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                                 UNITED STATES
                      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, 2001

                                      OR

[_]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
   EXCHANGE ACT OF 1934

                 For the transition period from       to

                        Commission File Number: 0-23093

                       BORON, LEPORE & ASSOCIATES, INC.
            (Exact name of registrant as specified in its charter)

                      Delaware                 22-2365997
                   State or other
                    jurisdiction                 (I.R.S.
                 of incorporation or     Employer Identification
                    organization)                Number)
              1800 Valley Road, Wayne,
                     New Jersey                   07470
                (Address of principal
                 executive offices)            (Zip Code)

       Registrant's telephone number, including area code (973) 709-3000

          Securities registered pursuant to Section 12(b) of the Act:

          Securities registered pursuant to Section 12(g) of the 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 18, 2002, there were 11,658,216 shares of Common Stock
outstanding. The aggregate market value of shares of such Common Stock (based
upon the last sale price of $12.19 per share as of March 18, 2002 on the NASDAQ
National Market System) held by non-affiliates was approximately $127,362,000.

                      DOCUMENTS INCORPORATED BY REFERENCE

   Certain portions of the Registrant's Proxy Statement in connection with the
Registrant's 2002 Annual Meeting of Stockholders scheduled to be held in May
2002 are incorporated by reference in Part III hereof.

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   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 OUR FUTURE PERFORMANCE. OUR 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 ''RISK FACTORS'' ON PAGE 5 OF THIS FORM 10-K.

ITEM 1.  Business

General

   Boron, LePore & Associates, Inc., d/b/a BLP Group Companies (the
''Company''), provides integrated medical education to the healthcare industry.
Our services include strategic consultation, content development, accredited
and non-accredited program development and execution, logistics management and
a variety of internet-based solutions related to these services. Substantially
all of our customers are large pharmaceutical companies seeking to educate
physicians and other healthcare professionals. Our core services include
accredited and non-accredited symposia, advisory boards, satellite symposia,
teleconferences, dinner meetings, sales force education meeting support,
large-scale videoconferences, advocacy development, patient-based services;
such as support groups and community awareness programs, publication planning
and web conferencing. Our services are integrated along the "pre" and "post"
launch periods of the pharmaceutical product life cycle.

   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 $1.9 billion in 2000 on
educational meetings and events, including peer-to-peer meetings, symposia,
third-party events and teleconferences. Other estimates place medical education
spend in the healthcare industry at greater than $5.4 billion. Pharmaceutical
companies have relied for many years on third party providers of medical
education services. In recent years, changes in the pharmaceutical industry
have led to greater outsourcing of education and sales logistic functions. At
the same time, pharmaceutical companies and providers of medical educational
services have broadened their means of educating with target audiences from
traditional product detailing, peer-to-peer meetings and in-person conferences
to also include teleconferences, satellite conferences, symposia and various
other forms of internet based solutions.

   Our objective is to enhance our position as a leading provider of medical
education programs, continue to expand our educational services, particularly
content development and delivery, selectively expand and add complimentary
services to support our medical education services. The principal elements of
our strategy are to: (i) improve the support for and depth of our integrated
medical education solutions; (ii) increase business within existing customers;
(iii) obtain new customers; (iv) target new audiences; and (v) pursue strategic
acquisitions.

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Services

   During 2001, we reported our principal lines of business as (i) medical
education services, which includes accredited and non-accredited programs,
educational content and strategic development, as well as, other conferencing
services; and (ii) sales services, which includes field sales force logistics,
sales training and to a lesser extent, contract sales services. Due to the
evolution of our business, the similarity of our service offerings, and
developments in our production process we will report one line of business in
2002. Accordingly, our medical education services and sales services will be
combined and reported as medical education services. Our services have evolved
from providing traditional logistical services for various meetings to a more
strategic and complete offering that spans the product life cycle.

  Conferencing Services

   We conduct and produce conferences in a variety of formats and through
different forms of media. All of our conferences are sponsored by our
pharmaceutical company customers. The conferences are designed to communicate
the sponsoring pharmaceutical company's message to the physicians and other
healthcare professionals who attend. Our conference services include providing
peer-to-peer meetings, which involve a small gathering of physicians who are
invited to meet in person, by teleconference or via the internet, to discuss a
particular drug or indication under the chairmanship of a Company trained and
employed moderator. Other conference services include providing symposia and
video satellite conferencing, which are attended by a larger number of
attendees and involve a more in-depth presentation than peer-to-peer meetings.
Our meetings are not limited to these formats, however, as we can 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 our 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 a certain number of healthcare
practitioners, primarily physicians, who are identified by a pharmaceutical
company and generally invited using our 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 in person, by
teleconference or through other distance learning initiatives delivered via the
Internet, such as web casts. Teleconference meetings and web casts 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.

   We believe that our moderators who are generally hired as full-time
employees have been an important factor in the success of our peer-to-peer
meetings. We have historically focused on hiring individuals with industry
experience as moderators. We have developed training techniques to enable our
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, we perform periodic quality
reviews of our moderators and solicit feedback from customers and physicians
about each moderator.

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   Our contracts for the coordination and production of peer-to-peer meetings
are generally fee based and typically require us to provide a certain number of
meetings and/or a certain number of attendees over a specified period of time
on behalf of a customer. In addition, we may also be contracted to develop and
provide the content delivered at these meetings. The terms of each of our
contracts vary based upon the complexity of the individual arrangement, the
type of meeting, 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 us has enabled us to obtain discount
pricing from vendors of services such as airline and overnight courier services.

   Symposia.  Our symposia generally involve attendance by a certain number of
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 consulting 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 us throughout
the United States. We actively work with our customers to identify speakers and
select locations for each conference. We utilize our in-house travel agent, our
telerecruiting center and other relationships with vendors to assist in
coordinating symposia. We believe that the key considerations for our customers
in selecting a provider for symposia are cost and the ability to effectively
organize a large medical conference.

   Our symposium contracts generally are fee-based. The terms of each of our
symposium contracts vary based upon the complexity of the individual
arrangement, the duration of the contract, the number of symposia covered by
the contract, their location and whether any content will be developed and
provided.

   Additional Conferencing Services.  We provide a range of additional
conferencing services. We emphasize flexibility and conduct meetings in any
format that can effectively communicate our customer's message. For example, we
conduct video satellite conferences for lectures sponsored by pharmaceutical
companies. The speakers typically are physicians or other medical experts who
are retained by the pharmaceutical company for a consulting fee to discuss a
new drug or indication or other medical topic. We broadcast 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, teleconferences and other distance learning initiatives,
we seek to enable our clients to effectively and efficiently communicate
medical information to physicians so that physicians can better understand and
utilize our pharmaceutical customers' products.

  Educational Services

   Our educational services include both accredited and non-accredited
capabilities. 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. We
coordinate CE conferences, which are funded through unrestricted educational
grants by pharmaceutical companies and held for a specified number of
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.

   The CE programs, which are conducted by separate divisions of the Company,
utilize certain of our core competencies in handling conferencing logistics. As
with our conferencing services, some of the CE programs are conducted by
teleconference or through the Internet. The CE programs are also frequently
taped or otherwise recorded for further distribution to those individuals who
are unable to attend. We also provide educational conferences that are not
intended to satisfy certified CE requirements.

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  Field Sales Force Logistics Services

   Our customers generally provide their sales forces in the field with budgets
with which to engage in 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, we believe that the representatives have historically had to
divert valuable time away from their primary sales and education activities.
Our 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. We believe
that our historical expertise and continued investment in technology provide us
with a strategic advantage in delivering such services to existing and
potential customers.

   Our 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.

   In December 2000, we entered into a three-year renewal of our major field
force logistics contract running through 2003. As in the past, the renewed
contract provides for a fixed management fee component and a fee for service
component, which is dependent upon the level of service provided. Pursuant to
that contract and the acquisition of new clients, we have created an
organization of approximately 130 employees dedicated to servicing the field
sales force logistics requirements of our customers. During 2001 we serviced
six customers through our field force logistics organization. Revenue from this
organization's largest customer totaled $30.6 million in 2001, $59.3 million in
2000 and $46.4 million in 1999, representing 75%, 87%, and 80% respectively, of
the organization's revenue in each of these years. Total revenues for the field
sales force logistics organization were $40.6 million in 2001, $68.5 million in
2000, and $58.2 million in 1999, representing 19.3%, 40.8%, and 38.9%
respectively, of our revenue in each of these years.

  Sales Services.

   In late 2000, we began to provide certain sales training and consulting to
our customers. We believe that as customer sales forces continue to expand in
size and location there will be a need to provide concentrated sales training
and consulting services.

   In 2001, these offerings, along with field sales force logistics services
were reflected in our "Sales Services" segment. As we move into 2002, all
Company revenue will be combined and reported as "Medical Education Services."

Risk Factors

   The risks and uncertainties described below relate, in large part, to the
specific lines of business presently offered and are not the only ones facing
our company. Additional risks and uncertainties not presently known to us or
that we currently deem immaterial also may impair our business operations. If
any of those risks or the risks contained below actually occur our business
could be harmed.

  Risks Associated with Our Product Offerings

   Pharmaceutical company sponsored medical education programs have been
subject to past scrutiny, which has had an adverse effect on the market for
such 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, we adhere to our customers'
instructions in conducting our services. In the event of changes in law,
regulatory policy or applicable industry or professional association guidelines
or negative publicity concerning medical education programs sponsored by the
pharmaceutical

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industry, customers may choose to alter their guidelines in ways that would
make educational conferences and related consultancies less attractive to
physicians and pharmaceutical companies. In addition, governmental agencies,
industry or professional associations or the pharmaceutical companies
themselves could impose restrictions on such meetings. Finally, any of our
customers could be found to be in non-compliance with relevant law, policy or
guidelines in their handling of medical education programs. Any of these events
could have a material adverse effect on the demand for our services.

   Field sales force logistics is an area of business for us involving a number
of the same risks as our conferencing services, as well as risks not present in
our 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 service will not be accepted generally
by pharmaceutical companies. There can be no assurance that we will establish a
lasting presence in the market, or that this market will continue to develop.

   We have an agreement with one large pharmaceutical company within our field
sales force logistics segment and we plan to continue the strategy of
developing agreements with other pharmaceutical companies in order to expand
our reach into the logistical marketplace. There can be no assurance that we
will be successful in securing additional agreements or that we will be able to
find further suitable business relationships to expand our logistical service
offerings. Any failure to continue or expand such relationships could have a
material adverse effect on our business, results of operations and financial
condition.

   There can be no assurance that the primary company with which we have an
agreement, which has substantially greater financial and technological
resources than us, will not develop similar logistical service offerings in the
future, discontinue their agreement with us or form agreements with our
competitors.

   Sales training and consulting is a new area of business for us involving a
number of the same risks as our conferencing services as well as additional
risks not present in our traditional business. There can be no assurances that
we will establish and maintain a significant or lasting presence in this market.

  Our Market is Competitive

   The business of providing medical education services to the healthcare
industry is competitive, yet highly fragmented. Our competitors in this area
generally include smaller, regionally focused companies that provide a limited
number of educational services, usually focused on the pharmaceutical industry.
Several of our competitors in this area, however, offer services that are
somewhat wider in scope.

   We compete against other companies offering pharmaceutical education
services on the basis of such factors as reputation, quality, experience,
performance record, effectiveness of service, ability to offer a range of
strategic and tactical services, ability to provide services quickly and price.
Some of our distinguishing characteristics are the longevity of our
relationships with our customers, our reputation for quality service and our
ability to offer a relatively broad range of services.

   Overall, we believe that our most significant competition is potentially
from other companies that provide outsourced promotional, 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 sales and marketing departments may provide similar services to those
provided by us and competition could increase as a result of the expansion of
the in-house marketing capabilities by our customers or in the pharmaceutical
industry generally.

  Our Business has been Seasonal

   Our results of operations historically have been somewhat seasonal or
cyclical in nature because many of our large pharmaceutical clients have not
finalized their budgets by the beginning of the calendar year and do not commit
to our services. In addition, clients reduce their demand for our services
during the summer months with

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the onset of good weather. Therefore, we typically have our best operating
results in the second and fourth quarters. These seasonal or cyclical
variations in the demand for our business may become more pronounced over time
and may harm our results of operations in the future.

  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. It is possible that additional or
amended laws, regulations or guidelines could be adopted in the future.

   Our 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 and some of our
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 accreditation from the ACCME. Other professional associations and some
of our 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. Accordingly, our businesses and our customers'
businesses, 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 we will not be
subject to increased regulatory scrutiny in the future.

   The failure of us or our 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 us or our customers
from conducting certain business activities, subject us or our customers to
adverse publicity, increase the costs of regulatory compliance or subject us or
our customers to monetary fines or other penalties. Any such actions could have
a material adverse effect on us.

  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 educational and field sales force logistics services to the
pharmaceutical industry, we are subject to the risk of being named as a party
in such lawsuits. 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 us.

   We maintain insurance policies, including liability insurance, which we
believe to be adequate in amount and coverage for the current size and scope of
our operations. There can be no assurance, however, that the coverage we
maintain will be sufficient to cover all future claims or will continue to be
available in adequate amounts or at a reasonable cost. In addition, although
our contracts with our customers sometimes require the

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customer to indemnify us for the customer's negligent conduct, the contracts do
not provide for adequate indemnification against many of the potential
litigation risks facing us and often require us to indemnify our customer for
our negligence. We, therefore, could be held responsible for losses incurred in
connection with the performance of our services under the terms of these
contracts or otherwise and could incur substantial costs in connection with
legal proceedings associated with our services or the pharmaceutical products
with respect to which it provides services.

  Customers

   We believe that our relationships with our customers, which include many of
the largest pharmaceutical companies, are among our most important strategic
advantages.

   Our customer relations' strategy focuses on maintaining strong relationships
with product managers and senior management at each of our customers and
providing creative, focused and result-oriented solutions to their education
needs. Our sales and account executives (currently 33 individuals) develop
relationships principally with the product managers at the pharmaceutical
companies and spend significant time on-site at customer facilities. Our sales
and account executives, together with our client service organization work with
the product managers to implement, and in some cases assist in developing, the
customer's strategic plan within a prescribed budget. Although we service
competing products from time to time, we do not service such products through
the same type of educational service without the consent of our customers.

   Revenue from two customers accounted for approximately $38.6 million (18%)
and $28.4 million (14%) of total revenue for the year ended December 31, 2001,
$67.0 million (40%) and $13.1 million (8%) of total revenue for the year ended
December 31, 2000, $59.0 million (39%) and $16.6 million (11%) of total revenue
for the year ending December 31, 1999. The loss or significant reduction of
business from any significant customer could have a material adverse effect on
the results of our operations.

  Dependence on the Pharmaceutical Industry

   Substantially all of our revenues to date have resulted from medical
education services provided to pharmaceutical companies. We could be materially
and adversely affected by adverse developments in the pharmaceutical industry
or any reduction in expenditures for, or future outsourcing of these activities
by pharmaceutical companies. Such expenditures by pharmaceutical companies
could be negatively impacted by, among other things, governmental reform or
private market initiatives intended to reduce the cost of pharmaceutical
products or by governmental, medical association or pharmaceutical industry
initiatives designed to regulate the manner in which pharmaceutical companies
promote their products.

  Travel Risks

   The terrorist attacks of September 11, 2001 have created increased safety
and security measures in the travel and airline industry. A variety of our
service offerings require our employees, our clients' personnel and physicians
to attend meetings that require airline travel and hotel accommodations. The
length and severity of a downturn in the airline and travel industries and any
impact of terrorist activities could materially and adversely affect our
service offerings.

  Acquisition Risks

   Our growth strategy contemplates pursuit of additional acquisitions in
complementary and existing business areas as a means of supporting and
diversifying our service offerings and client base. Identifying appropriate
acquisition candidates and negotiating and consummating acquisitions can be a
lengthy and costly process. Costs for failed acquisitions can be significant.
For example, in 1999 we incurred a $0.9 million charge related to our
write-down of goodwill associated with an acquisition consummated in 1998,
based on our determination that

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this goodwill was impaired. There can be no assurance that suitable acquisition
candidates will be identified or that acquisitions will be consummated on terms
favorable to us, on a timely basis or at all. Acquisitions involve numerous
risks, including difficulties in integrating the operations and services of an
acquired company, the expenses incurred in connection with the acquisition and
subsequent assimilation of operations and services, the diversion of
management's attention from other business concerns, the risk that acquired
businesses may be subject to unforeseen liabilities and the potential loss of
key employees of the acquired company. All of our acquisitions to date have
involved companies based in the United States, though we may, in the future,
acquire a foreign company. Acquisitions of foreign companies involve additional
risks such as the additional difficulties inherent in complying with differing
regulatory systems, assimilating differences in foreign cultures and business
practices, and overcoming language barriers. Acquisitions may also result in
additional intangibles and related amortization expense, which could have a
material adverse effect on our operating results.

  Possible Volatility of Stock Price

   Variations in quarterly operating results could result in reported results
that are below the expectations of securities analysts, which would likely
cause a decline, perhaps substantial, in our stock price. In addition, the
stock market recently has experienced extreme price and volume fluctuations
which particularly have affected the market prices of many stocks on the NASDAQ
Stock Market, and which have often been unrelated to the operating performance
of such companies. We believe that quarterly comparisons of our financial
results are not necessarily meaningful and should not be relied upon as an
indication of future performance.

  Our Business May Suffer if it is Unable to Attract and Retain Key Personnel

   Our continued growth depends to a significant extent on the continued
service of senior management and other key employees, the development of
additional management personnel and the hiring of new qualified employees.
Competition for highly skilled personnel is intense in our industry.
Implementation of our business strategy will require the retention and addition
of qualified management personnel. The loss of the services of one or more
members of our senior management or the failure to add qualified management
personnel could have a material adverse effect.

  Need for Additional Financing

   Implementation of our growth strategy may require significant additional
capital resources. Such resources may be needed for the development of new
services and for acquisitions that we may pursue. To finance capital
requirements, we may incur debt. We may not be able to obtain additional
required capital on satisfactory terms, if at all. The failure to raise the
funds necessary to finance future cash requirements could have a material
adverse effect on us. If we raise additional funds through the incurrence of
debt, such debt instruments may contain restrictive financial, operating and
security covenants. Further, if we issue additional securities, shareholders
may experience dilution or the new equity securities may have rights,
preferences or privileges senior to those of our existing securities. If we
cannot raise funds on acceptable terms, we may not be able to develop or
enhance our products, take advantage of future opportunities or respond to
competitive pressures or unanticipated requirements.

  We may face legal liabilities and damage to our professional reputation from
  claims made against our work

   If we fail to meet our contractual obligations, we could be subject to legal
liability, which could adversely affect our business, operating results and
financial condition. The provisions we typically include in our contracts which
are designed to limit our exposure to legal claims relating to our services may
not protect us or may not be enforceable under some circumstances or under the
laws of some jurisdictions. We have experienced liability claims in the past
which have resulted in litigation expenses and payments for settlements. As a
client service firm, we depend to a large extent on the relationships with our
clients and our reputation for high caliber professional services and integrity
to retain and attract clients and employees. As a result, claims made against
our work may be more damaging in our industry than in other businesses.

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Employees

   As of March 15, 2002, we had 656 employees, of which, 45 were moderators, 33
were engaged in business development, 448 were engaged in client and product
service, 41 were engaged in technology support and development, and 89 were
engaged in general administration. We are not party to a collective bargaining
agreement with a labor union and consider our relations with our employees to
be good.

ITEM 2.  Properties

   Our corporate headquarters are located in Wayne, New Jersey, in
approximately 56,375 square feet of space occupied under a lease, which expires
on February 1, 2012. During 2001, we moved the headquarters of Strategic
Implications International, Inc. ("Strategic Implications"), a wholly owned
subsidiary, to Wayne, New Jersey. Additionally, Armand Scott, Inc., ("Armand
Scott"), a wholly owned subsidiary and Strategem Plus, ("Strategem"), a
division of the Company also maintain their main offices in Wayne, NJ. The new
facility has been structured to allow for the independent operation of our
subsidiaries and divisions.

   We lease approximately 28,700 square feet of office space and approximately
14,000 square feet of warehouse space in Norfolk, Virginia. In April 2000, we
entered into an agreement with a third party to sublease approximately 20,500
square feet, which expires in July 2007. We continue to use the remaining
portion of these facilities for telerecruiting of our medical education
programs and other administrative support.

   We operate our field sales force logistics business in Piscataway, New
Jersey, in approximately 20,840 square feet of space occupied under several
related leases, which expire on various dates during 2003.

   We operate Medical Education Systems, Inc. ("MES") and Consumer2Patient,
Inc. ("Consumer2Patient") wholly owned subsidiaries of the Company, in
Philadelphia, Pennsylvania, in approximately 17,570 square feet of space
occupied under a lease, which expires on March 31, 2008.

   In addition, we lease other sales offices around the United States on a
short-term basis to support our local sales and service operations.

ITEM 3.  Legal Proceedings

   On or about May 25, 1999, one stockholder of the Company filed a punitive
class action lawsuit against the Company and certain of the Company's officers
in the United States District Court for the District of New Jersey (the
"Court"). The suit alleges that the Company, certain of its officers and
directors, and certain institutional stockholders violated the federal
securities laws by making material misrepresentations and omissions in certain
public disclosures related to, among other things, the secondary offering made
by the Company in May 1998, the Company's relationship with GlaxoWellcome, and
the impact of various events on the Company's earnings. In March 2002, the
Company entered into a definitive settlement agreement to settle all claims in
connection with the shareholder class action litigation pending in the Court.
This settlement will result in the release of all claims brought by the
participating class action plaintiffs against the Company and its current and
former officers and directors. This settlement has been signed by the parties
and is subject to final approval by the Court. The settlement has no admission
of liability by the Company or its current or former officers or directors and
will be funded by payment from the Company's insurance carriers.

   In addition, the Company, from time to time, is involved in legal
proceedings incurred in the normal course of business. We believe 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

   No matters were submitted to a vote of security holders during the fourth
quarter of 2001.

                                      10

<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 24, 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>
                     2000 Fiscal Quarters
                     --------------------
                        First Quarter.... $10.000  $ 6.250
                        Second Quarter... $ 9.438  $ 6.750
                        Third Quarter.... $10.500  $ 7.375
                        Fourth Quarter... $12.188  $ 9.063
                     2001 Fiscal Quarters
                     --------------------
                        First Quarter.... $14.625  $10.000
                        Second Quarter... $14.750  $10.880
                        Third Quarter.... $15.620  $ 9.490
                        Fourth Quarter... $14.090  $ 9.330
</TABLE>
--------
(1) The prices listed reflect inter-dealer prices without retail mark-up,
    mark-down or commission and may not necessarily represent actual
    transactions.

  Holders

   The number of record holders of our Common Stock as of March 15, 2002 was
approximately 32, although we believe that the number of beneficial owners of
Common Stock as of that date was substantially higher.

  Dividends

   We did not pay cash dividends on our Common Stock during the years ended
December 31, 2001, 2000 and 1999, and intend to retain all available funds for
use in the operation and expansion of our business. We do not anticipate that
any cash dividends on our Common Stock will be declared or paid in the
foreseeable future.

  Sales of Unregistered Securities

   In June 2000, we purchased substantially all of the assets and assumed
certain liabilities of Armand Scott, a New Jersey corporation. The purchase
price was $7.5 million in cash and 172,167 shares of our common stock. Per the
terms of the agreement, we paid $3.6 million in cash and issued 125,523 shares
of our Common Stock during July 2001 based on the attainment of certain
performance goals. We continued to operate Armand Scott as an ongoing business
unit during 2001.

                                      11

<PAGE>

ITEM 6.  Selected Financial Data

   The selected statement of operations data for the years ended December 31,
2001, 2000, and 1999 and the selected balance sheet data at December 31, 2001
and 2000 have been derived from the audited Consolidated Financial Statements
of the Company included elsewhere in this Report on Form 10-K. The selected
statement of operations data for the years ended December 31, 1998 and 1997 and
the selected balance sheet data at December 31, 1999, 1998 and 1997 have been
derived from the audited Consolidated 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 Consolidated 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,
                                                    ----------------------------------------------
                                                      2001      2000      1999      1998    1997
                                                    --------  --------  --------  -------- -------
                                                    (In Thousands, Except Share and Per Share Data)
<S>                                                 <C>       <C>       <C>       <C>      <C>
Statement of Operations Data:
Revenues........................................... $210,918  $167,881  $149,448  $164,670 $72,907
Cost of sales......................................  147,988   121,471   109,678   115,712  51,580
                                                    --------  --------  --------  -------- -------
   Gross profit....................................   62,930    46,410    39,770    48,958  21,327
                                                    --------  --------  --------  -------- -------
Selling, general and administrative expenses.......   51,363    39,684    38,942    34,625  12,444
Loss on disposal of fixed assets...................      167        --        --        --      --
Provision for restructuring and other severance....       --        --     2,920        --      --
Goodwill impairment charge.........................       --        --       754        --      --
                                                    --------  --------  --------  -------- -------
   Total operating expenses........................   51,530    39,684    42,616    34,625  12,444
                                                    --------  --------  --------  -------- -------
   Operating income (loss).........................   11,400     6,726    (2,846)   14,333   8,883
Interest income (expense), net.....................      638     2,347     1,873     1,664  (1,071)
                                                    --------  --------  --------  -------- -------
   Income (loss) before provision for income taxes.   12,038     9,073      (973)   15,997   7,812
Provision (benefit) for income taxes...............    4,935     3,630      (390)    5,550   1,700
                                                    --------  --------  --------  -------- -------
   Net income (loss)............................... $  7,103  $  5,443  $   (583) $ 10,447 $ 6,112
                                                    ========  ========  ========  ======== =======
Net income (loss) per common share--basic.......... $   0.62  $   0.45  $  (0.05) $   0.88 $  1.07
                                                    ========  ========  ========  ======== =======
Weighted average common shares outstanding--basic..   11,465    11,980    12,633    11,936   4,947
                                                    ========  ========  ========  ======== =======
Net income (loss) per common share--diluted........ $   0.59  $   0.45  $  (0.05) $   0.84 $  0.72
                                                    ========  ========  ========  ======== =======
Weighted average common shares outstanding--
  diluted(1).......................................   12,122    12,210    12,633    12,370   8,507
                                                    ========  ========  ========  ======== =======
</TABLE>
<TABLE>
<CAPTION>
                                               December 31,
                                -------------------------------------------
                                  2001     2000     1999     1998    1997
                                -------- -------- -------- -------- -------
                                              (In Thousands)
     <S>                        <C>      <C>      <C>      <C>      <C>
     Balance Sheet Data:
     Cash and cash equivalents. $ 17,980 $ 22,063 $ 44,631 $ 36,924 $24,016
     Working capital...........   41,089   39,237   50,141   56,470  29,805
     Total assets..............  137,832  121,832  118,144  125,102  51,056
     Total stockholders' equity $101,516 $ 90,162 $ 94,700 $ 97,496 $32,843
</TABLE>
--------
(1) Weighted average common shares outstanding has been computed as provided in
    Note 3 to the Consolidated Financial Statements of the Company included
    elsewhere in this Report on Form 10-K.

                                      12

<PAGE>

ITEM 7.  Management's Discussion and Analysis of Financial Condition and
     Results of Operations

   Certain statements contained in this report, including statements regarding
the anticipated development of our business, the intent, belief or current
expectations of our Company, its directors or its officers, primarily with
respect to our business model and future operating performance of our business,
trends in the mix of medical education services revenues toward more
value-added products, the possible effects initially aimed at improving costs
and efficiencies, expectations regarding certain field force logistics
relationships and related revenues and profits, and regarding results in future
periods, operating performance and growth in 2002, the effects of loss of
revenue and the magnitude and timing of revenues from new and existing clients,
and expectations regarding business units within our business, and other
statements contained herein regarding matters that are not historical facts,
are "forward-looking" statements (as such term is defined in the Private
Securities Litigation Reform Act of 1995). Because such statements are subject
to risks and uncertainties, actual results may differ materially from those
expressed or implied by such forward-looking statements. Factors that could
cause actual results to differ materially from those expressed or implied by
such forward-looking statements include, but are not limited to: continuation
of trends in medical education services, risks relating to the market for our
services, our ability to secure new contracts for our contract sales
organization, acceptance of our new services, difficulties inherent in locating
acquisition candidates and consummating acquisitions, and those other risks and
uncertainties contained under the heading ''Risk Factors'' on page 5 of this
Form 10-K.

Overview

   Boron, LePore & Associates, Inc., d/b/a BLP Group Companies (the
''Company''), provides integrated medical education to the healthcare industry.
Our services include strategic consultation, content development, accredited
and non-accredited program development and execution, logistics management and
a variety of internet-based solutions related to these services. Substantially
all of our customers are large pharmaceutical companies seeking to educate
physicians and other healthcare professionals. Our core services include
accredited and non-accredited symposia, advisory boards, satellite symposia,
teleconferences, dinner meetings, sales force education meeting support,
large-scale videoconferences, advocacy development, patient-based services;
such as support groups and community awareness programs, publication planning
and web conferencing. Our services are integrated along the "pre" and "post"
launch periods of the pharmaceutical product life cycle.

   Our objective, is to enhance our position as a leading provider of medical
communications programs, continue to expand our educational services,
particularly content development and delivery, selectively expand and add
complimentary services to support our medical education services. The principal
elements of our strategy are to: (i) improve the support for and depth of our
integrated medical education service solutions; (ii) increase business within
existing customers; (iii) obtain new customers; (iv) target new audiences; and
(v) pursue strategic acquisitions.

   Revenue was $210.9 million in 2001 as compared to $167.9 million in 2000. We
earned net income of $7.1 million in 2001 as compared to $5.4 million in 2000.
Included in the 2000 amounts are approximately $18.2 million in revenue related
to the acquisitions of Consumer2Patient and Armand Scott in May 2000 and June
2000, respectively. These acquired companies contributed approximately $38.3
million in revenue during 2001. Also included in the 2001 amounts are
approximately $8.7 million and a deminimis contribution to net income related
to the acquisition of Medical Media Communications, Inc. ("MMC") in April 2001.

   In December 2000, we signed a three-year renewal of our field sales force
logistics contract with a large pharmaceutical company which runs through 2003.
This new contract replaces the agreement that was set to expire in 2001. As in
the past, the renewed contract provides for a fixed management fee component
and a fee for service component which is dependent upon the level of service
provided.

   Our operating income improved to $11.4 million in 2001 from $6.7 million in
2000. In addition, for the year ended December 31, 2001 our gross profit
percentage improved to 29.8% from 27.6% in the prior period. This

                                      13

<PAGE>

improvement was due to the increased proportion of medical education services
revenue relative to the total revenue which has a higher average gross profit
than our sales services revenue. The higher average gross profit on our medical
education services revenue is due to the lower proportion of production costs
which are passed through to the customer with no mark up. Additionally, we are
delivering more educational content to our customers. The revenue generated
through this offering carries few costs passed through to the customer with no
mark up.

   Certain of our services, particularly symposia and field sales force
logistics, have lower gross margin percentages than our historical medical
education business, while other services, particularly educational conferencing
and medical education content development and delivery, have higher gross
margin percentages than our historical medical education business. As such, the
mix of business generated from individual services could impact our operating
profit percentage. Our operating performance objective is to further enhance
our operating profit through efficiency efforts, become selective in pursuing
noncore, low margin services, carefully manage operating expenses, improve our
mix of revenue and increase our overall revenue. We believe our efforts in
2001, along with our strong balance sheet will enable us to capitalize on
opportunities in the evolving pharmaceutical services marketplace. However,
there can be no assurance that we will achieve our operating performance
objective.

Results of Operations

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

<TABLE>
<CAPTION>
                                                     Years Ended December 31,
                                                     ----------------------
                                                      2001     2000   1999
                                                     -----    -----  -----
     <S>                                             <C>      <C>    <C>
     Revenues....................................... 100.0%   100.0%  100.0%
     Cost of sales..................................  70.2     72.4    73.4
                                                     -----    -----  -----
     Gross profit...................................  29.8     27.6    26.6
                                                     -----    -----  -----
     Selling, general and administrative expenses...  24.3     23.6    26.1
     Loss on disposal of assets.....................   0.1       --      --
     Provision for restructuring and other severance    --       --     1.9
     Goodwill impairment charge.....................    --       --     0.5
                                                     -----    -----  -----
        Total operating expenses....................  24.4     23.6    28.5
                                                     -----    -----  -----
        Operating income (loss).....................   5.4      4.0    (1.9)
                                                     -----    -----  -----
     Interest income................................   0.3      1.4     1.2
                                                     -----    -----  -----
     Income (loss) before provision for income taxes   5.7      5.4    (0.7)
     Provision (benefit) for income taxes...........   2.3      2.2    (0.3)
                                                     -----    -----  -----
        Net income (loss)...........................   3.4%     3.2%   (0.4)%
                                                     =====    =====  =====
</TABLE>

  Year Ended December 31, 2001 Compared to Year Ended December 31, 2000

   Revenues increased $43.0 million, or 25.6 %, from $167.9 million in 2000 to
$210.9 million in 2001. This growth primarily resulted from an increase of
$73.1 million in medical education services revenue. Approximately $38.3
million was generated from acquisitions of Armand Scott and Consumer2Patient in
2001, as compared to $18.2 million in 2000 which reflects amounts earned
subsequent to their respective purchase dates in that year. Additionally, $8.7
million of revenue was generated through the acquisition of MMC in April of
2001. All revenue generated from our 2000 and 2001 acquisitions is included in
medical education services revenue. These amounts are offset by a $30.1 million
decrease in sales services revenues primarily due to lower volume under our
field sales force logistics contract. In 2001, we focused on developing and
expanding our more

                                      14

<PAGE>

profitable medical education offerings, while de-emphasizing aspects of our
sales service business. Specifically, the contract sales service offering was
phased out completely during 2001 due to its low profitability.

   Cost of sales increased $26.5 million, or 21.8%, from $121.5 million in 2000
to $148.0 million in 2001. Gross profit percentage increased from 27.6% in the
prior year to 29.8% in the current period. The improved gross profit percentage
was primarily due to the increased proportion of medical education services
revenue to total revenue, which has a higher average gross profit than our
sales services revenue. The higher average gross profit on our medical
education services revenue is due to the lower proportion of production costs
which are passed through to the customer with no mark up. Additionally, we are
delivering more educational content to our customers. The revenue generated
through this offering carries few costs passed through the customer with no
mark up.

   Selling, general and administrative expenses increased $11.7 million, or
29.5%, from $39.7 million in 2000 to $51.4 million in 2001. This increase was
due to approximately $10.4 million of personnel related expenses, of which
approximately $3.0 million was from employees of acquired companies,
approximatley $1.0 million of operating expenses for Consumer2Patient, Armand
Scott, and MMC not reflected in the 2000 amounts, $0.9 million of increased
rent and certain costs incurred as a result of moving the corporate
headquarters to a new facility, an increase in depreciation and amortization of
approximately $1.2 million and approximately $0.3 million of non-recurring
costs incurred due to meeting cancellations and certain employee costs
resulting from the events of September 11, 2001. These amounts are partially
offset by a decrease of $0.8 million in professional fees and consulting
expenses and approximately $1.3 million in other operating expense amounts.
Selling, general and administrative expenses increased as a percentage of
revenues from 23.6% in the prior year period to 24.3% in the current year. This
increase is primarily the result of additional operating costs incurred to
support our revenue and acquisition growth.

   The loss on the disposal of fixed assets was approximately $0.2 million in
2001 and related primarily to the disposition of computer equipment.

   Operating income increased $4.7 million, from $6.7 million in the year ended
December 31, 2000 to $11.4 million in the year ended December 31, 2001.
Operating income as a percentage of revenues increased from 4.0% in the prior
year period to 5.4% in the current year period. The increase in operating
income as a percentage of revenues was due to the aforementioned increases in
revenue and the decrease in cost of sales as a percentage of revenue. These
amounts are partially offset by the increase in operating costs to support our
growth strategy.

   Interest income was $2.3 million in the year ended December 31, 2000
compared to $0.6 million in the year ended December 31, 2001. This decrease was
primarily due to our lower average cash balance,as a result of acquisitions and
investments in infrastructure, and lower interest rates in the current year
period as compared to the prior year period.

   The provision for income taxes for the years ended December 31, 2001 and
December 31, 2000 reflects estimated Federal and state income tax expense at
our estimated effective tax rate.

   Net income was $5.4 million or $0.45 per diluted share for the year ended
December 31, 2000 compared to net income of $7.1 million or $0.59 per diluted
share for the year ended December 31, 2001. The increase in net income is the
result of our increased operating income, partially offset by the decrease in
interest income, with a diminimus per diluted share contribution in net income
from the acquisition of MMC.

                                      15

<PAGE>

  Year Ended December 31, 2000 Compared to Year Ended December 31, 1999

   Revenues increased $18.5 million, or 12.4 %, from $149.4 million in 1999 to
$167.9 million in 2000. This growth primarily resulted from an increase of
$10.3 million in field sales force logistics services revenue and an increase
of $26.7 million in medical education services revenue (with approximately
$18.2 million of the increase a result of the acquisitions of Armand Scott in
June 2000 and Consumer2Patient in May 2000), offset by a $18.5 million decrease
in contract sales services and other revenues. Included in the 1999 amounts was
a $7.5 million one time special project that was included in field sales force
logistics revenue.

   Cost of sales increased $11.8 million, or 10.8%, from $109.7 million in 1999
to $121.5 million in 2000. Gross profit percentage increased from 26.6% in the
prior year to 27.6% in the current period. The improved gross profit percentage
was primarily due to the increased proportion of medical education services
revenue to total revenue. This increase was partially offset by an increase in
field sales force logistics services revenue, which has a lower average gross
profit than our medical education services, due to the higher proportion of
production costs which are passed through to the customer with no markup.

   Selling, general and administrative expenses increased $0.8 million, or
2.0%, from $38.9 million in 1999 to $39.7 million in 2000. This increase, when
compared to the 1999 amounts, was due to approximately $1.5 million of
personnel related expenses from acquired companies and an increase in
amortization expense of approximately $0.6 million. The increase in 2000
amounts is partially offset by a decrease in bad debts of approximately $0.7
million and a decrease of certain operating costs of approximately $0.6
million. Selling, general and administrative expenses decreased as a percentage
of revenues from 26.1% in the prior year period to 23.6% in the current year.
This decrease is primarily the result of improved operational efficiencies from
the two restructuring plans undertaken in 1999.

   Operating income (loss) increased $9.5 million, from a loss of $2.8 million
in the year ended December 31, 1999 to income of $6.7 million in the year ended
December 31, 2000. Operating income (loss) as a percentage of revenues
increased from a loss of 1.9% in the prior year period to income of 4.0% in the
current year period. The increase in operating income (loss) as a percentage of
revenues was due to the aforementioned increases in revenue as well as the
decreases in cost of sales, restructuring charges and the goodwill impairment
charge as a percentage of revenues.

   Interest income was $1.9 million in the year ended December 31, 1999
compared to $2.3 million in the year ended December 31, 2000. This increase was
primarily due to our higher average cash balance and higher interest rates in
the current year period as compared to the prior year period.

   The provision (benefit) for income taxes for the years ended December 31,
2000 and December 31, 1999 reflects estimated Federal and state income tax
expense (benefit) at our estimated effective tax rate.

   Net loss was $0.6 million or $0.05 per diluted share for the year ended
December 31, 1999 compared to net income of $5.4 million or $0.45 per diluted
share for the year ended December 31, 2000, with approximately $0.01 per
diluted share contribution in net income from the acquisitions of Armand Scott
and Consumer2Patient.

Liquidity and Capital Resources

   At December 31, 2001, we had $41.1 million in net working capital, an
increase of $1.9 million from December 31, 2000. Our sources of liquidity as of
December 31, 2001 were cash and cash equivalents, accounts receivable and our
$15.0 million revolving credit facility.

   Our accounts receivable turnover averaged 92 days for the period ended
December 31, 2001 and 76 days for the period ended December 31, 2000. The
increase in accounts receivable turnover from December 31, 2000 to December 31,
2001 is primarily due to increased sales and additional revenue recognized for
services provided

                                      16

<PAGE>

but unbilled due to the terms of certain contracts fulfilled during the twelve
months ended December 31, 2001. Additionally, customers have implemented new
payment policies, which have slowed the collection process, but we do not
believe have materially affected the collectibility of our receivables. The
allowance for doubtful accounts and credit memo reserves was $1.0 million at
December 31, 2001 and $1.3 million at December 31, 2000.

   During 2001, we generated approximately $7.8 million in cash from operating
activities as compared to $1.1 million during 2000. The change in the amount
provided by operating activities was primarily related to an increase in net
income, depreciation and amortization expense, non-cash compensation expense
and current liability balances, partially offset by an increase in accounts
receivable.

   During 2001, we used approximately $13.7 million of cash in investing
activities which was comprised of $2.5 million used for the business
acquisition of MMC net of acquired cash, $5.6 million of cash paid based on the
attainment of contingent payment goals established during the acquisitions of
Consumer2Patient and Armand Scott and $5.6 million to purchase computers,
telephones, office furniture and equipment and build leasehold improvements
during our office relocation. In addition, the Company may be required to make
additional payments related to the 2000 and 2001 business acquisitions based on
the attainment of certain performance goals in 2002. During 2000, we used
approximately $12.2 million in cash in investing activities which was comprised
of $9.1 million used for business acquisitions, net of acquired cash and $3.1
million used to purchase computers, telephones and office furniture and
equipment.

   Financing activities during 2001 generated approximately $1.8 million of net
cash. The amount generated from financing activities was primarily the result
of proceeds from the exercise of stock options in the amount of $2.0 million,
partially offset by $0.2 million in financing costs incurred to secure the new
revolving credit facility. During 2000, financing activities used $11.5 million
of cash, primarily from $12.0 million to repurchase common stock, offset by
$0.5 million in proceeds from the exercise of stock options.

   Currently, we believe we have sufficient capital resources to fund our
current operations. Additionally, in October 2001 we entered into a $15.0
million revolving credit agreement with a bank. The agreement contains
sublimits of up to $10.0 million to be used for acquisition related activities
and $0.5 million for standby letters of credit. Should we decide to continue to
make acquisitions there may be a need to finance these transactions with the
credit agreement.

New Accounting Pronouncements

   During June 2001, the Financial Accounting Standards Board ("FASB") issued
Statements of Financial Accounting Standards No. 141, "Business Combinations"
("SFAS No. 141") and No. 142 "Goodwill and Other Intangible Assets" ("SFAS No.
142"). SFAS No. 141 changes the accounting for business combinations, requiring
that all business combinations be accounted for using the purchase method and
that intangible assets be recognized as assets apart from goodwill if they
arise from contractual or other legal rights, or if they are separable or
capable of being separated from the acquired entity and sold, transferred,
licensed, rented or exchanged. SFAS No. 141 is effective for all business
combinations initiated after June 30, 2001. SFAS No. 142 specifies the
financial accounting and reporting for acquired goodwill and other intangible
assets. Goodwill and intangible assets that have indefinite useful lives will
not be amortized, but rather will be tested at least annually for impairment.
SFAS No. 142 is effective for fiscal years beginning after December 15, 2001.

   SFAS No. 142 requires that the useful lives of intangible assets acquired on
or before June 30, 2001 be reassessed and the remaining amortization periods
adjusted accordingly. Previously recognized intangible assets deemed to have
indefinite lives will be tested for impairment. Goodwill recognized on or
before June 30, 2001, shall be assigned to one or more reporting units and will
be tested for impairment as of the beginning of the fiscal year in which SFAS
No. 142 is initially applied in its entirety.

                                      17

<PAGE>

   The Company is in the process of assessing the potential impact of the
adoption of SFAS No. 142, which is effective for the Company as of January 1,
2002. The reassessment of intangible assets must be completed during the first
quarter of 2002 and the assignment of goodwill to reporting units, along with
completion of the first step of the transitional goodwill impairment tests,
must be completed during the first six months of 2002. Total accumulated
amortization of intangible assets and goodwill as of December 31, 2001 and 2000
was $8,606 and $5,232, respectively.

   In August of 2001, the FASB issued No. 144, "Accounting for the Impairment
or Disposal of Long Lived Assets" ("SFAS No. 144"), which is effective for
fiscal years beginning after December 15, 2001, and addresses financial
accounting and reporting for the impairment or disposal of long lived assets.
This statement supersedes SFAS No. 121, "Accounting for the Impairment of Long
Lived Assets and for Long Lived Assets to be Disposed Of," and the accounting
and reporting provisions of the Accounting Principles Board No. 30, "Reporting
the Effects of the Disposal of a Segment of a Business, and Extraordinary,
Unusual, and Infrequently Occurring Events and Transactions," for the disposal
of a segment of a business. The Company plans to adopt the standard January 1,
2002, and does not expect the adoption of SFAS No. 144 will have a material
effect on its consolidated results of operations or financial position.

ITEM 7A.  Quantitative and Qualitative Disclosures About Market Risk

None.

                                      18

<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...................................................  20
Consolidated Balance Sheets as of December 31, 2001 and 2000...............................  21
Consolidated Statements of Operations for the Years Ended December 31, 2001, 2000 and 1999.  22
Consolidated Statements of Stockholders' Equity for the Years Ended December 31, 2001, 2000
  and 1999.................................................................................  23
Consolidated Statements of Cash Flows for the Years Ended December 31, 2001, 2000 and 1999.  24
Notes to Consolidated Financial Statements.................................................  25
Schedule of Valuation and Qualifying Accounts..............................................  43
</TABLE>

                                      19

<PAGE>

                   REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To the Board of Directors and Stockholders of 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, 2001 and 2000, and the related consolidated statements of
operations, stockholders' equity and cash flows for each of the three years in
the period ended December 31, 2001. 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 auditing standards generally
accepted in the United States of America. 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 consolidated financial statements referred to above
present fairly, in all material respects, the financial position of Boron,
LePore & Associates, Inc. and Subsidiaries as of December 31, 2001 and 2000,
and the results of its operations and its cash flows for each of the three
years in the period ended December 31, 2001 in conformity with accounting
principles generally accepted in the United States of America.

   Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The schedule listed in the index to the
consolidated 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 1, 2002

                                      20

<PAGE>

                       BORON, LEPORE & ASSOCIATES, INC.

                          CONSOLIDATED BALANCE SHEETS

                     (In Thousands, Except Per Share Data)

<TABLE>
<CAPTION>
                                                                                             December 31,
                                                                                          ------------------
                                                                                            2001      2000
                                                                                          --------  --------
<S>                                                                                       <C>       <C>
                                         ASSETS
Current assets:
   Cash and cash equivalents............................................................. $ 17,980  $ 22,063
   Accounts receivable, net of allowance for doubtful accounts and credit memo
     reserves of $1,014 and $1,286 at December 31, 2001 and 2000 respectively............   53,258    42,402
   Prepaid expenses and other current assets.............................................    3,170     3,866
   Deferred income taxes.................................................................      934     1,250
                                                                                          --------  --------
       Total current assets..............................................................   75,342    69,581
   Furniture, fixtures and equipment, at cost, net of accumulated depreciation of $8,777
     and $6,210 at December 31, 2001 and 2000, respectively..............................   10,440     8,221
   Intangible assets, net................................................................   50,630    43,620
   Other assets..........................................................................    1,420       410
                                                                                          --------  --------
       Total assets...................................................................... $137,832  $121,832
                                                                                          ========  ========
                          LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
   Accounts payable...................................................................... $  4,070  $  6,112
   Accrued payroll.......................................................................    3,540     2,770
   Accrued expenses......................................................................   13,769     9,014
   Deferred revenue......................................................................   12,874    12,448
                                                                                          --------  --------
       Total current liabilities.........................................................   34,253    30,344
Deferred income taxes....................................................................    1,257     1,130
Other liabilities........................................................................      806       196
                                                                                          --------  --------
       Total liabilities.................................................................   36,316    31,670
                                                                                          --------  --------
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; 17,376 issued and 11,665
     outstanding at December 31, 2001; 17,185 issued and 11,245 outstanding at
     December 31, 2000...................................................................      174       172
   Treasury stock, at cost, 5,711 shares at December 31, 2001 and 5,940 shares at
     December 31, 2000, respectively.....................................................  (37,413)  (38,958)
   Deferred compensation.................................................................     (998)       --
   Additional paid-in capital............................................................  124,476   120,774
   Retained earnings.....................................................................   15,277     8,174
                                                                                          --------  --------
       Total stockholders' equity........................................................  101,516    90,162
                                                                                          --------  --------
       Total liabilities and stockholders' equity........................................ $137,832  $121,832
                                                                                          ========  ========
</TABLE>

   The accompanying notes are an integral part of these consolidated balance
                                    sheets.

                                      21

<PAGE>

                       BORON, LEPORE & ASSOCIATES, INC.

                     CONSOLIDATED STATEMENTS OF OPERATIONS

                     (In Thousands, Except Per Share Data)

<TABLE>
<CAPTION>
                                                                 Years Ended December 31,
                                                                --------------------------
                                                                  2001     2000     1999
                                                                -------- -------- --------
<S>                                                             <C>      <C>      <C>
Revenues....................................................... $210,918 $167,881 $149,448
Cost of revenues...............................................  147,988  121,471  109,678
                                                                -------- -------- --------
   Gross profit................................................   62,930   46,410   39,770
                                                                -------- -------- --------
Selling, general and administrative expenses...................   51,363   39,684   38,942
Loss on disposal of fixed assets...............................      167       --       --
Provision for restructuring and other severance................       --       --    2,920
Goodwill impairment charge.....................................       --       --      754
                                                                -------- -------- --------
   Total operating expenses....................................   51,530   39,684   42,616
                                                                -------- -------- --------
   Operating income (loss).....................................   11,400    6,726   (2,846)
Interest income................................................      638    2,347    1,873
                                                                -------- -------- --------
   Income (loss) before provision (benefit) for income taxes...   12,038    9,073     (973)
Provision (benefit) for income taxes...........................    4,935    3,630     (390)
                                                                -------- -------- --------
Net income (loss).............................................. $  7,103 $  5,443 $   (583)
                                                                ======== ======== ========
Net income (loss) per common and common equivalent share:......
Basic.......................................................... $   0.62 $   0.45 $  (0.05)
                                                                ======== ======== ========
Diluted........................................................ $   0.59 $   0.45 $  (0.05)
                                                                ======== ======== ========
Weighted average number of common and common equivalent shares:
Basic..........................................................   11,465   11,980   12,633
                                                                ======== ======== ========
Diluted........................................................   12,122   12,210   12,633
                                                                ======== ======== ========
</TABLE>


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

                                      22

<PAGE>

                       BORON, LEPORE & ASSOCIATES, INC.

                CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

                                (In Thousands)

<TABLE>
<CAPTION>
                                       Common Stock                         Additional
                                      -------------- Treasury    Deferred    Paid-in   Retained
                                      Shares  Amount  Stock    Compensation  Capital   Earnings  Total
                                      ------  ------ --------  ------------ ---------- -------- --------
<S>                                   <C>     <C>    <C>       <C>          <C>        <C>      <C>
Balance as of December 31, 1998...... 12,682   $169  $(24,350)   $    --     $118,363  $ 3,314  $ 97,496
   Net loss..........................     --     --        --         --           --     (583)     (583)
   Exercise of stock options.........     13     --        --         --          118       --       118
   Issuance of stock for business
     acquisitions, earnout payments..     43     --        --         --          308       --       308
   Purchase of treasury stock........   (436)    --    (2,639)        --           --       --    (2,639)
                                      ------   ----  --------    -------     --------  -------  --------
Balance as of December 31, 1999...... 12,302    169   (26,989)        --      118,789    2,731    94,700
   Net income........................     --     --        --         --           --    5,443     5,443
   Exercise of stock options.........     74      1        --         --          524       --       525
   Issuance of stock for business
     acquisitions....................    172      2        --         --        1,461       --     1,463
   Purchase of treasury stock........ (1,303)    --   (11,969)        --           --       --   (11,969)
                                      ------   ----  --------    -------     --------  -------  --------
Balance as of December 31, 2000...... 11,245    172   (38,958)        --      120,774    8,174    90,162
   Net income........................     --     --        --         --           --    7,103     7,103
   Exercise of stock options.........    192      2        --         --        1,748       --     1,750
   Purchase of treasury stock........     (8)    --        (3)        --           --       --        (3)
   Treasury shares issued for:.......
       Restricted common stock
         awards......................     84     --       548     (1,166)         618       --        --
       Business acquisitions,
         earnout payments............    125     --       823         --          977       --     1,800
       Exercise of stock options.....     27     --       177         --           22       --       199
   Amortization of deferred
     compensation....................     --     --        --        168           --       --       168
   Compensatory stock options........     --     --        --         --          337       --       337
                                      ------   ----  --------    -------     --------  -------  --------
Balance as of December 31, 2001...... 11,665   $174  $(37,413)   $  (998)    $124,476  $15,277  $101,516
                                      ======   ====  ========    =======     ========  =======  ========
</TABLE>

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

                                      23

<PAGE>

                       BORON, LEPORE & ASSOCIATES, INC.

                     CONSOLIDATED STATEMENTS OF CASH FLOWS

                                (In Thousands)

<TABLE>
<CAPTION>
                                                                                     Years Ended December 31,
                                                                                   ----------------------------
                                                                                     2001      2000      1999
                                                                                   --------  --------  --------
<S>                                                                                <C>       <C>       <C>
Cash flows from operating activities:
   Net income (loss).............................................................. $  7,103  $  5,443  $   (583)
   Adjustments to reconcile net income (loss) to net cash provided by
     operating activities:........................................................
       Depreciation and amortization..............................................    6,297     4,710     4,210
       Provision for doubtful accounts and credit memo reserves...................      140       254     1,249
       Non-cash compensation......................................................      505        --        --
       Loss on disposal of fixed assets...........................................      167        --        --
       Provision for restructuring and other severance............................       --        --     2,920
       Goodwill impairment charge.................................................       --        --       754
       Deferred income taxes......................................................      443        80    (1,280)
       Changes in operating assets and liabilities, net of effects from
         acquisitions of businesses:..............................................
          (Increase) decrease in accounts receivable..............................  (11,307)   (9,788)   15,578
          Decrease (increase) in prepaid expenses and other current assets........      703      (881)      291
          (Increase) decrease in other assets.....................................   (1,010)      (84)      144
          Increase in accounts payable and accrued expenses.......................    3,721     2,198        42
          Increase (decrease) in deferred revenue.................................      425    (1,023)      209
          Increase in other liabilities...........................................      610       196        --
                                                                                   --------  --------  --------
       Net cash provided by operating activities..................................    7,797     1,105    23,534
                                                                                   --------  --------  --------
Cash flows from investing activities:
   Purchases of furniture, fixtures and equipment.................................   (5,602)   (3,137)   (1,873)
   Business acquisitions, net of acquired cash....................................   (2,470)   (9,092)       --
   Business acquisitions, earnout payments........................................   (5,600)       --   (11,433)
                                                                                   --------  --------  --------
       Net cash used in investing activities......................................  (13,672)  (12,229)  (13,306)
                                                                                   --------  --------  --------
Cash flows from financing activities:
   Financing costs................................................................     (154)       --        --
   Proceeds from exercise of stock options........................................    1,949       525       118
   Purchase of treasury stock.....................................................       (3)  (11,969)   (2,639)
                                                                                   --------  --------  --------
       Net cash provided by (used in) financing activities........................    1,792   (11,444)   (2,521)
                                                                                   --------  --------  --------
       Net (decrease) increase in cash and cash equivalents.......................   (4,083)  (22,568)    7,707
Cash and cash equivalents, beginning of year......................................   22,063    44,631    36,924
                                                                                   --------  --------  --------
Cash and cash equivalents, end of year............................................ $ 17,980  $ 22,063  $ 44,631
                                                                                   ========  ========  ========
Supplemental disclosures of cash flow information:
Cash paid during the year for:
   Taxes.......................................................................... $  5,178  $  4,114  $  1,799
</TABLE>

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

                                      24

<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, d/b/a BLP Group Companies
(the ''Company''), provides integrated medical education services to the
healthcare industry. The Company was founded in 1981 and has become a leading
provider of educational meetings, educational content development and delivery,
accredited medical education programs, symposia, video satellite conferences,
web casts and other distance learning initiatives, visiting faculty programs,
clinical advisory panels and field sales force logistics services.

2. Summary of Significant Accounting Policies:

Use of Estimates:

   The preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America 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 intercompany balances
and transactions have been eliminated. The results of operations includes the
accounts of Medical Media Communications, Inc. from April 30, 2001, Armand
Scott, Inc. from June 29, 2000 and Consumer2Patient, Inc. from May 17, 2000
(See Note 15).

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 field force logistics services is recorded in the period the
services are performed and are based on the specific terms of the contract.
Revenue for content development is recognized when the academic material is
delivered to and accepted by the applicable customer.

   Customers are invoiced according to agreed upon billing terms. Items that
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.
Amounts earned for revenue recognized before the agreed upon billing terms have
been met are recorded as accrued revenue and included in accounts receivable on
the accompanying consolidated balance sheets.


                                      25

<PAGE>

                       BORON, LEPORE & ASSOCIATES, INC.

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
                (in thousands, except share and per share data)

Fixed Assets:

   Furniture, fixtures and equipment are stated at cost. Depreciation is
calculated using the straight-line method over estimated useful lives of the
individual assets. Computer and telephone equipment lives are three to ten
years, furniture and fixtures lives are five to ten years, and leasehold
improvements are amortized over the shorter of the lives of the leases or the
estimated useful lives which do not exceed eleven years. Expenditures for
repairs and maintenance are expensed as incurred while renewals and betterments
are capitalized and depreciated.

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 amortized over periods ranging from 10 to 20
years, and other intangible assets are amortized over the term of the related
agreement, generally 3 to 5 years.

   The Company's total amortization expense was $3,374, $2,437 and $1,850 for
the years ending December 31, 2001, 2000 and 1999, respectively, and
accumulated amortization expense was $8,606 and $5,232 at December 31, 2001 and
2000, respectively.

Income Taxes:

   The provisions of Statement of Financial Accounting Standards No. 109,
''Accounting for Income Taxes" ("SFAS No. 109") require 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 (See Note 8).

Long-Lived Assets:

   The provisions of Statement of Financial Accounting Standards No. 121,
''Accounting for the Impairment of Long-Lived Assets'' (''SFAS No. 121'')
require, 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. If
the fair value is less than the carrying amount of the asset, a loss is
recognized for the difference. In the opinion of management, no such changes in
circumstances have occurred as of December 31, 2001.

Stock-Based Compensation:

   The provisions of Statement of Financial Accounting Standards No. 123,
''Accounting for Stock-Based Compensation'' (''SFAS No. 123'') require that an
entity account for employee stock compensation under a fair value based method.
However, SFAS No. 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 Accounting Principles Board Opinion No. 25,
''Accounting for Stock Issued to Employees'' (''Opinion 25''). The Company
elected to remain with the accounting under Opinion 25 and related
interpretations 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
No. 123 had been applied (See Note 11).

                                      26

<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 No. 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 Note 3).

Segments of an Enterprise:

   Statement of Financial Accounting Standards No. 131, "Disclosures about
Segments of an Enterprise and Related Information" ("SFAS No. 131"). SFAS No.
131 establishes standards for reporting of financial information about
operating segments in annual financial statements (See Note 14). The Company's
management considers its business to be a single business entity - providing
integrated medical education services to the healthcare industry.

Reclassification:

   Certain balances in prior years financial statements have been reclassified
to conform to the presentation adopted in the current year.

New Accounting Pronouncements:

   During June 2001, the Financial Accounting Standards Board ("FASB") issued
Statements of Financial Accounting Standards No. 141, "Business Combinations"
("SFAS No. 141"), and No. 142, "Goodwill and Other Intangible Assets" ("SFAS
No. 142"). SFAS No. 141 changes the accounting for business combinations,
requiring that all business combinations be accounted for using the purchase
method and that intangible assets be recognized as assets apart from goodwill
if they arise from contractual or other legal rights, or if they are separable
or capable of being separated from the acquired entity and sold, transferred,
licensed, rented or exchanged. SFAS No. 141 is effective for all business
combinations initiated after June 30, 2001. SFAS No. 142 specifies the
financial accounting and reporting for acquired goodwill and other intangible
assets. Goodwill and intangible assets that have indefinite useful lives will
not be amortized, but rather will be tested at least annually for impairment.
SFAS No. 142 is effective for fiscal years beginning after December 15, 2001.

   SFAS No. 142 requires that the useful lives of intangible assets acquired on
or before June 30, 2001 be reassessed and the remaining amortization periods
adjusted accordingly. Previously recognized intangible assets deemed to have
indefinite lives will be tested for impairment. Goodwill recognized on or
before June 30, 2001, is assigned to one or more reporting units and will be
tested for impairment as of the beginning of the fiscal year in which SFAS No.
142 is initially applied in its entirety.

   The Company is in the process of assessing the potential impact of the
adoption of SFAS No. 142, which is effective for the Company as of January 1,
2002. The reassessment of intangible assets must be completed during the first
quarter of 2002 and the assignment of goodwill to reporting units, along with
completion of the first step of the transitional goodwill impairment tests,
must be completed during the first six months of 2002. Total accumulated
amortization of intangible assets and goodwill as of December 31, 2001 and 2000
was $8,606 and $5,232, respectively.

                                      27

<PAGE>

                       BORON, LEPORE & ASSOCIATES, INC.

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
                (in thousands, except share and per share data)


   In August of 2001, the FASB issued SFAS No. 144, "Accounting for the
Impairment or Disposal of Long Lived Assets," ("SFAS No. 144) which is
effective for fiscal years beginning after December 15, 2001, and addresses
financial accounting and reporting for the impairment or disposal of long lived
assets. This statement supersedes SFAS No. 121, "Accounting for the Impairment
of Long Lived Assets and for Long Lived Assets to be Disposed Of," and the
accounting and reporting provisions of the Accounting Principles Board No. 30,
"Reporting the Effects of the Disposal of a Segment of a Business, and
Extraordinary, Unusual, and Infrequently Occurring Events and Transactions,"
for the disposal of a segment of a business. The Company plans to adopt the
standard January 1, 2002, and does not expect the adoption of SFAS No. 144 will
have a material effect on its consolidated results of operations or financial
position.

3.  Earnings Per Share:

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

<TABLE>
<CAPTION>
                                                         For the Years Ended December 31,
                                                       -----------------------------------
                                                          2001        2000        1999
                                                       ----------- ----------- -----------
<S>                                                    <C>         <C>         <C>
Numerator:
Net income (loss)--Basic and Diluted.................. $     7,103 $     5,443 $      (583)
                                                       =========== =========== ===========
Denominator:
Weighted average shares outstanding--Basic............  11,464,971  11,979,829  12,633,483
Incremental shares from assumed conversions of options     656,816     230,423          --
                                                       ----------- ----------- -----------
Weighted average shares outstanding--Diluted..........  12,121,787  12,210,252  12,633,483
                                                       =========== =========== ===========
Net income (loss) per share--Basic....................      $ 0.62      $ 0.45     $ (0.05)
                                                            =====       =====      =======
Net income (loss) per share--Diluted..................      $ 0.59      $ 0.45     $ (0.05)
                                                            =====       =====      =======
</TABLE>


   The diluted share base for the year ended December 31, 1999 excludes
incremental shares of 77,104 related to employee stock options. These shares
are excluded due to their antidilutive effect as a result of the Company's loss
from continuing operations during 1999.

4.  Revolving Credit Agreement:

   In October 2001, the Company entered into a $15,000 revolving credit
agreement with a bank, secured by substantially all of the Company's assets.
The agreement contains sublimits of up to $10,000 to be used for acquisition
related activities and $500 for standby letters of credit. Interest rates are
based on the London Interbank Offered Rate plus 1.75% or the prime rate. The
prime rate as of December 31, 2001 was 4.75%. A facility fee is charged on the
unused amount at a rate of .125%. The credit agreement expires on December 31,
2003. As of December 31, 2001, the Company has $400 in outstanding letters of
credit.

   The Company's revolving line of credit is subject to certain covenants
including, but not limited to, certain provisions that restrict the Company's
ability to make capital expenditures and require the Company to maintain a
certain level of net worth. Additionally, the agreement contains certain
financial covenants including funded debt to EBITDA and interest coverage
ratio. The Company was in compliance with all such covenants at December 31,
2001.

                                      28

<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,
                                                                   ----------------
                                                                    2001     2000
                                                                   -------  -------
<S>                                                                <C>      <C>
Computer and telephone equipment.................................. $13,671  $ 9,449
Furniture and fixtures............................................   3,567    2,961
Leasehold improvements............................................   1,582    1,673
Other.............................................................     397      348
                                                                   -------  -------
                                                                    19,217   14,431
Less: Accumulated depreciation....................................  (8,777)  (6,210)
                                                                   =======  =======
Furniture, fixtures and equipment, net of accumulated depreciation $10,440  $ 8,221
                                                                   =======  =======
</TABLE>

   Depreciation expense was $2,923, $2,273 and $2,360 for the years ended
December 31, 2001, 2000 and 1999, respectively.

6.  Accrued Expenses:

   Accrued expenses are comprised of the following:

<TABLE>
<CAPTION>
                                                      December 31,
                                                     ---------------
                                                      2001    2000
                                                     ------- -------
           <S>                                       <C>     <C>
           Accrued honoraria........................ $ 1,150  $1,115
           Accrued restructuring and other severance     383     727
           Accrued meeting expenses.................  10,934   6,164
           Other accrued expenses...................   1,302   1,008
                                                     ------- -------
              Total Accrued Expenses................ $13,769  $9,014
                                                     ======= =======
</TABLE>

7.  Commitments and Contingencies:

Operating Leases:

   The Company leases office space, automobiles, and equipment under various
operating leases expiring at various dates through 2012. Approximate annual
lease commitments for the next five years and thereafter are as follows:

<TABLE>
                           <S>                 <C>
                           2002............... $3,240
                           2003...............  3,136
                           2004...............  2,559
                           2005...............  2,201
                           2006...............  2,095
                           2007 and thereafter  7,506
</TABLE>

   Rent expense charged against operations approximated $2,356, $1,474, and
$1,610 for the years ended December 31, 2001, 2000 and 1999, respectively.
Total lease commitments have not been reduced by minimum annual sublease
rentals of approximately $1,771 on leases due in the future under
non-cancelable leases.

                                      29

<PAGE>

                       BORON, LEPORE & ASSOCIATES, INC.

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
                (in thousands, except share and per share data)


Litigation:

   On or about May 25, 1999, one stockholder of the Company filed a punitive
class action lawsuit against the Company and certain of the Company's officers
in the United States District Court for the District of New Jersey (the
"Court"). The suit alleges that the Company, certain of its officers and
directors, and certain institutional stockholders violated the federal
securities laws by making material misrepresentations and omissions in certain
public disclosures related to, among other things, the secondary offering made
by the Company in May 1998, the Company's relationship with GlaxoWellcome, and
the impact of various events on the Company's earnings. In March 2002, the
Company entered into a definitive settlement agreement to settle all claims in
connection with the shareholder class action litigation pending in the Court.
This settlement will result in the release of all claims brought by the
participating class action plaintiffs against the Company and its current and
former officers and directors. This settlement has been signed by the parties
and is subject to final approval by the Court. The settlement has no admission
of liability by the Company or its current or former officers or directors and
will be funded by payment from the Company's insurance carriers.

   In addition, the Company, from time to time, is involved in legal
proceedings incurred in the normal course of business. The Company believes
none of these proceedings will have a material adverse effect on the financial
condition or liquidity of the Company.

Employment Agreements:

   The Company has entered into employment and other agreements with its
executive officers and certain other senior management employees, some of whom
are stockholders of the Company. The employment agreements specify duties,
benefits, confidentiality and miscellaneous other provisions. The employment
agreements generally have initial terms of one to two years, with one-year
renewals after such initial term. Assuming continued employment through 2002,
as of December 31, 2001, the maximum contingent liability related to employment
and other agreements is approximately $4,112.

   During 2000, the Company adopted a Long Term Incentive Plan ("LTIP")
covering six key employees. This plan provides for a cash bonus pool payable in
2003 upon the achievement of certain financial targets, stock option grants,
restricted stock awards and matching deferred compensation arrangements (see
Note 13), among other things. In 2001, the Company issued restricted stock
valued at approximately $259 to these employees, which is included in deferred
compensation. The issuances were recorded based on the fair market value of the
stock on the date of the issuance and vest ratably over a two-year period.
Accordingly, $72 was charged to compensation expense in the accompanying
statement of operations for the year ended December 31, 2001.

8.  INCOME TAXES:

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

<TABLE>
<CAPTION>
                                   2001   2000   1999
                                  ------ ------ -------
                        <S>       <C>    <C>    <C>
                        Current.. $4,492 $3,550 $   890
                        Deferred.    443     80  (1,280)
                                  ------ ------ -------
                           Total. $4,935 $3,630 $  (390)
                                  ====== ====== =======
</TABLE>

                                      30

<PAGE>

                       BORON, LEPORE & ASSOCIATES, INC.

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
                (in thousands, except share and per share data)


   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>
                                                2001  2000  1999
                                                ----  ----  ----
              <S>                               <C>   <C>   <C>
              Federal statutory rate........... 34.0% 34.0% 34.0%
              State taxes net of Federal effect  6.8   5.8   6.0
              Other............................  0.2   0.2   0.0
                                                ----  ----  ----
              Effective tax rate............... 41.0% 40.0% 40.0%
                                                ====  ====  ====
</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:

<TABLE>
<CAPTION>
                                                           2001   2000
                                                          ------ ------
        <S>                                               <C>    <C>
        Deferred tax assets:
           Allowance for doubtful accounts............... $  405 $  514
           Restructuring and other severance reserves....     89    190
           Employee benefits and compensation............    343    131
           Other.........................................     97    415
                                                          ------ ------
               Total deferred income tax assets.......... $  934 $1,250
                                                          ====== ======
        Deferred tax liabilities:
           Tax over book depreciation....................    461 $  495
           Tax over book goodwill amortization...........    760    635
           Other.........................................     36     --
                                                          ------ ------
               Total deferred income tax liabilities..... $1,257 $1,130
                                                          ====== ======
</TABLE>

   The realization of the Company's deferred income tax assets is dependent on
future taxable income. The Company believes that it is more likely than not
such assets will be realized; however, ultimate realization could be negatively
impacted by market conditions and other variables not known or anticipated at
this time.

9.  Major Customers:

   Revenue from three customers accounted for approximately $38,600 (18%),
$28,400 (14%), and $24,600 (12%) of total revenue for the year ending December
31, 2001.

   Revenue from two customers accounted for approximately $67,000 (40%) and
$13,100 (8%) of total revenue for the year ending December 31, 2000.

   Revenue from two customers accounted for approximately $59,000 (39%) and
$16,600 (11%) of total revenue for the year ending December 31, 1999.

   Two major customers accounted for approximately $18,824 (35%), and $16,575
(39%), of accounts receivable at December 31, 2001 and 2000, respectively.

                                      31

<PAGE>

                       BORON, LEPORE & ASSOCIATES, INC.

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
                (in thousands, except share and per share data)


10.  Treasury Stock:

   During 1999, the Company's Board of Directors authorized the Company to
repurchase up to 1,000,000 shares of its common stock, in open market or
negotiated transactions. During 2000, the Board of Directors expanded this
initiative, authorizing the repurchase of an additional 1,000,000 shares. The
Company has repurchased 1,731,000 shares through December 31, 2001 at a cost of
$14,605.

   Additionally, during 2001 and 1999, the Company repurchased 8,333 shares of
common stock from former employees at a cost of $3, respectively in each year.

   In 2001, 236 of these treasury shares were reissued for restricted common
stock awards, business acquisition earnout payments and through the exercise of
stock options.

11.  Stock Option and Restricted Stock Awards:

   During 1996, the Boron, LePore & Associates 1996 Stock Option and Grant Plan
(the ''1996 Plan'') was established. In August 1997, the 1996 Plan was amended
to increase the shares of stock reserved for issuance under the 1996 Plan to
4,000,000 shares. In May 2001, the 1996 Plan was amended to increase the shares
of stock reserved for issuance under the 1996 Plan to 5,200,000. During 1998,
the Boron, LePore & Associates 1998 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, 1998.......  1,819,502   $9.45--38.50      $24.42
   Granted.............................  1,638,200    6.31--13.00        9.14
   Cancelled........................... (1,031,460)   6.31--38.50       21.89
   Exercised...........................    (12,499)          9.45        9.45
                                        ----------   ------------      ------
Outstanding at December 31, 1999.......  2,413,743    6.31--35.75       15.21
   Granted.............................  1,230,049    7.50--12.00        8.98
   Cancelled...........................   (681,713)   6.56--35.75       16.74
   Exercised...........................    (74,350)   6.56-- 8.75        7.06
                                        ----------   ------------      ------
Outstanding at December 31, 2000.......  2,887,729    6.31--35.75       12.34
   Granted.............................  1,824,219    9.49--14.29       12.69
   Cancelled...........................   (390,044)   7.13--35.13       20.09
   Exercised...........................   (218,780)   6.31--13.00        8.91
                                        ----------   ------------      ------
Outstanding at December 31, 2001.......  4,103,124   $6.31--33.75      $11.94
                                        ==========   ============      ======
Shares exercisable at December 31, 2001  1,517,981   $6.31--35.75      $12.63
                                        ==========   ============      ======
</TABLE>

                                      32

<PAGE>

                       BORON, LEPORE & ASSOCIATES, INC.

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
                (in thousands, except share and per share data)


   The following table summarizes information about options outstanding at
December 31, 2001:

<TABLE>
<CAPTION>
                                                         Options Exercisable at
              Options Outstanding at December 31, 2001      December 31, 2001
              ---------------------------------------- ---------------------------
<S>           <C>         <C>        <C>               <C>       <C>
                          Weighted
               Number      Average   Weighted Average
                 of       Exercise   Contractual Life   Number   Weighted Average
Range          Shares       Price        (Years)       of Shares  Exercise Price
-----          ---------  ---------  ----------------  --------- -----------------
$ 6.31-- 7.70   763,500   $    7.18        8.0           472,500 $            7.10
$ 7.71--11.55 1,107,068        9.56        8.6           328,753              9.51
$11.56--23.10 1,901,719       12.83        9.6           431,375             12.84
$23.11--35.75   330,837       25.73        6.4           285,353             25.07
               ---------  ---------                    ---------             -----
              4,103,124   $   11.94                    1,517,981 $           12.63
               =========  =========                    ========= =================
</TABLE>

   Of the total options outstanding under the 1996 and 1998 Plans, 1,517,981,
907,696, and 535,876 were exercisable at December 31, 2001, 2000 and 1999,
respectively. Stock options available for grant were 67,587, 492,025, and
953,860, at December 31, 2001, 2000 and 1999, respectively.

   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 (loss) would have been as follows:

<TABLE>
<CAPTION>
                                                     2001   2000   1999
                                                    ------ ------ -------
      <S>                                           <C>    <C>    <C>
      Pro forma net income (loss).................. $1,745 $1,461 $(5,298)
      Pro forma net income (loss) per common share:
         Basic..................................... $ 0.15 $ 0.12 $ (0.42)
         Diluted................................... $ 0.14 $ 0.12 $ (0.42)
</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 2001,
2000 and 1999: weighted-average risk-free interest rates of 1.7%, 6.2%, and
6.8% for 2001, 2000 and 1999, respectively, no dividends, volatility factors of
the expected market price of the Company's common stock of 57.2%, 66.5% and
100.0% for 2001, 2000 and 1999, respectively, a weighted-average expected life
of the options of 6.0 years for 2001 and 1999 and 5.0 years for 2000 and a
weighted-average grant date fair value of options granted during fiscal years
of $6.87, $5.49 and $7.51 for 2001, 2000 and 1999, respectively.

   Additionally in 2001, the Company issued restricted stock valued at
approximately $907 to certain key employees, which is included in deferred
compensation. The issuances were recorded based on the fair market value of the
stock on the date of the issuance and vest ratably over a three-year period.
Accordingly, $96 was charged to compensation expense in the accompanying
statement of operations for the year ended December 31, 2001.

12.  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.

                                      33

<PAGE>

                       BORON, LEPORE & ASSOCIATES, INC.

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
                (in thousands, except share and per share data)


   The 401(k) Plan is employee funded up to an elective annual deferral. In
addition, the Company matches 50% of the participant's contribution up to a
maximum employer contribution of 2.0% of the employee's total compensation. For
the years ended December 31, 2001, 2000 and 1999, the Company's matching
contributions and administrative expenses less employee forfeitures to the
401(k) Plan were approximately $(86), $133 and $227, respectively.

13.  Nonqualified Deferred Compensation Plan:

   During 2000, the Company offered a nonqualified deferred compensation plan
to a select group of management and highly compensated employees that provide
the opportunity to defer a specified percentage of their compensation.
Participants may elect to defer up to 19% of the annual base salary and up to
100% of their bonus. The Company's obligations under this plan are unfunded for
tax purposes and for purposes of Title I of the Employment Retirement Income
Security Act of 1974 and are unsecured general obligations of the Company to
pay in the future the value of the deferred compensation adjusted to reflect
the performance, whether positive or negative, of selected investment
measurement options, chosen by each participant, during the deferral period.
Additionally, the Company matches the employee contribution for a select group
of employees that participate in the LTIP based on a specified percentage
determined by years of service with the Company. For the years ended December
31, 2001 and 2000, the Company's matching contributions were approximately $120
and $125, respectively. All amounts contributed to the plan are reflected in
other assets and other liabilities on the accompanying consolidated balance
sheets and approximate $783 and $173 at December 31, 2001 and 2000,
respectively.

14.  Segment Information:

   The Company's management considers its business to be a single business
entity - providing medical education services to the healthcare industry. The
Company's services generally are utilized by customers and people associated
with the pharmaceutical industry and the medical profession. Management has
traditionally evaluated its product offerings on a revenue basis, which is
presented below. However, due to the evolution of the business, the similarity
of the service offerings, and developments in the production process, the
Company will report one line of business in 2002. Management will continue to
evaluate profitability and allocate resources on an enterprise wide basis due
to shared infrastructures.

<TABLE>
<CAPTION>
                                     For the Years Ended December 31,
                                     --------------------------------
                                        2001       2000       1999
                                      --------   --------   --------
          <S>                        <C>        <C>        <C>
          Revenues:
          Medical education services $167,920   $ 94,798   $ 68,081
          Sales services............   42,998     73,083     81,367
                                      --------   --------   --------
             Total revenues......... $210,918   $167,881   $149,448
                                      ========   ========   ========
</TABLE>

   As explained above, in 2002 "Medical Education Services" and "Sales
Services" will be combined and disclosed as "Medical Education Services."
Management believes this new classification provides the most useful and
relevant measurements to evaluate its business.

                                      34

<PAGE>

                       BORON, LEPORE & ASSOCIATES, INC.

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
                (in thousands, except share and per share data)


15.  Acquisitions:

   In January 1998, the Company purchased certain assets from Decision Point,
Inc., an Illinois company. The purchase price was $800 in cash. The acquisition
has been accounted for using the purchase method of accounting. The excess of
purchase price over net assets acquired was approximately $800. In accordance
with the measurement of goodwill impairment as discussed in Note 2, the Company
determined that, due to the inability of the long lived asset to generate
future cash flows sufficient to recover the carrying amount, the remaining
unamortized purchase price of $754 was impaired. As a result, the Company wrote
down the goodwill to zero during 1999.

   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 paid
$700 during 1999 based on the attainment of financial 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
$9,200 and is being amortized over a twenty-year period through December 31,
2001.

   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 paid an additional $9,500 during 1999 based
upon the attainment of certain operating income 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 $26,000 and is
being amortized over a twenty-year period through December 31, 2001.

   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. During 1999, the Company paid $1,233 in cash and 43,406 shares of the
Company's common stock based on the attainment of certain financial 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 $4,000 and is being amortized over a twenty-year period through
December 31, 2001.

   In May 2000, the Company purchased substantially all of the assets and
assumed certain liabilities of Consumer2Patient, Inc., a North Carolina
corporation, Physician to Physician, LLC, a North Carolina limited liability
corporation, and Alternative Media Solutions, LLC, a North Carolina limited
liability corporation. The purchase price was $2,000 in cash. During 2001, the
Company paid an additional $2,000 in cash based on the attainment of certain
financial 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 $3,850 of which approximately $3,720 and $130 is
allocated to goodwill and non-compete agreements, respectively. The resulting
goodwill is being amortized over a ten year period through December 31, 2001.
The non-compete agreement is being amortized over a three-year period.

   In June 2000, the Company purchased substantially all of the assets and
assumed certain liabilities of Armand Scott, Inc., a New Jersey corporation.
The purchase price was $7,500 in cash and 172,167 shares of the Company's
common stock. During 2001, the Company paid $3,600 in cash and 125,523 shares
of the Company's common stock based on the attainment of certain financial
goals. In addition, the Company may be required to pay an additional amount up
to $5,400 in contingent cash and stock payments based on the achievement of
certain operating income goals of the acquired business during the one year
period ended June 30, 2002. The

                                      35

<PAGE>

                       BORON, LEPORE & ASSOCIATES, INC.

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
                (in thousands, except share and per share data)

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 $13,343, of which approximately $12,863 and $480 is allocated to
goodwill and non-compete agreements, respectively. The resulting goodwill is
being amortized over a 15 year period through December 31, 2001. The
non-compete agreement is being amortized over a three-year period.

   On April 30, 2001, the Company purchased substantially all of the assets and
assumed certain liabilities of Medical Media Communications, Inc., an Illinois
corporation. The purchase price was $2,625 in cash. In January 2002, an
additional $1,600 was paid based upon the attainment of certain financial
goals. In addition, the Company may be required to pay an additional amount up
to $1,600 in contingent cash payments based on the achievement of certain
financial goals of the acquired business during the one year period ended April
30, 2003. 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 $2,619, of which approximately $2,319 and $300 is allocated
to goodwill and non-compete agreements, respectively. The resulting goodwill is
being amortized over a 15 year period through December 31, 2001. The
non-compete agreement is being amortized over a three-year period.

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

<TABLE>
<CAPTION>
                                          For the Years Ended December 31,
                                          --------------------------------
                                             2001       2000       1999
                                           --------   --------   --------
     <S>                                  <C>        <C>        <C>
     Net revenues........................ $212,452   $184,071   $175,091
     Net income.......................... $  7,149   $  6,634   $  2,676
                                           ========   ========   ========
     Pro forma diluted earnings per share $   0.59   $   0.54   $   0.21
                                           ========   ========   ========
</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.

                                      36

<PAGE>

                       BORON, LEPORE & ASSOCIATES, INC.

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
                (in thousands, except share and per share data)


16.  Provision for Restructuring and Other Severance:

   During 1999, the Company incurred two provisions for restructuring and other
severance based on approved management plans. During the second quarter of
1999, the Company recorded a provision for restructuring in the amount of
$1,700 and during the fourth quarter of 1999, the Company recorded a provision
for restructuring and other severance in the amount of $1,220. The fourth
quarter provision was net of a $280 reversal related to the second quarter
provision. The second quarter provision relates to a workforce reduction of
approximately 90 employees, the downsizing or closing of certain office
locations and other related costs which represent approximately 67%, 21% and
12%, respectively, of the total provision. The fourth quarter provision relates
to the wind-down of the Company's teleservice business in Norfolk, Virginia,
including a workforce reduction of approximately 75 employees and the
disposition of certain assets, and a management change which represent
approximately 12%, 60% and 28%, respectively, of the total provision. The
activity impacting the accrual for restructuring and other severance during
2001 and 2000 is summarized in the following table:

<TABLE>
<CAPTION>
                           Balance at    Charges    Balance at    Charges    Balance at
                          December 31, Utilized in December 31, Utilized in December 31,
                              1999        2000         2000        2001         2001
                          ------------ ----------- ------------ ----------- ------------
<S>                       <C>          <C>         <C>          <C>         <C>
Workforce reductions.....    $1,109      $(1,022)      $ 87        $ (83)       $  4
Disposition of facilities     1,115         (484)       631         (261)        370
Other....................        63          (54)         9           --           9
                             ------      -------       ----        -----        ----
                             $2,287      $(1,560)      $727        $(344)       $383
                             ======      =======       ====        =====        ====
</TABLE>

17.  Quarterly Results of Operations (Unaudited):

   Summarized unaudited quarterly operating results for 2001 and 2000 are as
follows:

<TABLE>
<CAPTION>
                                                Fiscal Quarters Ended
                                        -------------------------------------
                                        March 31, June 30, Sept. 30, Dec. 31,
                                          2001      2001     2001      2001
                                        --------- -------- --------- --------
   <S>                                  <C>       <C>      <C>       <C>
   Revenues............................  $46,067  $53,327   $45,970  $65,554
   Gross profit........................   14,033   16,131    13,383   19,383
   Net income..........................    1,389    1,911     1,329    2,474
   Net income per common share--basic..  $  0.12  $  0.17   $  0.12  $  0.21
   Net income per common share--diluted  $  0.12  $  0.16   $  0.11  $  0.20
</TABLE>

<TABLE>
<CAPTION>
                                                Fiscal Quarters Ended
                                        -------------------------------------
                                        March 31, June 30, Sept. 30, Dec. 31,
                                          2000      2000     2000      2000
                                        --------- -------- --------- --------
   <S>                                  <C>       <C>      <C>       <C>
   Revenues............................  $37,114  $41,099   $39,591  $50,077
   Gross profit........................    9,661   11,375    11,315   14,059
   Net income..........................    1,064    1,310     1,264    1,805
   Net income per common share--basic..  $  0.09  $  0.11   $  0.11  $  0.16
   Net income per common share--diluted  $  0.09  $  0.11   $  0.10  $  0.15
</TABLE>

                                      37

<PAGE>

                       BORON, LEPORE & ASSOCIATES, INC.

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
                (in thousands, except share and per share data)


18.  Subsequent Event:

   In February of 2002, the Board of Directors approved the adoption of the
2002 Stock Option and Incentive Plan. The shares of stock reserved for issuance
under this plan is 500,000 shares. Shares of this plan cannot be granted to
officers or directors.

   In February of 2002, the Board of Directors approved the adoption of the
2002 Stock Option and Incentive Plan. The shares of stock reserved for issuance
under this plan is 1,200,000 shares. The adoption of this plan is subject to
shareholder approval.

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 2002 Annual Meeting of Stockholders to be held in May
2002 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 2002 Annual Meeting
of Stockholders to be held in May 2002 is incorporated herein by reference.

ITEM 12.  Security Ownership of Certain Beneficial Owners znd Management

   The information appearing under the caption ''Principal and Management
Stockholders'' in the registrant's definitive proxy statement relating to the
2002 Annual Meeting of Stockholders to be held in May 2002 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 2002 Annual Meeting of
Stockholders to be held in May 2002 is incorporated herein by reference.

                                      38

<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.  The following is a complete list of Exhibits filed or
incorporated by reference as part of this Annual Report.

<TABLE>
<C>     <S>
 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.(2)

 2.4(a) Consent and Second Amendment to Stockholder's Agreement, dated March 11, 1998.(4)

 2.8    Asset Purchase Agreement by and among the Company, Consumer2Patient, Inc., Physician 2
        Physician, LLC, Alternative Media Solutions, LLC and Lisa Thomas dated May 4, 2000. (8)

 2.9    Asset Purchase Agreement by and among the Company, Armand Scott, Inc., Scott Pallais, Marline
        Pallais, and the Pallais Family Trust dated June 29, 2000 (9)

 3.1    Third Amended and Restated Certificate of Incorporation.(4)

 3.2    Amended and Restated By-laws.(4)

 4.1    Specimen certificate for shares of Common Stock, $.01 par value, of the Company.(3)

10.2    Lease by and between SPENCO, Ltd. and the Company.(1)

10.3    Deed of Lease Agreement by and between Norfolk Commerce Center Limited Partnership and the
        Company.(1)

10.4    1999 Employment Agreement for Patrick G. LePore.(6)

10.8    Non-Competition Agreement for Patrick G. LePore.(4)

10.12   Boron, LePore & Associates, Inc. Amended and Restated 1996 Stock Option and Grant Plan.(2)

10.13   Boron, LePore & Associates, Inc. 1998 Employee Stock Option and Grant Plan.(5)

10.14   Form of Indemnification Agreement between the Registrant and directors.(1)

10.27   Lease Agreement by and between Maurice M. Weill, Trustee, as Landlord and BLP Group
        Companies, as Tenant.(4)

10.29   Incentive Stock Option Agreement for Patrick G. LePore.(4)

10.30   Indemnification Agreement for Patrick G. Lepore.(6)

10.31   Employment Agreement for Steven M. Freeman.(7)
</TABLE>


                                      39

<PAGE>

<TABLE>
<C>   <S>

10.32 Incentive Stock Option Agreement for Steven M. Freeman.(7)

10.37 Lease Agreement by and between Westford/Whitehall Holdings, LLC, as Landlord and Boron,
      LePore, Associates, Inc. as Tenant.(10)

10.38 Employment Agreement for Anthony J. Cherichella.(10)

10.39 Incentive Stock Option Agreement for Anthony J. Cherichella.(10)

10.40 Agreement to provide Field Force Logistic Services.(10)

10.41 Boron, LePore & Associates, Inc. Amended and Restated 1996 Stock Option and Grant Plan.(11)

10.42 Credit Agreement with Fleet Bank.

10.43 Restricted Stock Agreement for Steven M. Freeman.

10.44 Amendment to Agreement to provide Field Force Logistic Services.

10.45 Employment Agreement Amendment for Anthony J. Cherichella.

10.46 Employment Agreement Amendment for Steven M. Freeman.

21.1  Subsidiaries of the Registrant.

23.2  Consent of Arthur Andersen LLP.

99.1  Letter to Commission Pursuant to Temporary Note 3T.
</TABLE>
--------
(1) 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.
(2) 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.
(3) 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.
(4) 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.
(5) Previously filed as an exhibit to the Company's current report on Form 10-k
    filed on March 26, 1999.
(6) Previously filed as an exhibit to the Company's current report on Form 8-k
    filed on July 13, 1999.
(7) Previously filed as an exhibit to the Company's current report on Form 10-k
    filed on March 30, 2000.
(8) Previously filed as an exhibit to the Company's current report on Form 8-k
    filed on June 1, 2000.
(9) Previously filed as an exhibit to the Company's current report on Form 8-k
    filed on July 13, 2000.
(10) Previously filed as an exhibit to the Company's current report on Form
     10-k filed on March 30, 2001.
(11) Previously filed as an exhibit to the Company's registration statement on
     Form S-8 (SEC File No. 333-66072) filed with the Commission on July 27,
     2001.

   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: ALLISON WEY,
BORON, LEPORE & ASSOCIATES, INC., 1800 VALLEY ROAD, WAYNE, NEW JERSEY 07470.

   (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.

                                      40

<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 Wayne, New
Jersey, on March 29, 2002.

                                          Boron, Lepore & Associates, Inc.

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

   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, Chief  March 29, 2002
-----------------------------   Executive Officer, Director
      Patrick G. LePore         (Principal Executive
                                Officer)
   /s/  STEVEN M. FREEMAN     Chief Operating Officer,      March 29, 2002
-----------------------------   President and Director
      Steven M. Freeman
 /s/  ANTHONY J. CHERICHELLA  Chief Financial Officer,      March 29, 2002
-----------------------------   Secretary and Treasurer,
   Anthony J. Cherichella       (Principal Financial and
                                Accounting Officer)
  /s/  ROGER BOISSONNEAULT    Director                      March 29, 2002
-----------------------------
     Roger Boissonneault
    /s/  RONALD NORDMANN      Director                      March 29, 2002
-----------------------------
       Ronald Nordmann
     /s/  MELVIN SHAROKY      Director                      March 29, 2002
-----------------------------
       Melvin Sharoky
    /s/  JOSEPH E. SMITH      Director                      March 29, 2002
-----------------------------
       Joseph E. Smith
   /s/  JOHN T. SPITZNAGEL    Director                      March 29, 2002
-----------------------------
     John T. Spitznagel
   /s/  JOHN A. STALEY, IV    Director                      March 29, 2002
-----------------------------
     John A. Staley, IV
     /s/  CARTER ECKERT       Director                      March 29, 2002
-----------------------------
        Carter Eckert

                                      41

<PAGE>

                                                                    SCHEDULE II

                       BORON, LEPORE & ASSOCIATES, INC.

                       VALUATION AND QUALIFYING ACCOUNTS

<TABLE>
<CAPTION>
                                                            Charged
                                                Balance at  to Costs Charged
                                               Beginning of   and      To                  Balance at
                                                   Year     Expenses Revenue  Deductions   End of Year
                                               ------------ -------- -------- ----------   -----------
<S>                                            <C>          <C>      <C>      <C>          <C>
Year ended December 31, 1999:
   Allowance for doubtful accounts and Credit
     memo reserve.............................  $  535,000  $949,000 $300,000  $452,000(a) $1,332,000
Year ended December 31, 2000:
   Allowance for doubtful accounts and Credit
     memo reserve.............................  $1,332,000  $254,000 $400,000  $700,000(a) $1,286,000
Year ended December 31, 2001:
   Allowance for doubtful accounts and Credit
     memo reserve.............................  $1,286,000  $140,000 $     --  $412,000(a) $1,014,000
</TABLE>
--------
(a) Charges to the reserve account for uncollectible amounts written off and
    credits issued during the year.

                                      42