 2000
compliant, will be approximately $200,000. There can be no assurance that the
timing and cost estimates related to the Year 2000 conversion will be accurate.
Actual results for the Company and third parties could differ materially from
those currently anticipated.


NEW ACCOUNTING PRONOUNCEMENTS

   In 1998, the Company adopted the Statement of Financial Accounting Standards
No. 131, "Disclosures about Segments of an Enterprise and Related Information"
("SFAS 131"). SFAS 131 supersedes FASB Statement No. 14, "Financial Reporting
for Segments of a Business Enterprise". SFAS 131 establishes standards for
reporting of financial information about operating segments in annual financial
statements. For the Company's disclosures related to SFAS 131, see Note number
17 in the Notes to Consolidated Financial Statements.

                                       18
<PAGE>
 
CERTAIN FACTORS THAT MAY AFFECT FUTURE RESULTS

   The statements contained in this report which are not historical facts are
forward-looking statements within the meaning of Section 27A of the Securities
Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934,
as amended. Because such statements include 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 Company's: ability to expand its peer-to-peer meetings
business with existing and new customers, ability to extend or replace its
existing contracts with its field sales force logistics and contract sales
customers, ability to grow new and existing services other than symposia,
dependence on the pharmaceutical industry, customer concentration, reliance on
new services for continued growth, management of growth, acquisition risks,
variation in quarterly operating results, regulation, potential litigation
exposure and reliance on certain personnel, and those risks and uncertainties
contained under the heading "Risk Factors" on page 6 of the Company's
Registration Statement on Form S-1 (File No. 333-51101) as filed with the
Securities and Exchange Commission.


ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

  None.

                                       19
<PAGE>
 
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA


                  INDEX TO CONSOLIDATED FINANCIAL STATEMENTS


                       BORON, LEPORE & ASSOCIATES, INC.

<TABLE>
<CAPTION>
                                                                                                            PAGE   
                                                                                                            -----  
<S>                                                                                                         <C>     
Report of Independent Public Accountants....................................................................   21  
Consolidated Balance Sheets as of December 31, 1998 and 1997................................................   22  
Consolidated Statements of Operations for the Years Ended December 31, 1998, 1997 and 1996..................   23  
Consolidated Statements of Stockholders' Equity for the Years Ended December 31, 1998,                             
   1997 and 1996............................................................................................   24  
Consolidated Statements of Cash Flows for the Years Ended December 31, 1998, 1997 and 1996..................   25   
Notes to Consolidated Financial Statements..................................................................   26 
</TABLE>

                                       20
<PAGE>
 
                    REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

TO BORON, LEPORE & ASSOCIATES, INC.:

  We have audited the accompanying consolidated balance sheets of Boron, LePore
& Associates, Inc. (a Delaware Corporation) and subsidiaries as of December 31,
1998 and 1997, and the related consolidated statements of operations,
stockholders' equity (deficit) and cash flows for each of the three years ending
December 31, 1998. These consolidated financial statements and schedule referred
to below are the responsibility of the Company's management. Our responsibility
is to express an opinion on these consolidated financial statements and
schedule based on our audits.

  We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

  In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Boron, LePore & Associates,
Inc. as of December 31, 1998 and 1997, and the results of its operations and its
cash flows for each of the three years ending December 31,1998 in conformity
with generally accepted accounting principles.

  Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The schedule liseted in the index to the
financial statements is presented for the purpose of complying with the
Securities and Exchange Commission's rules and is not part of the basic
financial statements. This schedule has been subjected to the auditing
procedures applied in our audits of the basic financial statements, and in our
opinion, fairly states in all material respects the financial data required to
be set forth therein in relation to the basic financial statements taken as a
whole.


                                  Arthur Andersen LLP

Roseland, New Jersey
February 2, 1999

                                       21
<PAGE>
 
                       BORON, LEPORE & ASSOCIATES, INC.
                                        
                          CONSOLIDATED BALANCE SHEETS
                                        
                                (IN THOUSANDS)


<TABLE>
<CAPTION>
                                                                                                       December 31,              
                                                                                               ------------------------------    
                                                                                                   1998             1997         
                                                                                                   ----             ----         
<S>                                                                                            <C>                  <C>          
                            ASSETS                                                                                               
Current assets:                                                                                                                  
  Cash and cash equivalents....................................................................     $ 36,924         $ 24,016
  Accounts receivable, net of allowance for doubtful accounts of
    $535 and $400 at December 31, 1998 and 1997, respectively..................................       44,394           21,764
  Prepaid expenses and other current assets....................................................        1,678              729
                                                                                                    --------         --------
     Total current assets......................................................................       82,996           46,509
Furniture, fixtures and equipment, at cost, net of accumulated depreciation
 of $2,036 and $849 at December 31, 1998 and 1997, respectively................................        7,884            4,454
Security deposits..............................................................................          182               73
Intangible assets..............................................................................       33,592               20
Other assets...................................................................................          448               --
                                                                                                    --------         --------
     Total assets..............................................................................     $125,102         $ 51,056
                                                                                                    ========         ========

            LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
  Accounts payable.............................................................................     $  5,138         $  3,838
  Accrued payroll..............................................................................        1,808            1,288
  Accrued expenses.............................................................................        9,981            4,604
  Deferred revenue.............................................................................        9,599            6,974
                                                                                                    --------         --------
     Total current liabilities.................................................................       26,526           16,704
                                                                                                    --------         --------
Deferred income taxes..........................................................................        1,080            1,509
                                                                                                    --------         --------
Commitments and contingencies..................................................................
Stockholders' equity:
  Preferred stock, $.01 par value, 2,000 shares authorized, none
    issued and outstanding.....................................................................           --               --
  Common stock, $.01 par value, 50,000 shares authorized; 16,882
    issued and 12,682 outstanding at December 31, 1998; 14,948 issued
    and 10,748 outstanding at December 31, 1997................................................          169              149
  Class A common stock, $.01 par value, none authorized, issued and
    outstanding................................................................................           --               --
  Class B common stock, $.01 par value, none authorized, issued and
    outstanding................................................................................           --               --
  Treasury stock, at cost, 4,200 shares at December 31, 1998 and 1997..........................      (24,350)         (24,350)

  Additional paid-in capital...................................................................      118,363           64,177
  Retained earnings (deficit)..................................................................        3,314           (7,133)
                                                                                                    --------         --------
     Total stockholders' equity................................................................       97,496           32,843
                                                                                                    --------         --------
     Total liabilities and stockholders' equity................................................     $125,102         $ 51,056
                                                                                                    ========         ========     
</TABLE>
                                                                                
   The accompanying notes are an integral part of these consolidated balance
                                    sheets.

                                       22
<PAGE>
 
                       BORON, LEPORE & ASSOCIATES, INC.

                     CONSOLIDATED STATEMENTS OF OPERATIONS

                     (IN THOUSANDS, EXCEPT PER SHARE DATA)

<TABLE>
<CAPTION>
                                                                                            YEARS ENDED DECEMBER 31,               
                                                                                     --------------------------------------        
                                                                                        1998          1997          1996           
                                                                                     ---------     ----------    ----------         
<S>                                                                                  <C>           <C>           <C>               
Revenues........................................................................      $164,670       $72,907        $40,220
Cost of sales...................................................................       115,712        51,580         26,005
                                                                                      --------       -------        -------
  Gross profit..................................................................        48,958        21,327         14,215
Selling, general and administrative expenses....................................        34,625        12,444         19,995
                                                                                      --------       -------        -------
  Operating income (loss).......................................................        14,333         8,883         (5,780)
Interest (income) expense, net of interest expense of $0 in
 1998, net of interest income of $461 and $56 in 1997 and.......................                                            
 1996, respectively.............................................................        (1,664)        1,071            255 

Nonrecurring loss on forgiveness of related party loan..........................            --            --          1,076
                                                                                      --------       -------        -------
  Income (loss) before provision for income taxes...............................        15,997         7,812         (7,111)
Provision for income taxes......................................................         5,550         1,700             --
                                                                                      --------       -------        -------
Net income (loss)...............................................................      $ 10,447       $ 6,112        $(7,111)
                                                                                      ========       =======        =======

Net income (loss) per common and common equivalent share:
Basic...........................................................................      $   0.88       $  1.07        $ (1.18)
                                                                                      ========       =======        =======
Diluted.........................................................................      $   0.84       $  0.72        $ (1.18)
                                                                                      ========       =======        =======

Weighted average number of common and common equivalent
shares:
Basic...........................................................................        11,936         4,947          6,028
                                                                                      ========       =======        =======
Diluted.........................................................................        12,370         8,507          6,028
                                                                                      ========       =======        =======         

</TABLE>
                                                                                


  The accompanying notes are an integral part of these consolidated financial
                                  statements.

                                       23
<PAGE>
 
                       BORON, LEPORE & ASSOCIATES, INC.

                CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

                     (IN THOUSANDS, EXCEPT PER SHARE DATA)

<TABLE>
<CAPTION>
                                                                     CLASS A    CLASS B               ADDITIONAL     RETAINED   
                                                                     --------   -------               -----------    --------   
                                                          Common      COMMON    COMMON     TREASURY     PAID-IN      EARNINGS   
                                                          -------    --------   -------    --------     ---------    --------   
                                                           STOCK      STOCK      STOCK      STOCK       CAPITAL      (DEFICIT)  
                                                           ------    --------   -------     -----       ---------    ---------  
<S>                                                       <C>        <C>        <C>       <C>         <C>            <C>        
BALANCE AS OF DECEMBER 31, 1995.........................    $ 57     $    --    $    --    $     --     $     --     $  2,448
 Net Loss...............................................      --          --         --          --           --       (7,111)
 Repurchase of minority stockholder's 1,548 shares
  of common stock.......................................      --          --         --        (644)          --           --
 Repurchase of minority stockholder's 1,720 shares
  of common stock.......................................      --          --         --        (970)      (6,175)          --
 Capital contributions by stockholders..................      --          --         --          --          451           --
 Retirement of 3,269 treasury shares of
  common stock..........................................      (4)         --         --       1,614         (451)        (189)
 Termination of S Corporation...........................      --          --         --          --        7,562       (7,562)
 Repurchase of 3,733 shares of common stock
  as treasury stock.....................................      --          --         --     (18,850)          --           --
 Issuance of 667 shares Class A common
  stock at $.428 per share..............................      --           7         --          --          278           --
 Issuance of 400 shares common stock at
  $.428 per share.......................................       4          --         --          --          167           --
 Stock issuance costs...................................      --          --         --          --          (19)          --
                                                            ----     -------    -------    --------     --------     --------
BALANCE AS OF DECEMBER 31, 1996.........................      57           7         --     (18,850)       1,813      (12,414)
 Net income.............................................      --          --         --          --           --        6,112
 Non cash compensation expense..........................      --          --         --          --           43           --
 Dividends on convertible participating preferred
  stock.................................................      --          --         --          --           --         (831)
 Net proceeds of initial public offering................      37          --         --          --       59,750           --
 Repurchase of minority stockholder's 467
  shares of common stock as treasury stock..............      --          --         --      (5,500)          --           --
 Conversion of convertible participating preferred
  stock to common stock.................................      47          --         --          --        2,453           --
 Issuance of Class A common stock.......................      --           1         --          --          118           --
 Conversion of Class A common stock to
  common stock..........................................       8          (8)        --          --           --           --
                                                            ----     -------    -------    --------     --------     --------
BALANCE AS OF DECEMBER 31, 1997.........................     149          --         --     (24,350)      64,177       (7,133)
 Net income.............................................      --          --         --          --           --       10,447
 Net proceeds of public stock offering..................      16          --         --          --       44,396           --
 Issuance of stock for business acquisitions............       3          --         --          --        9,403           --
 Issuance of stock for stock option exercises...........       1          --         --          --          387           --
                                                            ----     -------    -------    --------     --------     --------
BALANCE AS OF DECEMBER 31, 1998.........................    $169     $    --         --    $(24,350)    $118,363     $  3,314
                                                            ====     =======    =======    ========     ========     ========    
</TABLE>
                                                                                

  The accompanying notes are an integral part of these consolidated financial
                                  statements.

         

                                       24
<PAGE>
 
                       BORON, LEPORE & ASSOCIATES, INC.

                     CONSOLIDATED STATEMENTS OF CASH FLOWS

                                (IN THOUSANDS)

<TABLE>
<CAPTION>
                                                                                                   YEARS ENDED DECEMBER 31,   
                                                                                              --------------------------------
                                                                                                  1998       1997       1996     
                                                                                                ---------  ---------  ---------   
<S>                                                                                             <C>        <C>        <C>         
CASH FLOWS FROM OPERATING ACTIVITIES:                                                                                             
 Net income (loss)...........................................................................   $ 10,447   $  6,112   $ (7,111)
 Adjustments to reconcile net income (loss) to net cash used in operating activities:
  Depreciation and amortization..............................................................      2,296        360        113
  Nonrecurring loss on forgiveness of related party loan.....................................         --         --      1,076
  Write-off of unamortized deferred financing costs..........................................         --        271         --
  Non-cash compensation expense..............................................................         --         43         --
  Deferred income taxes......................................................................       (429)     1,509        (75)
  Changes in operating assets and liabilities, net of effects from acquisitions of businesses:
   Increase in accounts receivable, net......................................................    (13,669)    (6,795)    (7,561)
   Increase in prepaid expenses and other current assets.....................................       (880)      (475)       (58)
   (Increase) decrease in security deposits..................................................       (109)       (46)         1
   Increase in intangibles...................................................................         --         (1)      (353)
   Increase in other assets..................................................................       (428)        --         --
   Increase in due from affiliates...........................................................         --         --       (140)
   Decrease in due from officers.............................................................         --         --         28
   (Decrease) increase in accounts payable and accrued expenses..............................       (781)    (3,046)     9,929
   (Decrease) increase in deferred revenue...................................................     (7,912)       766      3,438
                                                                                                --------   --------   --------
  Net cash used in operating activities......................................................    (11,465)    (1,302)      (713)
                                                                                                --------   --------   --------

CASH FLOWS FROM INVESTING ACTIVITIES:
 Purchases of furniture, fixtures and equipment..............................................     (4,507)    (4,433)      (135)
 Acquisitions, net of acquired cash..........................................................    (15,920)        --         --
                                                                                                --------   --------   --------
  Net cash used in investing activities......................................................    (20,427)    (4,433)      (135)
                                                                                                --------   --------   --------

CASH FLOWS FROM FINANCING ACTIVITIES:
 Proceeds from long-term debt................................................................         --         --     20,000
 Proceeds from revolving line of credit......................................................         --         --      1,000
 Repayments of long term debt and revolving line of credit...................................         --    (21,000)    (2,302)
 (Redemption of) proceeds from convertible participating preferred stock.....................         --    (10,831)    12,500
 Proceeds from the issuance of common stock..................................................     44,412     59,787        171
 Proceeds from the issuance of Class A common stock..........................................         --        119        285
 Capital contributions by stockholders.......................................................         --         --        451
 Proceeds from exercise of stock options.....................................................        388         --         --
 Payment of stock issuance costs.............................................................         --         --        (19)
 Repurchase of treasury stock from stockholders..............................................         --         --    (18,850)
 Repurchase of treasury stock from former stockholders.......................................         --     (5,500)    (6,175)
                                                                                                --------   --------   --------
  Net cash provided by financing activities..................................................     44,800     22,575      7,061
                                                                                                --------   --------   --------
  Net increase in cash.......................................................................     12,908     16,840      6,213
CASH AND CASH EQUIVALENTS, beginning of period...............................................     24,016      7,176        963
                                                                                                --------   --------   --------
CASH AND CASH EQUIVALENTS, end of period.....................................................   $ 36,924   $ 24,016   $  7,176
                                                                                                ========   ========   ========

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid during the period for:
 Interest....................................................................................   $     --   $  1,614   $    321
 Taxes.......................................................................................   $  5,515   $    252   $     20
</TABLE>

  The accompanying notes are an integral part of these consolidated financial
                                  statements.

                                       25
<PAGE>
 
                       BORON, LEPORE & ASSOCIATES, INC.

                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                (IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)

1. DESCRIPTION OF THE BUSINESS:

BUSINESS:

     Boron, LePore & Associates, Inc. and subsidiaries (the "Company")
provides outsourced marketing, educational and sales services to the
pharmaceutical industry. The Company was founded in 1981 and has become a
leading provider of peer-to-peer meetings, which typically involve gatherings of
10 to 12 physicians meeting under the chairmanship of a Company moderator to
discuss a new drug or new indication for a familiar drug. The Company also
conducts meetings such as symposia, continuing education conferences and video
satellite conferences; product marketing services; teleservices such as
teledetailing, telemarketing, sales support and fulfillment; contract sales
services; and field force logistics services.

INCORPORATION AND MERGER:

     On November 22, 1996, BLA Acquisition Corporation ("BLA") was
incorporated in the State of Delaware. On November 27, 1996, the stockholders of
BLA and the stockholders of Boron, LePore & Associates, Inc., all under common
control, unanimously approved the Agreement and Plan of Merger ("Merger
Agreement") of the two companies. On December 3, 1996, the merger became
effective and was accounted for comparable to a pooling of interests. The
surviving corporation was BLA, which subsequently changed its name to Boron,
LePore & Associates, Inc. (the "Company").

     On December 4, 1996, the Company amended and restated its certificate of
incorporation to include the authority to issue 26,400,000 shares of common
stock.

     On September 24, 1997, the Company completed the initial public offering of
3,735,000 shares (including the underwriters' over allotment of 135,000 shares)
of Common Stock at $17.50 per share resulting in net proceeds, after underwriter
commissions and offering costs, of approximately $59,800 (the "IPO"). Of these
net proceeds, approximately $19,600 was used to retire outstanding debt and pay
related interest expense, approximately $10,800 was used to redeem all shares of
Redeemable Preferred Stock and related accumulated dividends and approximately
$5,600 was used to purchase 466,666 shares of Common Stock from a former officer
of the Company.

     In connection with the IPO, the authorized stock of the Company was
increased on September 22, 1997 to 50,000,000 shares of $.01 par value common
stock and 2,000,000 shares of $.01 par value preferred stock. Upon completion of
the IPO, all outstanding shares of non-voting Class A Common Stock converted
into shares of Common Stock. Also upon completion of the IPO, the Convertible
Participating Preferred Stock of the Company converted into 4,666,666 shares of
Common Stock and 5,600,000 shares of Redeemable Preferred Stock which, as
described above, was redeemed with a portion of the net proceeds of the IPO.

     On May 27, 1998, the Company completed a secondary stock offering of
2,980,000 shares (including the underwriters' over allotment of 80,000 shares)
of Common Stock at $30.00 per share resulting in net proceeds, after underwriter
commissions and offering costs, of approximately $44,400 (the "Secondary
Offering"). The Company intends to use these net proceeds from the Secondary
Offering for working capital and other general corporate purposes, including the
funding of potential acquisitions.

     All share amounts have been retroactively adjusted to reflect a two-for-
three reverse stock split which occurred on September 11, 1997.

                                       26
<PAGE>
 
                       BORON, LEPORE & ASSOCIATES, INC.

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

                (IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
                                        

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

USE OF ESTIMATES:

     The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.

CONSOLIDATION:

     The consolidated financial statements include the accounts of Boron, LePore
& Associates, Inc. and its wholly owned subsidiaries. All significant
intercompany balances and transactions have been eliminated.

RECLASSIFICATION:

     Certain prior year balances have been reclassified to conform to current 
year presentation.

CASH AND CASH EQUIVALENTS:

     The Company considers all highly liquid investments purchased with a
maturity of three months or less to be cash equivalents.

REVENUE RECOGNITION:

     Revenue is recognized as services are performed. For conferencing services,
revenue is recognized upon completion of the meeting or symposia. Revenue for
multiple-meeting projects is attributed to individual meetings based on an
average amount per meeting, and is recognized as individual meetings are
completed. Revenue for product marketing services is recognized in the period
contractual performance benchmarks are achieved and confirmed by the client.
Revenue for teleservices and field force logistics services are recorded in the
period the services are performed, based on the specific terms of the contract.

     Customers are invoiced according to agreed upon billing terms. Items which
are invoiced prior to performance of the related services are recorded as
deferred revenue and are not recognized as revenue until the required service is
provided, in accordance with the Company's revenue recognition policy.

     The Company is entitled to performance incentives under certain contracts.
The additional revenues are computed based on a formula specified in each
contract and are primarily dependent upon increases in market share for a
customer's product. The market share statistics are measured over a future
period of time specified in the contract. If the contract permits invoicing for
portions of the performance incentives prior to the calculation of actual market
share results, the revenues are deferred at the time of invoicing. Included in 
deferred revenue are performance incentive revenues of $0 and $729, as of 
December 31, 1998 and December 31, 1997, respectively.

DEPRECIATION AND AMORTIZATION:

     Depreciation and amortization is provided on the straight-line method over
the estimated useful lives of the related assets, generally a three to ten year
period. Expenditures for repairs and maintenance are expensed as incurred while
renewals and betterments are capitalized.

INTANGIBLE ASSETS:

     Intangible assets generally represent goodwill associated with the excess
of purchase price over net assets acquired, non-compete agreements and deferred
financing costs. Goodwill is generally amortized over a period not to exceed 20
years, and other intangible assets are amortized over the term of the related
agreement or debt

                                       27
<PAGE>
 
                       BORON, LEPORE & ASSOCIATES, INC.

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

                (IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
                                        

instrument. During December 1996, as part of a Preferred Stock Purchase
Agreement (see Note 13), the Company incurred certain financing costs related to
the transaction. The costs were comprised primarily of commitment fees related
to long-term debt financing costs and totaled $312. Such amount was being
amortized over the life of the debt instrument. During September 1997, in
conjunction with the Offering and the settlement of all outstanding bank debt
(See Note 4), the Company wrote-off the remaining balance of unamortized
deferred financing costs, which amounted to approximately $270.

  The Company recognized amortization expense of $985, $55 and $8 for the years
ending December 31, 1998, 1997 and 1996, respectively, and has recognized
accumulated amortization expense of $1,048 through December 31, 1998.

INCOME TAXES:

  On December 4, 1996, the Company began operations as a Delaware corporation
and was subject to Federal and state corporate tax rates as a "C" corporation
(see Note 8). The Company has adopted the provisions of Statement of Financial
Accounting Standards No. 109, "Accounting for Income Taxes" ("SFAS 109"). This
standard requires the use of the asset and liability method of accounting for
income taxes. Under this method, deferred tax assets and liabilities are
determined based on temporary differences between financial reporting and tax
bases of assets and liabilities, tax credit carryforwards and operating loss
carryforwards. A valuation allowance is established to reduce deferred tax
assets if it is more likely than not that such deferred tax assets will not be
realized. For all periods prior to December 4, 1996, the shareholders of the
Company were treated as an "S" corporation for both Federal and state income tax
purposes, and accordingly the provision for income taxes for all periods ending
on or prior to such date reflects only certain state taxes.

LONG-LIVED ASSETS:

  The Company has adopted the provisions of Statement of Financial Accounting
Standards No. 121, "Accounting for the Impairment of Long-lived Assets" ("SFAS
121"). SFAS 121 requires, among other things, that an entity review its long-
lived assets and certain related intangibles for impairment whenever changes in
circumstances indicate that the carrying amount of an asset may not be fully
recoverable. As a result of its review, the Company does not believe that any
such changes in circumstances have occurred.

STOCK BASED COMPENSATION:

  The Company has adopted the provisions of Statement of Financial Accounting
Standards No. 123, "Accounting for Stock-Based Compensation" ("SFAS 123"). SFAS
123 requires that an entity account for employee stock compensation under a fair
value based method. However, SFAS 123 also allows an entity to continue to
measure compensation cost for employee stock-based compensation using the
intrinsic value based method of accounting prescribed by APB Opinion No. 25,
"Accounting for Stock Issued to Employees" ("Opinion 25"). The Company elected
to remain with the accounting under Opinion 25 and has made the pro forma
disclosures of net income and earnings per share as if the fair value based
method of accounting under SFAS 123 had been applied (See Note 14).

                                       28
<PAGE>
 
                       BORON, LEPORE & ASSOCIATES, INC.

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

                (IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
                                        

EARNINGS PER SHARE:

     The provisions of Statement of Financial Accounting Standards No. 128,
"Earnings Per Share" ("SFAS 128") require the presentation of basic earnings per
share ("Basic EPS") and diluted earnings per share ("Diluted EPS"). Basic EPS is
calculated by dividing income available to common shareholders by the weighted
average number of shares of common stock outstanding during the period. Diluted
EPS is calculated by dividing income available to common shareholders by the
weighted average number of common shares outstanding for the period adjusted to
reflect potentially dilutive securities (See Notes 3).

NEW ACCOUNTING PRONOUNCEMENTS

   In 1998, the Company adopted Statement of Financial Accounting Standards No.
131, "Disclosures about Segments of an Enterprise and Related Information"
("SFAS 131"). SFAS 131 supersedes FASB Statement No. 14, "Financial Reporting
for Segments of a Business Enterprise". SFAS 131 established standards for
reporting of financial information about operating segments in annual financial
statements (See Note 17).

                                        
3. EARNINGS PER SHARE:

   In accordance with SFAS 128, the following table reconciles income and share
amounts used to calculate basic earnings per share and diluted earnings per
share.

<TABLE>
<CAPTION>
                                                                              FOR THE YEARS ENDED DECEMBER 31,
                                                                        --------------------------------------------
                                                                           1998              1997           1996
                                                                        -----------       ----------      ----------
<S>                                                                     <C>               <C>             <C>
Numerator:
Net income (loss)--Diluted..........................................    $    10,447       $    6,112      $   (7,111)
Less dividends on convertible participating preferred stock.........             --             (831)             --
                                                                        -----------       ----------      ----------
Net income (loss)--Basic............................................    $    10,447       $    5,281      $   (7,111)
                                                                        ===========       ==========      ==========
 
Denominator:
Weighted average shares outstanding--Basic..........................     11,935,773        4,947,018       6,027,869
Incremental shares from assumed conversions of options..............        434,126          159,364              --
Convertible participating preferred stock...........................             --        3,400,911              --
                                                                        -----------       ----------      ----------
Weighted average shares outstanding--Diluted........................     12,369,899        8,507,293       6,027,869
                                                                        ===========       ==========      ==========
 
Net income (loss) per share--Basic..................................    $      0.88       $     1.07      $    (1.18)
                                                                        ===========       ==========      ==========
Net income (loss) per share--Diluted................................    $      0.84       $     0.72      $    (1.18)
                                                                        ===========       ==========      ==========
</TABLE>
                                        

4. LONG-TERM DEBT:

   During 1996, the Company entered into a borrowing agreement with a bank. The
borrowing agreement provided for a $5,000 revolving credit facility and a
$20,000 term loan (the "Credit Facility"). The interest rates on the loans vary
and are a function of the stated LIBOR rate and the effective prime rate as
defined in the Agreement. In September 1997, in conjunction with the Offering,
the Company repaid the then outstanding balance of the term loan, $19,500, and
$1,000 outstanding under the revolving credit facility. In connection with this
debt repayment, the Company wrote-off the balance of unamortized deferred
financing costs related to the credit facility, resulting in a charge of
approximately $270. During 1998, the Company renegotiated the revolving credit
facility. Under the new loan agreement, the Company may borrow up to $5,000 on
an unsecured basis. As of December 31, 1998, there were no outstanding
borrowings under the revolving credit facility and $5,000 was available for
future borrowings.

                                       29
<PAGE>
 
                       BORON, LEPORE & ASSOCIATES, INC.

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

                (IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)

                                        
5. FURNITURE, FIXTURES AND EQUIPMENT:

  Furniture, fixtures and equipment consists of:

<TABLE>
<CAPTION>
                                                                                DECEMBER 31,
                                                                        ---------------------------
                                                                            1998           1997
                                                                        -------------  -------------
<S>                                                                     <C>            <C>
Telephone and computer equipment......................................       $ 7,206         $3,467
Office equipment......................................................         2,080            937
Other.................................................................           634            899
                                                                             -------         ------
                                                                               9,920          5,303
Less: Accumulated depreciation........................................        (2,036)          (849)
                                                                             -------         ------
Furniture, fixtures and equipment net of accumulated depreciation.....       $ 7,884         $4,454
                                                                             =======         ======
</TABLE>
                                        
  Depreciation expense was $1,311, $305 and $105 for the years ending December
31, 1998, 1997 and 1996, respectively.

6. ACCRUED EXPENSES:

   Accrued expenses are comprised of the following:

<TABLE>
<CAPTION>
                                                                DECEMBER 31,
                                                   ------------------------------------
                                                          1998              1997
                                                     ---------------  -----------------
   <S>                                               <C>              <C>
   Accrued honoraria..............................            $2,470             $3,549
   Accrued earnout................................             5,700                 --
   Accrued income taxes...........................               712                 --
   Other accrued expenses.........................             1,099              1,055
                                                              ------             ------
   Accrued expenses...............................            $9,981             $4,604
                                                              ======             ======
</TABLE>
                                        
7. COMMITMENTS AND CONTINGENCIES:

OPERATING LEASES:

  The Company leases office space, automobiles, and equipment under various
operating leases expiring in 2008. Approximate annual lease commitments for the
next five years and thereafter are as follows:

<TABLE>
   <S>                                           <C>
   1999.....................................     $2,014
   2000.....................................      1,177
   2001.....................................        920
   2002.....................................        851
   2003.....................................        611
   2004 and thereafter......................      2,462
</TABLE>

   Rent expense charged against operations approximated $1,530, $525 and $387
for the years ended December 31, 1998, 1997 and 1996, respectively.

                                       30
<PAGE>
 
                       BORON, LEPORE & ASSOCIATES, INC.

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

                (IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
                                        

LITIGATION:

   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. Additionally, a former shareholder/officer of the Company has sent
correspondence to the Company alleging securities and common law fraud and
breach of contract by senior officers of the Company in connection with the
settlement of contractual arrangements with the former shareholder/officer in
December, 1996. The Company believes the allegations of the former
shareholder/officer are without merit and intends to contest them vigorously
should litigation be commenced against the Company, its officers or other
personnel. The Company does not believe that this matter will have a material
adverse effect on its financial condition or results of operations, although
there can be no assurance that this will be the case.

EMPLOYMENT AGREEMENTS:

   The Company has entered into employment agreements with its executive
officers and certain other senior management employees, some of whom are
stockholders of the Company. The agreements specify duties, benefits,
confidentiality and miscellaneous other provisions. The employment agreements
generally have initial terms of no greater than three years, with one year
renewals after such initial term. During 1997, two officers of the Company
became consultants and their employment agreements were amended. At December 31,
1998, the maximum contingent liability related to consulting and employment
agreements is approximately $3,278.

8. INCOME TAXES:

   The components of the provision (benefit) for income taxes are summarized as
follows for the years ending December 31:

<TABLE>
<CAPTION>
                        1998          1997           1996
                     -----------   -----------     ----------
   <S>               <C>           <C>             <C>
   Current.........       $5,979        $  191          $  75
   Deferred........         (429)        1,509            (75)
                          ------        ------          -----
   Total...........       $5,550        $1,700          $  --
                          ======        ======          =====
</TABLE>
                                                                                
  As discussed in Note 2 the Company began operating as a "C" Corporation on
December 4, 1996. The following table indicates the significant elements
contributing to the difference between the Federal statutory rate and the
Company's effective tax rate--

<TABLE>
<CAPTION>
                                                                     1998        1997
                                                                    -------------------
   <S>                                                              <C>         <C>
   Federal statutory rate........................................      34.0%       34.0%
   State taxes net of Federal effect.............................       6.0         6.0
   Utilization of net operating loss carryforwards, net of   
        valuation allowance......................................      (6.3)      (20.7)
   Alternative minimum tax.......................................        --         2.5
   Other.........................................................       1.0          --
                                                                       ----       -----
   Effective tax rate............................................      34.7%       21.8%
                                                                       ====       =====
</TABLE>

   Deferred income taxes represent the tax effect of the difference between book
and tax bases of assets and liabilities. The major components of deferred tax
assets and liabilities as of December 31 are as follows:

                                       31
<PAGE>
 
                       BORON, LEPORE & ASSOCIATES, INC.

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

                (IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)


<TABLE>
<CAPTION>
                                                    1998        1997 
                                                  --------    --------
   <S>                                            <C>         <C>            
   Net operating loss carryforward..............  $    --     $ 1,755        
   Allowance for doubtful accounts..............      214         160        
   Other operating reserves.....................       57          44        
   Tax over book depreciation...................     (180)        (24)       
   Cash to accrual liability....................   (1,171)     (1,880)       
   Alternative minimum tax credit...............       --         191        
                                                  -------     -------        
      Subtotal..................................   (1,080)        246        
   Valuation allowance..........................       --      (1,755)       
                                                  -------     -------        
      Total.....................................  $(1,080)    $(1,509)       
                                                  =======     =======        
</TABLE>
                                        

9. MAJOR CUSTOMERS:

   Revenue from two customers accounted for approximately $56,500 (34%) and
$44,000 (27%) of total revenue for the year ending December 31, 1998.

   Revenue from two customers accounted for approximately $35,900 (49%) and
$13,400 (18%) of total revenue for the year ending December 31, 1997.

   Revenue from three customers accounted for approximately $17,600 (44%),
$6,300 (16%) and $4,100 (10%) of total revenue for the year ending December 31,
1996.

   Major customers accounted for approximately $25,358, or 56%, and $12,500, or
56%, of accounts receivable at December 31, 1998 and 1997, respectively.


10. DUE FROM AFFILIATES:

   In January 1996, the amounts due at December 31, 1995 from a former affiliate
were converted into a $1,000 promissory note bearing interest at 8.1% per annum
payable in quarterly installments over six years. During 1996, additional
liabilities were satisfied by the Company on behalf of the former affiliate and
payments were received according to terms. On December 4, 1996, the Company
agreed to sell the amounts due from the former affiliate, approximately $1,560
plus interest, to certain officers/stockholders of the Company for $500. The
balance of the amount was recorded as a nonrecurring loss on forgiveness of
related party loan in the accompanying statement of operations. The $500 was
received by the Company from the stockholders, pursuant to the terms contained
in the Preferred Stock Purchase Agreement (see Note 13) in the form of bonus
compensation payments of approximately $865 which provided the stockholders with
the after-tax funds to make the repayment.


11. DUE FROM OFFICERS/STOCKHOLDERS:

   On June 30, 1995, the Company loaned three officers/stockholders amounts
aggregating approximately $672. In January 1996, the Company forgave a portion
of one loan and accrued interest of approximately $194 due from a stockholder as
part of a stock repurchase agreement. The remaining loans, bearing interest of
8% per annum, were payable in five equal installments due on June 30 of each
year. The total amount due from officers of approximately $435, including
accrued interest of $14, was repaid pursuant to the terms contained in the
Preferred Stock Purchase Agreement (see Note 13) in the form of bonus
compensation payments of approximately $761 which provided the officers with the
after-tax funds to make the repayment.


      

                                       32
<PAGE>
 
                       BORON, LEPORE & ASSOCIATES, INC.

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

                (IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
                                        

   During 1998, the Company granted a loan to an officer in the amount of $100.
The loan, bearing interest of 8.5% per annum, is payable in twelve equal
quarterly installments. At December 31, 1998, the outstanding balance on this
loan was approximately $85.


12. PURCHASE OF TREASURY STOCK:

   In January 1996, the Company paid a minority stockholder $450 and forgave the
stockholder's loan receivable and accrued interest of approximately $194 in
exchange for the stockholder's 1,548,387 shares of common stock. The shares were
held in treasury at a cost of $644. Additionally, in January 1996, the remaining
stockholders of the Company sold their shares of common stock in an affiliated
company. Subsequent to these transactions there was no longer a common ownership
relationship between the two companies. Concurrent with the Merger Agreement
(see Note 1), the stock held in treasury was retired on December 4, 1996 and the
$644 cost was transferred to retained earnings on that date.

   On June 18, 1996, the Company entered into a Stock Purchase Agreement to
repurchase 1,720,430 shares of common stock from a stockholder. The agreement
also contained a Disposition Benefit Agreement. The stockholder was a former
officer of the Company. The Disposition Benefit Agreement would only become
effective if there was a sale of a controlling interest of the outstanding stock
within a certain period of time. The stock was purchased with a promissory note
payable over five years with monthly payments of principal and interest of $10
and annual payments of $125, including interest, commencing on January 1, 1997.
The shares were held in treasury at a cost of $970, the net present value of the
promissory note. Concurrent with the Merger Agreement on December 4, 1996, the
treasury shares were canceled, the cost of the shares were transferred to paid-
in capital and retained earnings and the former stockholder received a payment
of $6,175 on that date. The terms of the transaction were the result of arms-
length negotiations.

   Concurrent with the closing of the sale of the preferred shares and with
financing provided by a bank in December 1996, the Company redeemed 3,733,333
shares of common stock from two individual shareholders for payments aggregating
$18,850 pursuant to the terms contained in the Preferred Stock Purchase
Agreement.

   In September 1997, the Company paid a former officer of the Company
approximately $5,600 to repurchase 466,666 shares of common stock and to amend
the employment agreement of such former officer. At December 31, 1997, the
shares are held in treasury at a cost of approximately $5,500.


13. PREFERRED STOCK PURCHASE AGREEMENT AND STOCK REDEMPTION:

   On December 4, 1996 a Preferred Stock Purchase Agreement was entered into,
between the Company and certain investment partnerships and individuals
(collectively the "Investors"). The Company sold 7,000,000 shares of its
authorized $0.01 par value Convertible Participating Preferred Stock for
$12,500. The Convertible Participating Preferred Stock had a minimum liquidation
value of $10,000 and was convertible to common stock and redeemable preferred
stock at various rates based on the occurrence of certain events. In addition,
the holders of the Convertible Participating Preferred Stock were entitled to
receive an annual cash dividend of approximately $0.1429 per share. The
Convertible Participating Preferred shares had voting rights similar to common
stock and were subject to certain liquidating and redemption features, as
defined, at the option of the holder.

   In September 1997, upon completion of the Company's IPO (see Note 1), the
7,000,000 shares of Convertible Participating Preferred Stock converted into
4,666,666 shares of Common Stock and 5,600,000 shares of Redeemable Preferred
Stock. The Redeemable Preferred Stock was immediately redeemed for $10,000 plus
accumulated dividends of approximately $831.

                                       33
<PAGE>
 
                       BORON, LEPORE & ASSOCIATES, INC.

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

                (IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
                                        

14. STOCK OPTION AND GRANT PLAN AND EMPLOYEE STOCK PURCHASE PLAN:

   During 1996, the Boron, LePore & Associates 1996 Stock Option and Grant Plan
(the "1996 Plan") was established. In August, 1997, the Plan was amended to
increase the shares of stock reserved for issuance under the 1996 Plan to
3,000,000 shares. During 1998 the Boron, LePore & Associates 1998 Employee Stock
Option Plan (the "1998 Plan") was established, under which 500,000 shares of
Common Stock can be issued through the exercise of stock options. The following
table summarizes stock option activity:

<TABLE>
<CAPTION>
                                                                                          WEIGHTED
                                                                                          --------
                                                     Number of      EXERCISE PRICE        AVERAGE     
                                                     ---------      --------------        ------- 
                                                       SHARES          PER SHARE       EXERCISE PRICE
                                                       ------          ---------      ----------------
<S>                                                  <C>            <C>               <C>
Outstanding at December 31, 1996.................            --                  --             --     
     Granted.....................................        733,059     $ 0.43 - $22.00        $11.27     
     Canceled....................................         (1,500)              21.25         21.25     
     Exercised...................................             --                  --            --     
                                                       ---------     ---------------        ------     
  Outstanding at December 31, 1997...............        731,559       0.43 -  22.00         11.26     
     Granted.....................................      1,155,525      26.50 -  38.50         30.58     
     Canceled....................................        (26,666)      0.43 -  26.50         10.21     
     Exercised...................................        (40,916)               9.45          9.45     
                                                       ---------     ---------------        ------     
  Outstanding at December 31, 1998...............      1,819,502     $ 9.45 - $38.50        $24.42     
                                                       =========     ===============        ======     
 
  Shares exercisable at December 31, 1998........        345,065     $ 9.45 - $35.13        $13.81
                                                       =========     ===============        ======
</TABLE>
                                                                                

  The following table summarizes information about options outstanding at
December 31, 1998:


<TABLE>
<CAPTION>
                            OPTIONS OUTSTANDING AT DECEMBER 31, 1998                 OPTIONS EXERCISABLE AT DECEMBER 31, 1998  
                       ---------------------------------------------------------     ----------------------------------------   
                                                                WEIGHTED AVERAGE                               WEIGHTED         
                                                                ----------------                               --------         
                                           WEIGHTED AVERAGE     CONTRACTUAL LIFE                                AVERAGE         
                                           ----------------     ----------------                                -------         
   RANGE               NUMBER OF SHARES     EXERCISE PRICE          (YEARS)             NUMBER OF SHARES     EXERCISE PRICE     
   -----               ----------------    -----------------        ------             -----------------     --------------     
   <S>                 <C>                 <C>                  <C>                    <C>                   <C>                
   $ 9.45 - $12.00            468,077             $10.79               8.51                   266,090              $10.84       
   $12.01 - $24.00            205,900              20.97               8.77                    63,975               21.17       
   $24.01 - $30.00            847,850              29.30               9.36                        --                  --       
   $30.01 - $38.50            297,675              34.35               9.34                    15,000               35.13       
                            ---------             ------                                      -------              ------       
                            1,819,502             $24.42                                      345,065              $13.81       
                            =========             ======                                      =======              ======       
</TABLE>
                                        

  Of the total options outstanding under the 1996 and 1998 Plans, 345,065 and
13,000 were exercisable at December 31, 1998 and 1997, respectively. Stock
options available for grant were 1,639,582, and 2,269,941 at December 31, 1998
and 1997, respectively.

                                       34
<PAGE>
 
                       BORON, LEPORE & ASSOCIATES, INC.

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

                (IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
                                        

   As permitted by SFAS 123, the Company has elected to continue to account for
stock-based compensation using the intrinsic value method. Accordingly, no
compensation expense has been recognized for stock options granted at or above
market value. Had the fair value method of accounting been applied to the
Company's stock option grants, which requires recognition of compensation costs
ratably over the vesting period of the underlying equity instruments, net income
would have been as follows:

<TABLE>
<CAPTION>
                                                            1998        1997
                                                            ----        ----
  <S>                                                       <C>        <C>
  Pro forma net income..................................    $5,890     $6,080
  Pro forma net income per common share.................
     Basic..............................................    $ 0.49     $ 1.07
     Diluted............................................    $ 0.48     $ 0.71
</TABLE>
                                                                                
   The fair value of options were estimated at the date of grant using a Black-
Scholes option pricing model with the following assumptions for 1998 and 1997,
respectively: weighted-average risk-free interest rates of 4.7% for 1998 and
6.5% for 1997, no dividends, volatility factors of the expected market price of
the Company's common stock of 65.9% for 1998 and 38.0% for 1997, a weighted-
average expected life of the options of 6.0 years for 1998 and 1997 and a
weighted-average grant date fair value of options granted during fiscal years
1998 and 1997 of $19.53 and $4.38, respectively. There were no options granted
for any periods prior to January 1, 1997.

   In August 1997, the Company's 1997 Employee Stock Purchase Plan (the
"Purchase Plan") was established. The Purchase Plan allowed for up to 225,000
shares of Common stock to be issued at 85% of fair market value. The Purchase
Plan was cancelled during 1998. As of December 31, 1998 and 1997, respectively,
no shares were issued under the Purchase Plan.


15.SAVINGS AND INVESTMENT PLAN:

   During 1998, the Company adopted the Boron LePore & Associates Savings Plan
(the "401(k) Plan"), which is intended to qualify under Section 401(k) of the
Internal Revenue Code of 1986, as amended. The 401(k) Plan is a defined
contribution plan established to provide retirement benefits for all employees
who have completed six months of service with the Company.

   The 401(k) Plan is employee funded up to an elective annual deferral. In
addition, the Company matches up to 50% of the participants's contribution up to
a maximum employer contribution of 2.0% of the employee's total compensation.
For the years ended December 31, 1998 and 1997, the Company's matching
contributions to the 401(k) Plan were approximately $99 and $0, respectively.

                                       35
<PAGE>
 
                       BORON, LEPORE & ASSOCIATES, INC.

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

                (IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
                                        

16. QUARTERLY RESULTS OF OPERATIONS (UNAUDITED)

   Summarized unaudited quarterly operating results for 1998 and 1997 are as
follows:

<TABLE>
<CAPTION>
                                                                         FISCAL QUARTERS ENDED
                                                          --------------------------------------------------
                                                            MARCH 31,    JUNE 30,    SEPT. 30,    DEC. 31,
                                                               1998        1998        1998         1998
                                                            ----------  ----------  -----------  -----------
<S>                                                         <C>         <C>         <C>          <C>
(In thousands, except per share data)
 
Revenues...................................................    $32,154     $47,740      $41,937      $42,839
Gross profit...............................................      8,397      13,082       14,070       13,409
Net income.................................................      1,875       2,372        3,101        3,099
 
Net income per common share--basic.........................    $  0.17     $  0.20      $  0.25      $  0.24
Net income per common share--diluted.......................    $  0.17     $  0.20      $  0.24      $  0.24

<CAPTION>
                                                                         FISCAL QUARTERS ENDED
                                                          --------------------------------------------------
                                                            MARCH 31,    JUNE 30,    SEPT. 30,    DEC. 31,
                                                               1997        1997        1997         1997
                                                            ----------  ----------  -----------  -----------
<S>                                                         <C>         <C>         <C>          <C>
(In thousands, except per share data)
 
Revenues...................................................    $13,673     $18,448      $17,500      $23,286
Gross profit...............................................      3,936       5,345        5,092        6,954
Net income.................................................        877       1,429        1,074        2,732
 
Net income per common share--basic.........................    $  0.20     $  0.43      $  0.24      $  0.25
Net income per common share--diluted.......................    $  0.12     $  0.19      $  0.13      $  0.25
</TABLE>


17. SEGMENT INFORMATION:

   The Company's management considers its business to be a single business
entity - the providing of outsourced marketing, educational and sales services
to the pharmaceutical 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.

<TABLE>
<CAPTION>
                                                                     FOR THE YEARS ENDED DECEMBER 31,
                                                                ----------------------------------------
                                                                    1998         1997          1996
                                                                -----------  -------------  ------------
<S>                                                             <C>          <C>            <C>
Revenues:
Marketing and Educational Services..........................       $106,106        $69,740       $40,220
Field sales force logistics services........................         35,545          1,000            --
Contract sales services.....................................         23,019          2,167            --
                                                                   --------        -------       -------
  Total revenues............................................       $164,670        $72,907       $40,220
                                                                   ========        =======       =======
</TABLE>
                                                                                

                                       36
<PAGE>
 
                       BORON, LEPORE & ASSOCIATES, INC.

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

                (IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
                                        

18. RELATED PARTY TRANSACTIONS:

   The Company entered into a consulting agreement on December 23, 1991 with a
stockholder of the Company. The agreement provided, among other things, for the
payment of monthly consulting fees through December 31, 2001. The total
consulting fees charged to operations during the years ended December 31, 1998,
1997 and 1996 approximated $0, $0 and $516, respectively. In 1996, the
consulting agreement was terminated pursuant to the terms contained in the
Preferred Stock Purchase Agreement and the Company received and executed a
general release from the former stockholder in consideration for the payment
made.

   During the years ending December 31, 1998, 1997, and 1996, the Company leased
space from a stockholder of the Company. The aggregate rent expense charged to
operations for those periods approximated $24, $24 and $84, respectively.


19. ACQUISITIONS:

   In January 1998, the Company purchased certain assets from Decision Point,
Inc., an Illinois company. The purchase price was $800 in cash, subject to
adjustment upward or downward, based on certain revenue and pre-tax earnings
goals related to the calendar year subsequent to the date of the acquisition.
The acquisition has been accounted for using the purchase method of accounting.
The excess of purchase price over net assets acquired, approximately $800, is
being amortized over twenty years.

   In March 1998, the Company purchased substantially all of the assets and
assumed certain liabilities of Strategic Implications International, Inc., a
Maryland corporation. The purchase price was $4,300 in cash and approximately
137,000 shares of the Company's common stock. In addition, the Company will pay
approximately $700 in the first quarter of 1999 based on the attainment of
performance goals. The acquisition has been accounted for using the purchase
method of accounting. The excess of purchase price over net assets acquired was
estimated to be approximately $9,700 and is being amortized over twenty years.

   In May 1998, the Company purchased substantially all of the assets and
assumed certain liabilities of Medical Education Systems, Inc., a Pennsylvania
corporation. The purchase price was $10,000 in cash and 160,103 shares of the
Company's common stock. The Company will pay approximately $5,000 in the first
quarter of 1999 based upon the attainment of operating income goals achieved
during the year ended December 31, 1998. In addition, the Company may be
required to pay an additional amount up to $5,000 in contingent cash payments
based on certain operating income goals of the acquired business during the five
month period ending May 31, 1999. The acquisition has been accounted for using
the purchase method of accounting. The excess of purchase price over net assets
acquired was estimated to be approximately $21,500 and is being amortized over
twenty years.

   In August 1998, the Company purchased substantially all of the assets and
assumed certain liabilities of Strategem Plus, Inc., a New Jersey corporation.
The purchase price was $1,600 in cash and 13,630 shares of the Company's common
stock. In addition, the Company may be required to pay an additional amount of
cash and stock based on the attainment of certain revenue goals of the acquired
business during the twelve-month period subsequent to the date of the
acquisition. The acquisition has been accounted for using the purchase method of
accounting. The excess of purchase price over net assets acquired was estimated
to be approximately $2,500 and is being amortized over twenty years.

                                       37
<PAGE>
 
                       BORON, LEPORE & ASSOCIATES, INC.

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

                (IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
                                        

   The following unaudited pro forma summary presents information as if the
acquisitions had occurred at the beginning of the respective periods:


<TABLE>
<CAPTION>
                                                             YEAR ENDED
                                                          DECEMBER 31, 1998
                                                          -----------------
<S>                                                       <C>
Net revenues............................................        $169,263
 
Net income..............................................        $ 10,048
                                                                ========
Pro forma diluted earnings per share....................        $   0.84
                                                                ========
</TABLE>
                                                                                
   The pro forma information is not necessarily indicative of the results that
would have occurred had the acquisitions taken place at the beginning of the
respective periods.


20. SUBSEQUENT EVENTS (UNAUDITED):

   During the first quarter of 1999, the Company paid $5.0 million and $0.7
million to Medical Education Systems and Strategic Implications International,
respectively, based upon their respective attainment of performance goals agreed
upon at the time of acquisition and achieved during the year ended December 31,
1998, as discussed in Note 19 to the Financial Statements.

                                       38
<PAGE>
 
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE

   Not applicable.


                                   PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

   The information appearing under the captions "Information Regarding
Directors" and "Executive Officers" in the registrant's definitive proxy
statement relating to the 1999 Annual Meeting of Stockholders to be held in May
1999 is incorporated herein by reference.


ITEM 11. EXECUTIVE COMPENSATION

   The information appearing under the caption "Executive Compensation" in the
registrant's definitive proxy statement relating to the 1999 Annual Meeting of
Stockholders to be held in May 1999 is incorporated herein by reference.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

   The information appearing under the caption "Principal and Management
Stockholders" in the registrant's definitive proxy statement relating to the
1999 Annual Meeting of Stockholders to be held in May 1999 is incorporated
herein by reference.


ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

   The information appearing under the caption "Certain Transactions" in the
registrant's definitive proxy statement relating to the 1999 Annual Meeting of
Stockholders to be held in May 1999 is incorporated herein by reference.

                                       39
<PAGE>
 
                                    PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

  (a)(1) Financial Statements.

  (a)(2) Schedules.

         Schedule II--Valuation and Qualifying Accounts

         All other schedules have been omitted because they are not required or
  because the required information is given in the Financial Statements or Notes
  thereto.

  (a)(3) Exhibits. Exhibits 10.4 through 10.29 constitute all of the management
contracts and compensation plans and arrangements of the Company required to be
filed as exhibits to this Annual Report. The following is a complete list of
Exhibits filed or incorporated by reference as part of this Annual Report.


2.1      Agreement and Plan of Merger by and between the Predecessor and the
         Company.(2)

 2.2     Stock Redemption Agreement dated as of December 4, 1996 by and among
         the Company and Patrick G. LePore, Gregory Boron, Christopher Sweeney
         and Michael W. Foti.(2)
 
2.3      Preferred Stock Purchase Agreement dated as of December 4, 1996 by and
         among the Company and the Investors named therein.(2)
 
2.4      Stockholders' Agreement dated as of December 4, 1996, as amended, by
         and among the Company, the Investors (as defined), Patrick G. LePore,
         Gregory Boron, Christopher Sweeney and Michael W. Foti.(3)
 
2.4(a)   Consent and Second Amendment to Stockholder's Agreement, dated March
         11, 1998.(5)

2.5      Registration Rights Agreement by and among the Company, Christos S.
         Efessiou and Alicia A. Angelides, dated March 18, 1998.(5)
 
2.6      Asset Purchase Agreement by and among the Company, Christos S.
         Efessiou, Alicia A. Angelides, Strategic Implications International,
         Inc. and EFAN Holdings, dated March 18, 1998.(5)
 
2.7      Asset Purchase Agreement by and among the Company, MES Acquisition
         Corp., Medical Education Systems, Inc., Mary Parenti and James
         Jamieson.
 
3.1      Third Amended and Restated Certificate of Incorporation.(5)
 
3.2      Amended and Restated By-laws.(5)
 
4.1      Specimen certificate for shares of Common Stock, $.01 par value, of the
         Company.(4)

4.2      Credit Agreement with Fleet National Bank as Agent and Lender, as
         amended.(2)

10.1(a)  Lease between MBM Associates and the Company.(2)
 
10.1(b)  Sublease between Lonza, Inc. and the Company.(2)
 
10.2     Lease by and between SPENCO, Ltd. and the Company.(2)
 
10.3     Deed of Lease Agreement by and between Norfolk Commerce Center Limited
         Partnership and the Company.(2)
 

                                       40
<PAGE>
 
10.4     Employment Agreement for Patrick G. LePore.
 
10.5     Employment Agreement for Gregory F. Boron.(2)
 
10.7     Employment Agreement for Timothy J. McIntyre.
 
10.8     Non-Competition Agreement for Patrick G. LePore.(5)

10.9     Non-Competition Agreement for Gregory F. Boron.(2)
 
10.11    Employment Agreement for Martin J. Veilleux.
 
10.12    Boron, LePore & Associates, Inc. Amended and Restated 1996 Stock Option
         and Grant Plan.(3)

10.13    Boron, LePore & Associates, Inc. 1998 Employee Stock Option and Grant
         Plan.

10.14    Form of Indemnification Agreement between the Registrant and
         directors.(2)

10.15    Stock Purchase Agreement of Christopher Sweeney.(2)
 
10.16    Restricted Stock Agreement for Patrick G. LePore.(1)
 
10.17    Restricted Stock Agreement for Gregory F. Boron.(1)
 
10.18    Restricted Stock Agreement for Christopher Sweeney.(1)
 
10.19    Restricted Stock Agreement for Timothy J. McIntyre.(2)
 
10.20    Incentive Stock Option Agreement for Timothy J. McIntyre.(1)
 
10.21    Non-qualified Stock Option Agreement for Timothy J. McIntyre.(3)
 
10.22    Incentive Stock Option Agreement for Martin J. Veilleux.(3)
 
10.23    Incentive Stock Option Agreement for Martin J. Veilleux.(3)
 
10.24    Incentive Stock Option Agreement for Brian J. Smith.(3)
 
10.25    Employment Agreement for Brian J. Smith.
 
10.26    Side Letter Agreement with Christopher J. Sweeney.(4)
 
10.27    Lease Agreement by and between Maurice M. Weill, Trustee, as Landlord
         and BLP Group Companies, as Tenant.(5)
 
10.28    Incentive Stock Option Agreement for Timothy J. McIntyre.(5)
 
10.29    Incentive Stock Option Agreement for Patrick G. LePore.(5)
 
16.1     Letter re: Change in Certifying Accountant.(1)
 
21.1     Subsidiaries of the Registrant.(5)
 
23.2     Consent of Arthur Andersen LLP.(6)

23.3     Consent of M.R. Weiser & Co. LLP.(6)

24.1     Power of Attorney (included on the signature page hereto).
 
27.1     Financial Data Schedule.

                                       41
<PAGE>
 
(1) Previously filed as an exhibit to the Company's Registration Statement on
    Form S-1 (SEC File No. 333-30573) filed with the Commission on July 1, 1997.
(2) Previously filed as an exhibit to Amendment No. 1 to the Company's
    Registration Statement on Form S-1 (SEC File No. 333-30573) filed with the
    Commission on August 15, 1997.
(3) Previously filed as an exhibit to Amendment No. 2 to the Company's
    Registration Statement on Form S-1 (SEC File No. 333-30573) filed with the
    Commission on August 29, 1997.
(4) Previously filed as an exhibit to Amendment No. 3 to the Company's
    Registration Statement on Form S-1 (SEC File No. 333-30573) filed with the
    Commission on September 18, 1997.
(5) Previously filed as an exhibit to the Company's Registration Statement on
    Form 10-K (SEC File No. 000-23093) for the year ended December 31, 1997,
    filed with the Commission on March 31, 1998.
(6) Previously filed as an exhibit to the Company's Registration Statement on 
    Form S-1 (SEC File No. 333-51101) filed with the Commission on May 5, 1998.


    A COPY OF ANY EXHIBIT TO THIS ANNUAL REPORT MAY BE OBTAINED UPON PAYMENT OF
A REASONABLE FEE FOR COPYING BY WRITTEN REQUEST TO ATTENTION: MARTIN J.
VEILLEUX, BORON, LEPORE & ASSOCIATES, INC., 17-17 ROUTE 208 NORTH, FAIR LAWN,
NEW JERSEY 07410.

    (b) Reports on Form 8-K. The Registrant did not file any reports on Form 8-K
during the last quarter of the period covered by this Annual Report.

                                       42
<PAGE>
 
                                  SIGNATURES

   Pursuant to the requirements of Section 13 or 15(d) 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, in Fair Lawn, New
Jersey, on March 26, 1999.


                                  Boron, Lepore & Associates, Inc.


                                    By:  /s/ Patrick G. LePore
                                       -------------------------------
                                              PATRICK G. LEPORE
                                         Chairman, Chief Executive Officer 
                                              and President

   Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.

          Signature                   Title                           Date
          ---------                   ------                          -----
                                        
     /s/ PATRICK G. LEPORE       Chairman of the Board,           March 26, 1999
     ------------------------                           
         Patrick G. Lepore       Chief Executive Officer,
                                 President and Director
                                 (Principal Executive Officer)


     /s/ MARTIN J. VEILLUEX      Chief Financial Officer,         March 26, 1999
     ------------------------                                                
         Martin J. Veilluex      Secretary and Treasurer,
                                 (Principal Financial and
                                 Accounting Officer)


     /s/ ROGER BOISSONNEAULT     Director                         March 26, 1999
     ------------------------                                       
         Roger Boissonneault


     /s/ ROGER B. KAFKER         Director                         March 26, 1999
     ------------------------                                       
         Roger B. Kafker


     /s/ JACQUELINE C. MORBY     Director                         March 26, 1999
     ------------------------                                      
         Jacqueline C. Morby


     /s/ MELVIN  SHAROKY         Director                         March 26, 1999
     ------------------------                                        
         Melvin Sharoky


     /s/ JOSEPH E. SMITH         Director                         March 26, 1999
     ----------------------                                        
         Joseph E. Smith


     /s/ JOHN A. STALEY, IV      Director                         March 26, 1999
     -------------------------                                       
         John A. Staley, IV

                                       43
<PAGE>
 
                                                                     SCHEDULE II


                        BORON, LEPORE & ASSOCIATES, INC.

                       VALUATION AND QUALIFYING ACCOUNTS
                        ALLOWANCE FOR DOUBTFUL ACCOUNTS

<TABLE>
<CAPTION>
                                                BALANCE AT    CHARGED TO                          
                                                 BEGINNING    COSTS AND                   BALANCE AT    
                                                  OF YEAR      EXPENSES     DEDUCTIONS    END OF YEAR   
                                                 ---------     --------     ----------    -----------   
<S>                                             <C>           <C>           <C>           <C>           
For the year ended December 31, 1996..........   $       0     $ 300,000     $   0         $ 300,000    
For the year ended December 31, 1997..........   $ 300,000     $ 100,000     $   0         $ 400,000    
For the year ended December 31, 1998..........   $ 400,000     $ 135,000     $   0         $ 535,000     
</TABLE>
                                                                                

                                       44