<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, 1997
----------------------------------
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 of (I.R.S. Employer Identification No.)
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 (847) 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.
6,923,708 common shares as of August 1, 1997
- --------------------------------------------------------------------------------
<PAGE>
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements.
Market Facts, Inc. and Subsidiaries
Condensed Consolidated Balance Sheets
As of June 30, 1997 and December 31, 1996
<TABLE>
<CAPTION>
Assets
------
June 30, December 31,
1997 1996
------------ ------------
<S> <C> <C>
Current Assets:
Cash and cash equivalents $ 484,508 $ 129,428
Certificate of deposit 50,000 50,000
Accounts receivable:
Trade, less allowance for doubtful accounts of
$1,105,261 in 1997 and $1,007,243 in 1996 15,069,145 14,630,041
Other 156,935 94,846
Notes receivable 184,575 48,037
Revenue earned on contracts in progress
in excess of billings 4,449,587 3,886,057
Deferred income taxes 979,052 979,298
Prepaid expenses and other assets 392,003 339,829
- ---------------------------------------------------------------------------------------------------
Total Current Assets $ 21,765,805 $ 20,157,536
- ---------------------------------------------------------------------------------------------------
Property, at cost 29,376,588 28,258,554
Less accumulated depreciation and amortization (12,270,879) (10,776,931)
- ---------------------------------------------------------------------------------------------------
Net Property $ 17,105,709 $ 17,481,623
- ---------------------------------------------------------------------------------------------------
Other Assets:
Goodwill, net of accumulated amortization 494,841 515,750
Other noncurrent assets 210,000 230,318
- ---------------------------------------------------------------------------------------------------
Total Other Assets $ 704,841 $ 746,068
- ---------------------------------------------------------------------------------------------------
Total Assets $ 39,576,355 $ 38,385,227
===================================================================================================
</TABLE>
Page 1
<PAGE>
Market Facts, Inc. and Subsidiaries
Condensed Consolidated Balance Sheets
As of June 30, 1997 and December 31, 1996
Liabilities and Stockholders' Equity
------------------------------------
<TABLE>
<CAPTION>
June 30, December 31,
1997 1996
------------ ------------
<S> <C> <C>
Current Liabilities:
Accrued expenses $ 6,943,743 $ 6,148,582
Billings in excess of revenue earned on contracts in progress 5,668,411 4,569,609
Accounts payable 2,463,759 3,137,798
Short-term borrowings 830,338 1,750,000
Current portion of obligations under capital leases 190,269 198,698
Income taxes 140,291 884,686
Current portion of long-term debt 123,972 363,971
- --------------------------------------------------------------------------------------------------
Total Current Liabilities $ 16,360,783 $ 17,053,344
- --------------------------------------------------------------------------------------------------
Long-Term Liabilities:
Long-term debt 10,235,167 10,295,656
Obligations under capital leases, noncurrent portion 381,079 447,332
Deferred income taxes 63,773 63,685
- --------------------------------------------------------------------------------------------------
Total Long-Term Liabilities $ 10,680,019 $ 10,806,673
- --------------------------------------------------------------------------------------------------
Total Liabilities $ 27,040,802 $ 27,860,017
- --------------------------------------------------------------------------------------------------
Stockholders' Equity:
Preferred stock, no par value; 500,000 shares authorized;
Series A - none issued; Series B - 100 shares issued $ --- $ ---
Common stock, $1 par value; 15,000,000 shares authorized;
8,966,258 shares issued 8,966,258 8,966,258
Capital in excess of par value 9,497,671 9,497,671
Cumulative foreign currency translation (85,740) (75,319)
Retained earnings 8,765,255 6,850,062
- --------------------------------------------------------------------------------------------------
$ 27,143,444 $ 25,238,672
Less 2,042,550 shares of treasury common stock, at cost (13,891,966) (13,891,966)
Less other transactions involving common stock (715,925) (821,496)
- --------------------------------------------------------------------------------------------------
Total Stockholders' Equity $ 12,535,553 $ 10,525,210
- --------------------------------------------------------------------------------------------------
Total Liabilities and Stockholders' Equity $ 39,576,355 $ 38,385,227
==================================================================================================
</TABLE>
Page 2
<PAGE>
Market Facts, Inc. and Subsidiaries
Condensed Consolidated Statements of Earnings
For The Three Months Ended June 30, 1997 and 1996
<TABLE>
<CAPTION>
Three Months Ended June 30,
----------------------------------------------
1997 1996
-------------- --------------
<S> <C> <C>
Revenue $ 25,253,225 $ 20,127,203
- ------------------------------------------------------------------------------------------------------------------------------------
Direct Costs:
Payroll $ 4,581,962 $ 4,053,477
Other expenses 9,503,515 7,795,418
- ------------------------------------------------------------------------------------------------------------------------------------
Total $ 14,085,477 $ 11,848,895
- ------------------------------------------------------------------------------------------------------------------------------------
Gross Margin $ 11,167,748 $ 8,278,308
- ------------------------------------------------------------------------------------------------------------------------------------
Operating Expenses:
Selling $ 848,144 $ 652,504
General and administrative 7,698,313 5,714,793
Contributions to profit sharing and employee stock ownership plans 508,423 362,182
- ------------------------------------------------------------------------------------------------------------------------------------
Total $ 9,054,880 $ 6,729,479
- ------------------------------------------------------------------------------------------------------------------------------------
Income from Operations $ 2,112,868 $ 1,548,829
- ------------------------------------------------------------------------------------------------------------------------------------
Other Income (Expense):
Interest expense $ (264,461) $ (314,449)
Interest income 9,796 50,016
Other income, net 33,393 8,364
- ------------------------------------------------------------------------------------------------------------------------------------
Total $ (221,272) $ (256,069)
- ------------------------------------------------------------------------------------------------------------------------------------
Income Before Provision For Income Taxes $ 1,891,596 $ 1,292,760
Provision For Income Taxes 811,025 589,046
- ------------------------------------------------------------------------------------------------------------------------------------
Net Income $ 1,080,571 $ 703,714
====================================================================================================================================
Earnings Per Share $ .15 $ .09
====================================================================================================================================
Common and Common Equivalent Shares 7,162,231 8,003,076
====================================================================================================================================
Cash Dividends Declared $ --- $ .025
====================================================================================================================================
</TABLE>
Page 3
<PAGE>
Market Facts, Inc. and Subsidiaries
Condensed Consolidated Statements of Earnings
For The Six Months Ended June 30, 1997 and 1996
<TABLE>
<CAPTION>
Six Months Ended June 30,
-----------------------------------
1997 1996
------------- --------------
<S> <C> <C>
Revenue $ 46,834,647 $ 38,785,946
- ----------------------------------------------------------------------------------------------------------
Direct Costs:
Payroll $ 8,620,032 $ 7,938,060
Other expenses 17,316,313 14,613,369
- ----------------------------------------------------------------------------------------------------------
Total $ 25,936,345 $ 22,551,429
- ----------------------------------------------------------------------------------------------------------
Gross Margin $ 20,898,302 $ 16,234,517
- ----------------------------------------------------------------------------------------------------------
Operating Expenses:
Selling $ 1,584,631 $ 1,276,641
General and administrative 14,737,838 11,678,057
Contributions to profit sharing and employee stock ownership plans 765,469 575,935
- ----------------------------------------------------------------------------------------------------------
Total $ 17,087,938 $ 13,530,633
- ----------------------------------------------------------------------------------------------------------
Income from Operations $ 3,810,364 $ 2,703,884
- ----------------------------------------------------------------------------------------------------------
Other Income (Expense):
Interest expense $ (542,861) $ (587,817)
Interest income 32,245 84,523
Other income, net 46,911 56,183
- ----------------------------------------------------------------------------------------------------------
Total $ (463,705) $ (447,111)
- ----------------------------------------------------------------------------------------------------------
Income Before Provision For Income Taxes $ 3,346,659 $ 2,256,773
Provision For Income Taxes 1,431,466 1,025,112
- ----------------------------------------------------------------------------------------------------------
Net Income $ 1,915,193 $ 1,231,661
==========================================================================================================
Earnings Per Share $ .27 $ .16
==========================================================================================================
Common and Common Equivalent Shares 7,138,188 7,881,744
==========================================================================================================
Cash Dividends Declared $ --- $ .05
==========================================================================================================
</TABLE>
Page 4
<PAGE>
Market Facts, Inc. and Subsidiaries
Condensed Consolidated Statements of Cash Flows
For the Six Months Ended June 30, 1997 and 1996
<TABLE>
<CAPTION>
Six Months Ended June 30,
----------------------------
1997 1996
------------ ------------
<S> <C> <C>
Cash Flows From Operating Activities:
Net income $ 1,915,193 $ 1,231,661
Adjustments to reconcile net income to net cash provided by
(used in) operating activities:
Depreciation and amortization 1,577,068 1,223,979
Vesting of restricted stock and demand notes receivable 27,717 27,716
Net gain on disposal of property (9,805) (32,986)
Changes in assets and liabilities:
Accounts receivable (509,002) (3,937,230)
Prepaid expenses and other assets (53,142) (15,618)
Billings in excess of revenue earned on contracts in progress 533,441 492,787
Accounts payable and accrued expenses 133,037 606,937
Income taxes (745,032) (121,355)
- ----------------------------------------------------------------------------------------------------------------
Net cash provided by (used in) operating activities $ 2,869,475 $ (524,109)
- ----------------------------------------------------------------------------------------------------------------
Cash Flows From Investing Activities:
Purchases of property (1,172,815) (1,669,947)
Investment in notes receivable (150,000) (246,200)
Proceeds from notes receivable 91,316 34,410
Proceeds from the sale of property 9,805 36,917
- ----------------------------------------------------------------------------------------------------------------
Net cash used in investing activities $(1,221,694) $(1,844,820)
- ----------------------------------------------------------------------------------------------------------------
Cash Flows From Financing Activities:
Repayment of short-term borrowings (5,398,936) (1,100,000)
Proceeds from short-term borrowings 4,479,832 1,100,000
Reduction in obligations under capital leases and long-term debt (372,703) (165,739)
Proceeds from sale of convertible note --- 8,250,000
Payment of deferred transaction costs --- (461,015)
Proceeds from exercise of stock options --- 386,250
Dividends paid --- (392,754)
Purchases of treasury stock --- (185,625)
Proceeds from sale of preferred stock --- 100
- ----------------------------------------------------------------------------------------------------------------
Net cash provided by (used in) financing activities $(1,291,807) $ 7,431,217
- ----------------------------------------------------------------------------------------------------------------
Effect of exchange rate changes on cash $ (894) $ (494)
- ----------------------------------------------------------------------------------------------------------------
Net increase in cash and cash equivalents $ 355,080 $ 5,061,794
Cash and cash equivalents at beginning of period 129,428 3,530,157
- ----------------------------------------------------------------------------------------------------------------
Cash and cash equivalents at end of period $ 484,508 $ 8,591,951
================================================================================================================
Cash Paid During The Period For:
Interest $ 550,656 $ 537,808
Income taxes $ 2,176,348 $ 1,146,467
================================================================================================================
</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 ("Company") have been prepared in accordance with
the 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, 1996.
Note 2 - Adjustments and Reclassifications
- ------------------------------------------
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 is 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 is 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.
Note 5 - Stockholders' Equity
- -----------------------------
On April 28, 1997, the Company's Board of Directors approved a 2-for-1 stock
split in the form of a common stock dividend which was paid on May 27, 1997.
All common share and per share amounts have been adjusted to give effect to the
stock split.
On April 29, 1997, the Company filed an Amendment to its Certificate of
Incorporation effecting an increase in the number of authorized shares of common
stock to 15,000,000.
Note 6 - Subsequent Event
- -------------------------
On July 31, 1997, the Company acquired all of the outstanding capital stock of
BAIGlobal, Inc., an international market research and information company, for
$3,590,000 payable at closing and up to $5,000,000 of contingent payments in the
form of cash and stock based on BAIGlobal achieving future earnings targets.
Immediately after the closing of the transaction, the Company advanced
$2,250,000 to BAIGlobal for the purpose of repaying notes payable to selling
shareholders. The acquisition will be accounted for under the purchase method of
accounting and was financed from borrowings on the Company's line of credit and
cash flow provided by operations. The Company intends to issue a report on Form
8-K.
Page 6
<PAGE>
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations.
Liquidity and Capital Resources
- -------------------------------
During the first six months of 1997, cash and cash equivalents increased by
$355,080. The increase in cash is primarily attributable to cash provided by
operations, partially offset by net repayments of short-term borrowings and
purchases of property.
The Company's ratio of current assets to current liabilities was 1.3 to 1 at
June 30, 1997 compared with 1.2 to 1 at December 31, 1996. The increase in the
ratio was primarily attributable to a decrease in short-term borrowings.
The Company has available borrowings under an established bank credit facility
and lines of credit totaling $10,650,000. Borrowings outstanding under these
arrangements were $830,338 and $1,750,000 at June 30, 1997 and December 31,
1996, respectively.
At its October, 1996 meeting, the Board of Directors established a policy to
omit future cash dividends. Because of the Company's current successful
financial performance, the Board believes that the resources of the Company
would be better utilized for other growth purposes.
The Company's principal sources of cash flow are provided by operating
activities and bank borrowings. The Company believes that cash flow from
operations, its ability to secure additional leases and borrowings available
from its bank arrangements will be adequate to fund current operating and
capital expenditure needs and the acquisition of BAIGlobal, Inc. It is the
Company's intention to pursue additional acquisition opportunities as a means to
grow and these acquisitions may require an amount of capital that exceeds that
available from operations and existing bank arrangements. The Company expects
that it may be necessary to raise additional capital from the sale of common
stock or the securing of expanded bank borrowing capacity in order to finance
future acquisition growth.
Results of Operations
- ---------------------
Comparison of Second Quarter 1997 to Second Quarter 1996
- --------------------------------------------------------
The Company had record second quarter revenue of $25,253,225 in 1997, an
increase of 25.5% over the same period in 1996. The increase in revenue was due
primarily to the expansion of services for existing clients and the addition of
major research programs that did not exist in the prior year period.
Gross margin for the second quarter of 1997 was $11,167,748, an increase of
34.9% over the same period in 1996. The increase in gross margin was due to the
growth in revenue. Gross margin as a percentage of revenue was 44.2% in 1997
compared to 41.1% in 1996. The improvement in the gross margin percentage was
primarily attributable to higher gross margins on both mail panel and telephone
business.
Operating expenses for the second quarter of 1997 rose by $2,325,401, an
increase of 34.6% compared to the same period in 1996. Operating expenses as a
percentage of revenue increased from 33.4% in 1996 to 35.9% in 1997. These
increases were primarily due to higher marketing staff expenses to support the
growth in business, increased legal and accounting fees associated with
corporate growth initiatives and continued investments in new products and
technologies.
The 1997 provision for income taxes reflected an effective tax rate of 42.9%
versus 45.6% in 1996. The decrease in the effective tax rate was primarily due
to tax planning strategies implemented by the Company during the fourth quarter
of 1996.
Net income rose 53.6% to an all-time second quarter record of $1,080,571 or 4.3%
of revenue compared with $703,714 and 3.5% of revenue during the same period in
1996. Earnings per share increased 66.7% to $.15 for the second quarter of 1997
compared to $.09 for the same period in 1996.
Page 7
<PAGE>
Comparison of First Six Months of 1997 to First Six Months of 1996
- ------------------------------------------------------------------
During the first six months of 1997, the Company had record revenue of
$46,834,647, an increase of 20.8% over the same period in 1996. The increase in
revenue was due primarily to the expansion of services for existing clients and
the addition of major research programs that did not exist during the same
period in 1996.
Gross margin for the first six months of 1997 was $20,898,302, an increase of
28.7% over the same period in 1996. The increase in gross margin was due to the
growth in revenue. Gross margin as a percentage of revenue was 44.6% in 1997
compared to 41.9% in 1996. The improvement in the gross margin percentage was
primarily attributable to higher gross margins on mail panel business.
Operating expenses for the first six months of 1997 rose by $3,557,305, an
increase of 26.3% compared to the same period in 1996. Operating expenses as a
percentage of revenue increased from 34.9% in 1996 to 36.5% in 1997. These
increases were primarily due to higher marketing staff expenses to support the
growth in business, increased legal and accounting fees associated with
corporate growth initiatives and continued investments in new products and
technologies.
The 1997 provision for income taxes reflected an effective tax rate of 42.8%
versus 45.4% in 1996. The decrease in the effective tax rate was primarily due
to tax planning strategies implemented by the Company during the fourth quarter
of 1996.
Net income for the first six months rose 55.5% to an all-time record of
$1,915,193 or 4.1% of revenue compared with $1,231,661 and 3.2% during the same
period in 1996. Earnings per share increased 68.8% to $.27 for the first six
months of 1997 compared to $.16 for the same period in 1996.
Forward-Looking Statements
- --------------------------
Certain statements included in this Management's Discussion and Analysis section
constitute "forward-looking statements" made in reliance upon the safe harbor
contained in Section 21E of the Securities Exchange Act of 1934, as amended.
Such forward-looking statements include those relating to acquisition
opportunities and the possibility of raising capital through the sale of common
stock. The Company's ability to grow through acquisition will be dependent upon,
among other things, the availability of suitable acquisition candidates and
related financing on terms deemed reasonable by the Company and the Company's
ability to successfully integrate future acquisitions into its existing
business. Any sale of common stock is dependent upon the Company's future
performance and market conditions beyond the Company's control. The Company's
actual results, performance or achievements could differ materially from the
results, performance or achievements expressed in, or implied by, these forward-
looking statements.
Recently Issued Financial Accounting Standards
- ----------------------------------------------
In February 1997, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 128, "Earnings per Share" ("Statement 128").
Implementation of Statement 128 is required for periods ending after December
15, 1997. Statement 128 establishes new methods for computing and presenting
earnings per share ("EPS") and replaces the presentation of primary and fully
diluted EPS with basic and diluted EPS. The new methods under this standard are
not expected to have a significant impact on the Company's EPS amounts.
Page 8
<PAGE>
In June 1997, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 130, "Reporting Comprehensive Income"
("Statement 130"). Implementation of Statement 130 is required for periods
ending after December 15, 1997. Statement 130 establishes standards to report
and display comprehensive income and its components in a full set of general
purposes financial statements. The standard requires all items that are required
to be recognized under accounting standards as components of comprehensive
income be reported in a financial statement that is displayed in equal
prominence with the other financial statements. The Company is currently
evaluating the impact of this standard on the existing disclosures in its
financial statements.
In June 1997, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 131, "Disclosures about Segments of an
Enterprise and Related Information" ("Statement 131"). Implementation of
Statement 131 is required for periods ending after December 15, 1997. Statement
131 establishes standards for the way companies are to report information about
operating segments in annual financial statements and requires those companies
to report selected information about operating segments in interim financial
reports issued to shareholders. It also establishes standards for related
disclosures about products and services, geographic areas and major customers.
The Company is currently evaluating the impact of this standard on the existing
disclosures in its financial statements.
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 28, 1997.
(c) At the Annual Stockholders' Meeting, the Stockholders voted to elect three
directors of the Company in an uncontested election, to approve the Market
Facts, Inc. 1996 Stock Plan and to approve an amendment to the Market
Facts, Inc. Restated Certificate of Incorporation to increase the number of
authorized shares of common stock to fifteen million (15,000,000). The
results of the voting are stated below.
(1) The proposal to elect three directors of the Company:
<TABLE>
<CAPTION>
Against
For Or Withheld
--- -----------
<S> <C> <C>
Verne B. Churchill 6,246,674 52,848
Karen E. Predow 6,242,576 56,946
Jack R. Wentworth 6,242,576 56,946
(2) the proposal to adopt the Market Facts, Inc. 1996 Stock Plan:
Broker
For Against Abstain Non-Vote
--- ------- ------- --------
5,372,212 297,344 34,658 595,308
(3) the proposal to amend the Market Facts, Inc. Restated Certificate of
Incorporation to increase the number of authorized share of common
stock to fifteen million (15,000,000):
For Against Abstain
--- ------- -------
6,010,514 231,866 57,142
</TABLE>
Page 9
<PAGE>
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits.
See Index to Exhibits immediately following the signature page.
(b) Reports on Form 8-K.
None.
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: August 1, 1997 Timothy J. Sullivan
-------------- -------------------
Timothy J. Sullivan
Senior Vice President, Treasurer
and Assistant Secretary
(Principal Financial Officer)
Date: August 1, 1997 Anthony J. Solarz
-------------- -----------------
Anthony J. Solarz
Controller
(Principal Accounting Officer)
10
<PAGE>
INDEX TO EXHIBITS
Exhibit Number Description
- -------------- -----------
(3)(a) Restated Certificate of Incorporation (5), as amended.
(3)(b) By-laws as Amended and Currently in Effect. (11)
(4)(a) Article Fourth of Restated Certificate of Incorporation is
included in Exhibit (3)(a) above. (5)
(4)(b) Rights Agreement as Amended and Currently in Effect. (3)
(4)(c) Certificate of Designation, Preferences and Rights of Series B
Preferred Stock. (10)
(10.1) Term Note dated February 23, 1995 between Market Facts, Inc. and
Verne Churchill. (4)
(10.2) Term Note dated February 23, 1995 between Market Facts, Inc. and
Lawrence Labash. (4)
(10.3) Term Note dated February 23, 1995 between Market Facts, Inc. and
Thomas Payne. (4)
(10.4) Term Note dated February 23, 1995 between Market Facts, Inc. and
Glenn Schmidt. (4)
(10.5) Demand Note and London Interbank Offered Rate Borrowing
Agreement dated April 24, 1996, between the Company and American
National Bank and Trust Company of Chicago. (11)
(10.6) 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. (2)
(10.7) Credit Agreement dated June 7, 1996, between the Company and
Harris Trust and Savings Bank. (6)
(10.8) Employment Agreement with Verne B. Churchill. (1)
(10.9) Employment Agreement with Glenn W. Schmidt. (1)
(10.10) Employment Agreement with Sanford M. Schwartz. (1)
(10.11) Employment Agreement with Thomas H. Payne. (13)
(10.12) Employment Agreement with Michael H. Freehill. (13)
(10.13) Employment Agreement with Lawrence W. Labash. (13)
(10.14) Employment Agreement with Lawrence R. Levin. (13)
(10.15) Employment Agreement with Donald J. Morrison. (13)
(10.16) Employment Agreement with Timothy Q. Rounds. (13)
(10.17) Employment Agreement with Timothy J. Sullivan. (13)
(10.18) Employment Agreement with Steven J. Weber. (13)
(10.19) Indemnity Agreement with Jack R. Wentworth. (1)
Substantially identical agreements were also entered into with
the following individuals:
William W. Boyd Karen E. Predow
Verne B. Churchill Glenn W. Schmidt
Lawrence W. Labash Sanford M. Schwartz
Thomas H. Payne
(10.20) Term Note dated March 29, 1996 between Market Facts, Inc. and
Verne Churchill. (5)
Page 11
<PAGE>
Exhibit Number Description
- -------------- -----------
(10.21) Term Note dated March 29, 1996 between Market
Facts, Inc. and Thomas Payne. (5)
(10.22) Term Note dated March 29, 1996 between Market
Facts, Inc. and Glenn Schmidt. (5)
(10.23) Term Note dated March 29, 1996 between Market
Facts, Inc. and Lawrence Labash. (5)
(10.24) Investment Agreement dated June 6, 1996 among the
Company, MFI Investors L.P. and MFI Associates, Inc. (7)
(10.25) Financial Advisory Agreement dated June 6, 1996
between the Company and MFI Investors L.P. (8)
(10.26) Convertible Note dated June 6, 1996 in the
principal amount of $8,250,000 issued by the Company to MFI
Investors L.P. (9)
(10.27) Market Facts, Inc. 1996 Stock Plan. (12)
(27) Financial Data Schedule.
__________________
(1) Incorporated by reference to Registrant's Quarterly Report on Form 10-Q for
the quarterly period ended September 30, 1994.
(2) Incorporated by reference to Registrant's Annual Report on Form 10-K for
its fiscal year ended December 31, 1992.
(3) Incorporated by reference to Registrant's Form 8-A dated July 3, 1996,
commission file number 0-04781.
(4) Incorporated by reference to Registrant's Quarterly Report on Form 10-Q for
the quarterly period ended March 31, 1995.
(5) Incorporated by reference to Registrant's Quarterly Report on Form 10-Q for
the quarterly period ended March 31, 1996.
(6) Incorporated by reference to Exhibit No. (b) of Registrant's Schedule 13E-4
dated June 11, 1996, commission file number 5-20859.
(7) Incorporated by reference to Exhibit No. (c)(1) of Registrant's Schedule
13E-4 dated June 11, 1996, commission file number 5-20859.
(8) Incorporated by reference to Exhibit No. (c)(2) of Registrant's Schedule
13E-4 dated June 11, 1996, commission file number 5-20859.
(9) Incorporated by reference to Exhibit No. (c)(3) of Registrant's Schedule
13E-4 dated June 11, 1996, commission file number 5-20859.
(10) Incorporated by reference to Exhibit No. 99(c)(4) of Registrant's Schedule
13E-4 dated June 11, 1996, commission file number 5-20859.
(11) Incorporated by reference to Registrant's Quarterly Report on Form 10-Q for
the quarterly period ended June 30, 1996.
(12) Incorporated by reference to Registrant's Quarterly Report on Form 10-Q for
the quarterly period ended September 30, 1996.
(13) Incorporated by reference to Registrant's Annual Report on Form 10-K for
its fiscal year ended December 31, 1996.
Page 12
<PAGE>
EXHIBIT(3)(a)
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
MARKET FACTS, INC.
-----------------------------
MARKET FACTS, INC., a corporation organized and existing under and by
virtue of the General Corporation Law of the State of Delaware (the
"Corporation"), DOES HEREBY CERTIFY:
FIRST: That the board of directors of the Corporation adopted resolutions
proposing and declaring advisable the following amendment to the first paragraph
of Article FOURTH of the Restated Certificate of Incorporation of the
Corporation:
NOW, THEREFORE, BE IT RESOLVED, that the first paragraph of Article
FOURTH of the Company's Restated Certificate of Incorporation be amended to
read as set forth in Exhibit A hereto.
"FOURTH: The total number of shares of all classes of stock which the
corporation shall have authority to issue is 15,500,000 shares, of
which 500,000 shares shall be Preferred Stock of no par value
(hereinafter called "Preferred Stock"), and 15,000,000 shares shall be
Common Stock of the par value of $1.00 per share (hereinafter called
"Common Stock")."
SECOND: That on April 28, 1997, pursuant to resolution of the Board of
Directors, the annual meeting of stockholders of the Corporation was duly called
and held, at which meeting the necessary number of shares as required by statute
were voted in favor of the amendment.
THIRD: That the aforesaid amendment was duly adopted in accordance with the
applicable provisions of Section 242 of the General Corporation Law of the State
of Delaware.
<PAGE>
IN WITNESS WHEREOF, said MARKET FACTS, INC. has caused this
certificate to be signed by Thomas H. Payne, its President, this ____ day of
April, 1997.
MARKET FACTS, INC.
By:________________________________
President
-2-
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> JUN-30-1997
<CASH> 484,508
<SECURITIES> 50,000
<RECEIVABLES> 16,331,341
<ALLOWANCES> 1,105,261
<INVENTORY> 0
<CURRENT-ASSETS> 21,765,805
<PP&E> 29,376,588
<DEPRECIATION> 12,270,879
<TOTAL-ASSETS> 39,576,355
<CURRENT-LIABILITIES> 16,360,783
<BONDS> 0
0
0
<COMMON> 8,966,258
<OTHER-SE> 3,569,295
<TOTAL-LIABILITY-AND-EQUITY> 39,576,355
<SALES> 46,834,647
<TOTAL-REVENUES> 46,834,647
<CGS> 25,936,345
<TOTAL-COSTS> 25,936,345
<OTHER-EXPENSES> 17,087,938
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 542,861
<INCOME-PRETAX> 3,346,659
<INCOME-TAX> 1,431,466
<INCOME-CONTINUING> 1,915,193
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,915,193
<EPS-PRIMARY> .27
<EPS-DILUTED> .27
</TABLE>
