<PAGE>
FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 1995
--------------------------------
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 0-4781
--------------------------------------------------
MARKET FACTS, INC.
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 36-2061602
- -------------------------------- -----------------------------------
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
3040 West Salt Creek Lane, Arlington Heights, Illinois 60005
- --------------------------------------------------------- ----------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (708) 590-7000
----------------------------
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.
YES [X] NO [_]
INDICATE THE NUMBER OF SHARES OUTSTANDING OF EACH OF THE REGISTRANT'S CLASSES OF
COMMON STOCK, AS OF THE LATEST PRACTICABLE DATE.
1,921,993 common shares as of July 10, 1995
- --------------------------------------------------------------------------------
<PAGE>
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements.
Market Facts, Inc. and Subsidiaries
Condensed Consolidated Balance Sheets
As of June 30, 1995 and December 31, 1994
Assets
------
<TABLE>
<CAPTION>
June 30, December 31,
1995 1994
----------- ------------
<S> <C> <C>
Current Assets:
Cash and cash equivalents $ 508,583 $ 911,209
Certificate of deposit 50,000 50,000
Accounts receivable:
Trade, less allowance for doubtful accounts of
$767,472 in 1995 and $668,805 in 1994 9,862,600 9,433,470
Other 85,983 128,232
Notes receivable 98,668 59,037
Revenue earned on contracts in progress
in excess of billings 2,900,069 2,394,591
Deferred income taxes 624,578 624,578
Prepaid expenses and other assets 265,968 435,723
- -----------------------------------------------------------------------------------------
Total Current Assets $14,396,449 $14,036,840
- -----------------------------------------------------------------------------------------
Other Assets:
Goodwill, net of accumulated amortization 578,477 599,386
Mail panel acquired, net of accumulated amortization 142,222 182,857
- -----------------------------------------------------------------------------------------
Total Other Assets $ 720,699 $ 782,243
- -----------------------------------------------------------------------------------------
Property, at cost 25,231,000 24,539,362
Less accumulated depreciation and amortization (8,745,998) (7,676,462)
- -----------------------------------------------------------------------------------------
Net Property $16,485,002 $16,862,900
- -----------------------------------------------------------------------------------------
Total Assets $31,602,150 $31,681,983
=========================================================================================
</TABLE>
Page 1
<PAGE>
Market Facts, Inc. and Subsidiaries
Condensed Consolidated Balance Sheets
As of June 30, 1995 and December 31, 1994
Liabilities and Stockholders' Equity
------------------------------------
<TABLE>
<CAPTION>
June 30, December 31,
1995 1994
----------- -----------
<S> <C> <C>
Current Liabilities:
Accrued expenses $ 4,585,357 $ 4,393,196
Billings in excess of revenues earned
on contracts in progress 2,819,739 3,712,487
Accounts payable 862,074 995,644
Income taxes 237,108 684,950
Current portion of note payable for acquisition of MFCL 339,127 339,127
Current portion of obligations under capital leases 191,209 185,026
Current portion of long-term debt 102,190 102,190
- ---------------------------------------------------------------------------------------------------------
Total Current Liabilities $ 9,136,804 $10,412,620
- ---------------------------------------------------------------------------------------------------------
Long-Term Liabilities:
Long-term debt 10,482,322 10,532,183
Obligations under capital leases, noncurrent portion 578,181 581,710
Note payable for acquisition of MFCL, noncurrent portion 339,126 339,126
Deferred income taxes 39,122 39,122
Other long-term liabilities 10,004 31,037
- ---------------------------------------------------------------------------------------------------------
Total Long-Term Liabilities $11,448,755 $11,523,178
- ---------------------------------------------------------------------------------------------------------
Total Liabilities $20,585,559 $21,935,798
- ---------------------------------------------------------------------------------------------------------
Stockholders' Equity:
Preferred stock, no par value;
500,000 shares authorized; none issued $ --- $ ---
Common stock, $1 par value; 5,000,000 shares authorized;
2,091,237 and 1,973,241 shares issued in 1995 and 1994, respectively 2,091,237 1,973,241
Capital in excess of par value 2,268,764 1,765,776
Cumulative foreign currency translation (75,307) (100,391)
Retained earnings 8,617,695 8,021,066
- ---------------------------------------------------------------------------------------------------------
$12,902,389 $11,659,692
- ---------------------------------------------------------------------------------------------------------
Less 169,244 and 184,402 shares in 1995 and 1994, respectively,
of treasury common stock, at cost (1,201,683) (1,310,134)
Less other transactions involving common stock (684,115) (603,373)
- ---------------------------------------------------------------------------------------------------------
Total Stockholders' Equity $11,016,591 $ 9,746,185
- ---------------------------------------------------------------------------------------------------------
Total Liabilities and Stockholders' Equity $31,602,150 $31,681,983
- ---------------------------------------------------------------------------------------------------------
</TABLE>
Page 2
<PAGE>
Market Facts, Inc. and Subsidiaries
Condensed Consolidated Statements of Earnings
For The Three Months Ended June 30, 1995 and 1994
<TABLE>
<CAPTION>
Three Months Ended June 30,
---------------------------------
1995 1994
------------- -------------
<S> <C> <C>
Revenue $16,331,604 $12,687,006
- ------------------------------------------------------------------------------------------
Direct Costs:
Payroll $ 3,453,430 $ 3,049,599
Other expenses 5,546,116 3,795,090
- ------------------------------------------------------------------------------------------
Total $ 8,999,546 $ 6,844,689
- ------------------------------------------------------------------------------------------
Gross Margin $ 7,332,058 $ 5,842,317
- ------------------------------------------------------------------------------------------
Operating Expenses:
Selling $ 494,359 $ 565,215
General and administrative 5,330,388 4,738,460
Contributions to profit-sharing and employee stock
ownership plans 312,350 104,556
- ------------------------------------------------------------------------------------------
Total $ 6,137,097 $ 5,408,231
- ------------------------------------------------------------------------------------------
Income from operations $ 1,194,961 $ 434,086
- ------------------------------------------------------------------------------------------
Other Income (Expense):
Interest expense $ (287,286) $ (317,166)
Interest income 11,047 9,962
Equity in income of MFCL --- 3,668
Other income, net 30,060 (12,367)
- ------------------------------------------------------------------------------------------
Total $ (246,179) $ (315,903)
- ------------------------------------------------------------------------------------------
Income Before Provision For Income Taxes $ 948,782 $ 118,183
Provision For Income Taxes 434,436 46,910
- ------------------------------------------------------------------------------------------
Net Income $ 514,346 $ 71,273
==========================================================================================
Earnings per share $ .26 $ .04
==========================================================================================
Common and common equivalent shares 1,953,130 1,906,786
==========================================================================================
Cash dividends declared $ .10 $ .07
==========================================================================================
</TABLE>
Page 3
<PAGE>
Market Facts, Inc. and Subsidiaries
Condensed Consolidated Statements of Earnings
For The Six Months Ended June 30, 1995 and 1994
<TABLE>
<CAPTION>
Six Months Ended June 30,
---------------------------------
1995 1994
------------- -------------
<S> <C> <C>
Revenue $ 31,665,004 $ 23,804,537
- ---------------------------------------------------------------------------------------------
Direct Costs:
Payroll $ 6,856,189 $ 5,611,964
Other expenses 10,893,982 7,398,768
- ---------------------------------------------------------------------------------------------
Total $ 17,750,171 $ 13,010,732
- ---------------------------------------------------------------------------------------------
Gross Margin $ 13,914,833 $ 10,793,805
- ---------------------------------------------------------------------------------------------
Operating Expenses:
Selling $ 1,083,108 $ 1,059,461
General and administrative 10,151,838 8,698,313
Contributions to profit-sharing and employee stock
ownership plans 426,388 150,096
- ---------------------------------------------------------------------------------------------
Total $ 11,661,334 $ 9,907,870
- ---------------------------------------------------------------------------------------------
Income from operations $ 2,253,499 $ 885,935
- ---------------------------------------------------------------------------------------------
Other Income (Expense):
Interest expense $ (573,043) $ (597,233)
Interest income 23,489 19,619
Equity in income of MFCL --- 33,668
Other income, net 52,971 31,276
- ---------------------------------------------------------------------------------------------
Total $ (496,583) $ (512,670)
- ---------------------------------------------------------------------------------------------
Income Before Provision For Income Taxes $ 1,756,916 $ 373,265
Provision For Income Taxes 825,256 148,944
- ---------------------------------------------------------------------------------------------
Net Income $ 931,660 $ 224,321
=============================================================================================
Earnings per share $ .49 $ .12
=============================================================================================
Common and common equivalent shares 1,902,720 1,906,936
=============================================================================================
Cash dividends declared $ .18 $ .14
=============================================================================================
</TABLE>
Page 4
<PAGE>
Market Facts, Inc. and Subsidiaries
Condensed Consolidated Statements of Cash Flows
For The Six Months Ended June 30, 1995 and 1994
<TABLE>
<CAPTION>
Six Months Ended June 30,
-------------------------------
1995 1994
------------- -------------
<S> <C> <C>
Cash Flows From Operating Activities:
Net income $ 931,660 $ 224,321
Adjustments to reconcile net income to net cash provided by
(used in) operating activities:
Depreciation and amortization 1,154,502 1,009,878
Undistributed earnings of MFCL --- 30
Vesting of restricted stock and demand notes receivable 27,716 23,750
Net gain on disposal of property (28,650) (52,285)
Change in assets and liabilities:
Accounts receivable (367,177) (886,764)
Prepaid expenses and other assets 171,029 (89,738)
Billings in excess of (less than) revenues earned on
contracts in progress (1,396,419) (656,243)
Accounts payable and accrued expenses 47,206 (620,713)
Income taxes (448,391) (73,070)
- ------------------------------------------------------------------------------------------------------------
Net cash provided by (used in) operating activities $ 91,476 $(1,120,834)
- ------------------------------------------------------------------------------------------------------------
Cash Flows From Investing Activities:
Purchases of property (634,717) (805,206)
Investment in notes receivable (219,444) (139,975)
Proceeds from notes receivable 71,355 137,907
Proceeds from the sale of property 45,157 118,942
Payment for acquisition of MFCL, net of cash acquired --- (134,964)
- ------------------------------------------------------------------------------------------------------------
Net cash used in investing activities $ (737,649) $ (823,296)
- ------------------------------------------------------------------------------------------------------------
Cash Flows From Financing Activities:
Proceeds from short-term borrowings $ 1,500,000 $ 2,900,000
Repayment of short-term borrowings (1,500,000) (1,100,000)
Proceeds from exercise of stock options 605,355 32,937
Dividends paid (335,031) (249,842)
Reduction in obligations under capital leases and long-term debt (160,996) (156,358)
Proceeds from the sale of treasury stock 124,080 ---
- ------------------------------------------------------------------------------------------------------------
Net cash provided by financing activities $ 233,408 $ 1,426,737
- ------------------------------------------------------------------------------------------------------------
Effect of exchange rate changes on cash $ 10,139 $ 4,918
- ------------------------------------------------------------------------------------------------------------
Net decrease in cash and cash equivalents $ (402,626) $ (512,475)
Cash and cash equivalents at beginning of period 911,209 772,986
- ------------------------------------------------------------------------------------------------------------
Cash and cash equivalents at end of period 508,583 260,511
============================================================================================================
Cash Paid During The Period For:
Interest $ 561,704 $ 564,303
Income taxes $ 1,273,648 $ 221,482
============================================================================================================
Supplemental Schedule of Noncash Financing Activity:
Capital lease obligations incurred on lease of equipment $ 107,249 $ 189,948
Issuance of note payable for acquisition of MFCL $ --- $ 678,253
============================================================================================================
</TABLE>
Page 5
<PAGE>
NOTES TO FINANCIAL STATEMENTS
Note 1 - Basis of Presentation
- ------------------------------
The accompanying unaudited condensed consolidated financial statements of Market
Facts, Inc. and Subsidiaries (the Company) have been prepared in accordance with
instructions to Form 10-Q. The results of operations for interim periods are not
necessarily indicative of the results to be expected for the entire year. For
further information regarding the Company's most recent completed fiscal years,
refer to the consolidated financial statements included in the Company's Annual
Report on Form 10-K for the year ended December 31, 1994.
Note 2 - Adjustments
- --------------------
The information furnished herein includes all adjustments, consisting of normal
recurring adjustments, which are, in the opinion of management, necessary for a
fair presentation of the interim financial statements.
Note 3 - Foreign Currency Translation
- -------------------------------------
Assets and liabilities of Market Facts of Canada, Ltd. (MFCL), the Company's
only foreign subsidiary, have been translated using the exchange rate in effect
at the balance sheet date. MFCL's results of operations are translated using the
average exchange rate prevailing throughout the period. Resulting translation
gains and losses are reported as a component of stockholders' equity.
Note 4 - Revenue Recognition
- ----------------------------
The Company recognizes revenue under the percentage of completion method of
accounting. Revenue on client projects are recognized as services are performed.
Losses expected to be incurred on jobs in progress are charged to income as soon
as such losses are known. Revenue earned on contracts in progress in excess of
billings are classified as a current asset. Amounts billed in excess of revenue
earned are classified as a current liability. Client projects are expected to be
completed within a twelve month period.
Page 6
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.
Liquidity and Capital Resources
- -------------------------------
The ratio of current assets to current liabilities was 1.6 to 1 as of June 30,
1995 versus 1.3 to 1 as of December 31, 1994. The improvement in the ratio is
primarily attributable to a reduction in net billings in excess of revenues
earned on contracts in progress of $1,396,419, due to less timely billings on
contracts in progress, a reduction in income taxes payable of $448,391 and an
increase in accounts receivable of $367,177. These items were partially offset
by a reduction in cash.
Cash decreased by $402,626 from December 31, 1994 to June 30, 1995. This was
primarily the result of lower net billings on client contracts in excess of
revenues earned on those contracts of $1,396,419, purchases of property of
$634,717 and a reduction in income taxes payable of $448,391. The reduction in
cash was partially offset by the proceeds from the exercise of Company stock
options of $605,355.
The Company maintains an established $4,000,000 bank line of credit which is
renewed annually. The Company believes that cash flow from future operations,
its ability to secure additional leases and borrowings available from its line
of credit will be adequate to fund property requirements, investing activities
and growth for the foreseeable future.
Results of Operations
- ---------------------
Comparison of Second Quarter 1995 to Second Quarter 1994
- --------------------------------------------------------
During the second quarter of 1995, the Company had revenue of $16,331,604, an
increase of 28.7% over the same period in 1994. The growth in revenue was due
primarily to higher levels of utilization of research products and services that
are proprietary to the Company and the acquisition of MFCL.
Gross margin for the second quarter of 1995 was $7,332,058, an increase of 25.5%
over the same period in 1994. The increase in gross margin was due to the
growth in revenue. Gross margin as a percentage of revenue was 44.9% during the
second quarter of 1995 compared to 46.0% for the same period in 1994. The
decline in the gross margin percentage is primarily attributable to two factors.
First, the Company is allocating a greater share of internal operating costs
directly to client research projects and second, the Company has experienced
growth in certain types of business which yield lower gross margin percentages
but which require only a minimal increase in operating expenses.
Operating expenses for the second quarter of 1995 rose by $728,866, an increase
of 13.5% compared to the same period in 1994. This increase is due primarily to
the increased level of business activity offset by the increase in internal
operating costs being allocated to client research projects. However, operating
expenses as a percentage of revenue declined from 42.6% in 1994 to 37.6% in 1995
primarily as a result of the increase in internal operating costs being
allocated to client research projects and the Company's ability to control
overhead payroll expense.
Provision for income taxes for the second quarter of 1995 reflects an effective
income tax rate of 45.8% versus 39.7% in 1994. The increase in the effective
rate is primarily due to the addition of foreign income taxes for MFCL and
higher state and local income taxes.
Net income for the second quarter of 1995 was $514,346 or 3.1% of revenue
compared with $71,273 and 0.6% of revenue during the same period in 1994.
Page 7
<PAGE>
Comparison of First Six Months of 1995 to First Six Months of 1994
- ------------------------------------------------------------------
During the first six months of 1995, the Company had revenue of $31,665,004, an
increase of 33.0% over the same period in 1994. The growth in revenue was due
primarily to higher levels of utilization of research products and services that
are proprietary to the Company and the acquisition of MFCL.
Gross margin for the first six months of 1995 was $13,914,833, an increase of
28.9% over the same period in 1994. The increase in gross margin was due to the
growth in revenue. Gross margin as a percentage of revenue was 43.9% during the
first half of 1995 compared to 45.3% for the same period in 1994. The decline
in the gross margin percentage is primarily attributable to two factors. First,
the Company is allocating a greater share of internal operating costs directly
to client research projects and second, the Company has experienced growth in
certain types of business which yield lower gross margin percentages but which
require only a minimal increase in operating expenses.
Operating expenses for the first six months of 1995 rose by $1,753,464, an
increase of 17.7% compared to the same period in 1994. This increase is due
primarily to the increased level of business activity offset by the increase in
internal operating costs being allocated to client research projects. However,
operating expenses as a percentage of revenue declined from 41.6% in 1994 to
36.8% in 1995 primarily as a result of the increase in internal operating costs
being allocated to client research projects and the Company's ability to control
overhead payroll expense.
Provision for income taxes for the first half of 1995 reflects an effective
income tax rate of 47.0% versus 39.9% in 1994. The increase in the effective
rate is primarily due to the addition of foreign income taxes for MFCL and
higher state and local income taxes.
Net income for the first six months of 1995 was $931,660 or 2.9% of revenue
compared with $224,321 and 0.9% of revenue during the same period in 1994.
PART II - OTHER INFORMATION
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
(a) The Annual Stockholders' Meeting of the Company was held on April 27, 1995.
(c) At the Annual Stockholders' Meeting, the Stockholders voted to elect
four directors of the Company in an uncontested election. Each nominee for
director was elected by a vote of the Stockholders as follows:
<TABLE>
<CAPTION>
Votes Against
Votes For Or Withheld
--------- -------------
<S> <C> <C>
William W. Boyd 1,652,246 19,907
John C. Robertson 1,660,246 11,907
Timothy Q. Rounds 1,661,427 10,726
Glenn W. Schmidt 1,660,382 11,771
</TABLE>
No other items were voted on at the Annual Stockholders' Meeting or otherwise
during the quarter.
Page 8
<PAGE>
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Exhibits.
The following represents an index to the exhibits filed in conjunction with
the Form 10-Q for the quarterly period ended June 30, 1995:
Exhibit Number Description
-------------- -----------
(2)(1) Stock Purchase Agreement by and among Market Facts, Inc.
and John C. Robertson and Roberta Robertson dated as of
April 27, 1994.
(3)(a)(5) Composite Certificate of Incorporation as Amended and
Currently in Effect.
(3)(b)(3) By-laws as Amended and Currently in Effect.
(4)(a)(5) Article Fourth of Certificate of Incorporation is included
in Exhibit (3)(a) above.
(4)(b)(6) The Stockholder Rights Plan.
(10.1)(8) Term Note dated February 23, 1995 between Market Facts,
Inc. and Verne Churchill.
(10.2)(8) Term Note dated February 23, 1995 between Market Facts,
Inc. and Lawrence Labash.
(10.3)(8) Term Note dated February 23, 1995 between Market Facts,
Inc. and Thomas Payne.
(10.4)(8) Term Note dated February 23, 1995 between Market Facts,
Inc. and Glenn Schmidt.
(10.5)(8) Term Note dated March 1, 1995 between Market Facts, Inc.
and Stephen J. Weber.
(10.6)(7) Promissory Note dated April 1, 1994 between Market Facts,
Inc. and Stephen J. Weber.
(10.7)(1) Employment Agreement by and among Market Facts of Canada,
Ltd., Market Facts, Inc. and John C. Robertson dated as of
April 14, 1994.
(10.8)(4) 1982 Executive Incentive Stock Option Plan.
(10.9)(3) Mortgage and Security Agreement dated April 11, 1990
between American National Bank and Trust Company as
Trustee under Trust No. 110201-04 and The Manufacturers
Life Insurance Company together with Mortgage Note.
Page 9
<PAGE>
Exhibit Number Description
-------------- -----------
(10.10)(2) Unsecured Note and Procedures Letter between Market Facts,
Inc. and Harris Trust and Savings Bank.
(10.11)(2) Employment Agreement with Verne B. Churchill.
(10.12)(2) Employment Agreement with Lawrence W. Labash.
(10.13)(2) Employment Agreement with Timothy Q. Rounds.
(10.14)(2) Employment Agreement with Glenn W. Schmidt.
(10.15)(2) Employment Agreement with Sanford M. Schwartz.
(10.16)(2) Indemnity Agreement with Jack R. Wentworth. Substantially
identical agreements were also entered into with the
following directors:
William W. Boyd John C. Robertson
Verne B. Churchill Timothy Q. Rounds
Lawrence W. Labash Glenn W. Schmidt
Thomas H. Payne Sanford M. Schwartz
Karen E. Predow-James Wesley S. Walton
(27) Financial Data Schedule.
(b) Reports on Form 8-K.
None.
_____________________
(1) Incorporated by reference to Registrant's Quarterly Report on Form 10-Q for
the quarterly period ended March 31, 1994.
(2) Incorporated by reference to Registrant's Quarterly Report on Form 10-Q for
the quarterly period ended September 30, 1994.
(3) Incorporated by reference to Registrant's Annual Report on Form 10-K for
its fiscal year ended December 31, 1992.
(4) Incorporated by reference to Exhibit No. 10(d) of Registrant's Annual
Report on Form 10-K for its fiscal year ended December 31, 1981, commission
file number 0-4781.
(5) Incorporated by reference to Registrant's Annual Report on Form 10-K/A-1
for its fiscal year ended December 31, 1993.
(6) Incorporated by reference to Exhibit No. 4 of Registrant's Form 8-K dated
August 7, 1989, commission file number 0-4781.
(7) Incorporated by reference to Registrant's Quarterly Report on Form 10-Q/A-1
for the quarterly period ended June 30, 1994.
(8) Incorporated by reference to Registrant's Quarterly Report on Form 10-Q for
the quarterly period ended March 31, 1995.
Page 10
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Market Facts, Inc.
----------------------------------------
(Registrant)
Date: July 13, 1995 Timothy J. Sullivan
--------------------- ----------------------------------------
Timothy J. Sullivan
Vice President, Treasurer and Assistant
Secretary
(Principal Accounting Officer)
Date: July 13, 1995 Glenn W. Schmidt
--------------------- ----------------------------------------
Glenn W. Schmidt
Executive Vice President, Assistant
Secretary and Assistant Treasurer
(Principal Financial Officer)
Page 11
<PAGE>
INDEX TO EXHIBITS
Exhibit Number Description
-------------- -----------
(2)(1) Stock Purchase Agreement by and among Market Facts, Inc.
and John C. Robertson and Roberta Robertson dated as of
April 27, 1994.
(3)(a)(5) Composite Certificate of Incorporation as Amended and
Currently in Effect.
(3)(b)(3) By-laws as Amended and Currently in Effect.
(4)(a)(5) Article Fourth of Certificate of Incorporation is included
in Exhibit (3)(a) above.
(4)(b)(6) The Stockholder Rights Plan.
(10.1)(8) Term Note dated February 23, 1995 between Market Facts,
Inc. and Verne Churchill.
(10.2)(8) Term Note dated February 23, 1995 between Market Facts,
Inc. and Lawrence Labash.
(10.3)(8) Term Note dated February 23, 1995 between Market Facts,
Inc. and Thomas Payne.
(10.4)(8) Term Note dated February 23, 1995 between Market Facts,
Inc. and Glenn Schmidt.
(10.5)(8) Term Note dated March 1, 1995 between Market Facts, Inc.
and Stephen J. Weber.
(10.6)(7) Promissory Note dated April 1, 1994 between Market Facts,
Inc. and Stephen J. Weber.
(10.7)(1) Employment Agreement by and among Market Facts of Canada,
Ltd., Market Facts, Inc. and John C. Robertson dated as of
April 14, 1994.
(10.8)(4) 1982 Executive Incentive Stock Option Plan.
(10.9)(3) Mortgage and Security Agreement dated April 11, 1990
between American National Bank and Trust Company as
Trustee under Trust No. 110201-04 and The Manufacturers
Life Insurance Company together with Mortgage Note.
(10.10)(2) Unsecured Note and Procedures Letter between Market Facts,
Inc. and Harris Trust and Savings Bank.
(10.11)(2) Employment Agreement with Verne B. Churchill.
(10.12)(2) Employment Agreement with Lawrence W. Labash.
(10.13)(2) Employment Agreement with Timothy Q. Rounds.
(10.14)(2) Employment Agreement with Glenn W. Schmidt.
Page 12
<PAGE>
Exhibit Number Description
-------------- -----------
(10.15)(2) Employment Agreement with Sanford M. Schwartz.
(10.16)(2) Indemnity Agreement with Jack R. Wentworth. Substantially
identical agreements were also entered into with the
following directors:
William W. Boyd John C. Robertson
Verne B. Churchill Timothy Q. Rounds
Lawrence W. Labash Glenn W. Schmidt
Thomas H. Payne Sanford M. Schwartz
Karen E. Predow-James Wesley S. Walton
(27) Financial Data Schedule.
_____________________
(1) Incorporated by reference to Registrant's Quarterly Report on Form 10-Q for
the quarterly period ended March 31, 1994.
(2) Incorporated by reference to Registrant's Quarterly Report on Form 10-Q for
the quarterly period ended September 30, 1994.
(3) Incorporated by reference to Registrant's Annual Report on Form 10-K for
its fiscal year ended December 31, 1992.
(4) Incorporated by reference to Exhibit No. 10(d) of Registrant's Annual
Report on Form 10-K for its fiscal year ended December 31, 1981, commission
file number 0-4781.
(5) Incorporated by reference to Registrant's Annual Report on Form 10-K/A-1
for its fiscal year ended December 31, 1993.
(6) Incorporated by reference to Exhibit No. 4 of Registrant's Form 8-K dated
August 7, 1989, commission file number 0-4781.
(7) Incorporated by reference to Registrant's Quarterly Report on Form 10-Q/A-1
for the quarterly period ended June 30, 1994.
(8) Incorporated by reference to Registrant's Quarterly Report on Form 10-Q for
the quarterly period ended March 31, 1995.
Page 13
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND> This schedule contains summary financial information extracted from
Balance Sheet and Statement of Earnings and is qualified in its entirety by
reference to such financial statements.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 6-mos
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-START> JAN-01-1995
<PERIOD-END> JUN-30-1995
<CASH> 508,583
<SECURITIES> 50,000
<RECEIVABLES> 10,630,072
<ALLOWANCES> 767,472
<INVENTORY> 0
<CURRENT-ASSETS> 14,396,449
<PP&E> 25,231,000
<DEPRECIATION> 8,745,998
<TOTAL-ASSETS> 31,602,150
<CURRENT-LIABILITIES> 9,136,804
<BONDS> 0
<COMMON> 2,091,237
0
0
<OTHER-SE> 8,925,354
<TOTAL-LIABILITY-AND-EQUITY> 31,602,150
<SALES> 31,665,004
<TOTAL-REVENUES> 31,665,004
<CGS> 17,750,171
<TOTAL-COSTS> 17,750,171
<OTHER-EXPENSES> 11,661,334
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 573,043
<INCOME-PRETAX> 1,756,916
<INCOME-TAX> 825,256
<INCOME-CONTINUING> 931,660
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 931,660
<EPS-PRIMARY> 0.49
<EPS-DILUTED> 0.49
</TABLE>
