<PAGE> 1
FORM 10-QSB
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 ENDING MARCH 31, 1996
Commission File Number: 0-15692
TOTAL RESEARCH CORPORATION
(Exact name of Registrant as specified in Charter)
DELAWARE 22-2072212
(State of Incorporation) (IRS Employer Identification No.)
Princeton Corporate Center, 5 Independence Way
Princeton, New Jersey 08543-5305
(Address of principal executive offices) (Zip Code)
(609) 520-9100
(Registrant's telephone number, including area code)
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 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
--- ---
Common Stock, $.001 Par Value - 9,880,708 as of May 13, 1996
<PAGE> 2
TOTAL RESEARCH CORPORATION
Consolidated Balance Sheets
<TABLE>
<CAPTION>
March 31, June 30,
1996 1995
---- ----
<S> <C> <C>
ASSETS
Current assets
Cash and cash equivalents $ 62,294 $ 128,071
Accounts receivable, less allowance for doubtful accounts
of $58,625 at March 31, 1996 and $58,625 at June 30, 1995 4,020,400 3,578,493
Costs and estimated earnings in excess of billings on
uncompleted contracts 2,125,948 1,685,041
Deferred Taxes 270,478 270,478
Other current assets 593,505 375,209
------------ ------------
Total current assets 7,072,625 6,037,292
------------ ------------
Fixed assets, less accumulated depreciation of $2,528,792
at December 31, 1995 and $2,237,727 at June 30, 1995 2,468,901 2,101,383
Capitalized market research products, less accumulated
amortization of $521,402 at March 31, 1996 and
$436,402 at June 30, 1995 444,404 357,458
Deferred data accumulation costs, net of accumulated depreciation of
$1,129,225 at March 31, 1996 and $770,300 at June 30, 1995 903,095 858,223
Goodwill, net of accumulated amortization of $124,635 at
March 31, 1996 and $71,220 at June 30, 1995 1,793,318 1,734,233
Deferred taxes 439,043 433,082
Other assets 210,398 220,920
------------ ------------
Total assets $ 13,331,784 $ 11,742,591
============ ============
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities
Current portion of notes payable $ 1,933,796 $ 1,666,056
Accounts payable 1,788,142 1,686,193
Accrued expenses 961,196 1,277,492
Billings in excess of earnings 1,575,343 1,068,280
Income taxes payable 77,826 128,496
------------ ------------
Total current liabilities 6,336,303 5,826,517
------------ ------------
Long-term liabilities
Capital lease obligations 88,522 44,350
Notes payable 2,270,727 1,361,258
Other long-term liabilities 54,370 187,780
------------ ------------
Total liabilities 8,749,922 7,419,905
Shareholders' equity
Common stock-authorized 20,000,000 shares $.001 par value, 9,880,708 shares
issued and outstanding at March 31, 1996 and
9,822,708 shares issued and outstanding at June 30, 1995 9,881 9,823
Additional paid-in capital 3,505,833 3,470,429
Cumulative translation adjustment 3,969 (36,799)
Retained earnings 1,062,179 879,233
------------ ------------
Total shareholders' equity 4,581,862 4,322,686
Total liabilities and shareholders' equity $ 13,331,784 $ 11,742,591
============ ============
</TABLE>
See notes to Consolidated Financial Statements
<PAGE> 3
TOTAL RESEARCH CORPORATION
Consolidated Statements of Income
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
------------------ -----------------
March 31, March 31, March 31, March 31,
1996 1995* 1996 1995*
---- ----- ---- -----
<S> <C> <C> <C> <C>
Revenues $ 6,262,864 $ 4,739,457 $ 17,309,798 $ 14,157,176
Direct costs 2,864,450 1,841,882 7,924,777 6,036,037
------------ ------------ ------------ ------------
Gross profit 3,398,414 2,897,575 9,385,021 8,121,139
Operating expenses 3,292,398 2,356,357 8,759,872 6,717,578
------------ ------------ ------------ ------------
Income from operations 106,016 541,218 625,149 1,403,561
Interest expense (110,425) (62,125) (294,603) (141,280)
Other income (expense), net 5,909 1,627 (39,332) 3,592
------------ ------------ ------------ ------------
Income before taxes 1,500 480,720 291,214 1,265,873
Provision (benefit) for income taxes 555 177,809 108,268 497,774
------------ ------------ ------------ ------------
Net income $ 945 $ 302,911 $ 182,946 $ 768,099
Weighted average common shares
outstanding 10,300,176 10,522,145 10,132,885 10,397,245
Net Income per Weighted
average common share $ 0.00 $ 0.03 $ 0.02 $ 0.07
</TABLE>
* - restated
See notes to the consolidated financial statements
<PAGE> 4
<TABLE>
<CAPTION>
Nine Months Ended
------------------------
March 31, March 31,
1996 1995*
---- ----
<S> <C> <C>
Cash flows from operating activities:
Net income 182,946 768,099
Adjustments to reconcile net income to cash
provided by operating activities
Depreciation 649,990 678,985
Amortization 138,415 117,722
Changes in assets and liabilities
Accretion of warrants 12,000 12,000
Adjustment for foreign currency translation 40,768 20,294
(Increase) decrease in assets
Accounts receivable (221,208) (688,032)
Cost and estimated earnings in
excess of billings on uncompleted contracts (346,240) (143,398)
Other assets (213,735) (60,376)
Increase (decrease) in liabilities
Accounts payable 101,949 (8,285)
Accrued expenses (416,531) (364,473)
Billings in excess of earnings 399,519 46,584
Income taxes payable (50,670) 26,453
Other liabilities (145,410) (54,488)
----------- -----------
Net cash provided by operating activities 131,793 351,085
Cash flows from investing activities:
Purchases of equipment (623,620) (553,440)
Cash expended for capitalized market
research products (140,031) (123,179)
Acquisition of certain assets of BMS and Carlson,
net of cash acquired (286,965) (1,806,510)
Deferred data accumulation costs (403,797) (403,797)
----------- -----------
Net cash used by investing activities (1,454,413) (2,886,926)
Cash flows from financing activities:
Repayment of debt (5,650,525) (3,389,121)
Proceeds from long-term debt 6,827,734 5,405,000
Payment under capital lease obligations, net 44,172 (34,362)
Proceeds from issuance of common stock 35,462 80,355
----------- -----------
Net cash provided by (used in ) financing
activities 1,256,843 2,061,872
Net increase (decrease) in cash and cash
equivalents (65,777) (473,969)
Cash and cash equivalents at beginning of period 128,071 671,646
----------- -----------
Cash and cash equivalents at end of period $ 62,294 $ 197,677
=========== ===========
</TABLE>
* - Restated
See notes to the consolidated financial statements
<PAGE> 5
TOTAL RESEARCH CORPORATION
Notes to Financial Statements
March 31, 1996 and 1995
Note 1 - Basis of Presentation
The accompanying unaudited financial statements have been prepared in accordance
with generally accepted accounting principles for interim financial information
and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X.
Accordingly, they do not include all of the information and footnotes required
by generally accepted accounting principles for complete financial statements.
In the opinion of management, all adjustments (consisting of normal recurring
accruals) considered necessary for a fair presentation have been included.
Operating results for the three months ended March 31, 1996 are not necessarily
indicative of the results that may be expected for the year ended June 30, 1996.
Note 2 - Presentation of European Subsidiary - TR-Europe
The summary of financial information, set forth below should be read in
conjunction with the consolidated financial statements as of and for the period
ended March 31, 1996 and March 31, 1995. The following summarizes information on
TR-Europe's Statement of Income, converted to U.S. Dollars using a weighted
average exchange rate of $1.54 and $1.58, for the nine month periods ended March
31, 1996 and 1995, respectively and a weighted average exchange rate of $1.53
and $1.60 for the three month periods ended March 31, 1996 and 1995,
respectively.
<TABLE>
<CAPTION>
Three Months Ending Nine Months Ending
March 31, March 31, March 31, March 31,
1996 1995 1996 1995
---- ---- ---- ----
<S> <C> <C> <C> <C>
Revenues 1,457,219 1,166,050 4,523,303 2,773,786
Direct Costs 681,456 523,570 2,251,741 1,311,574
--------- --------- --------- ---------
Gross Profit 775,762 642,480 2,271,561 1,462,212
Operating Expenses 735,349 541,430 2,118,946 1,244,933
--------- --------- --------- ---------
Income from Operations 40,414 101,050 152,616 217,279
Income Taxes 11,316 25,262 14,732 54,317
--------- --------- --------- ---------
Net Income 29,098 75,788 137,884 162,962
</TABLE>
<PAGE> 6
Note 3 - Measurement of Goodwill
Goodwill has been recorded in relation to the excess of the purchase price over
the fair values of the identified assets acquired. The Company amortizes
goodwill over twenty-five years. The carrying value of goodwill is evaluated
periodically in relation to the operating performance and future undiscounted
net cash flows of the underlying business. Adjustments are recorded if the sum
of the expected future net cash flows is less than the book value of the
goodwill.
Note 4 - Acquisition of Carlson Research Company
On November 27, 1995, the Company closed a transaction to acquire the assets of
the Carlson Research Company ("CRC"), a division of Carlson Marketing Group. CRC
provides market research services to a variety of companies, including Carlson
Marketing Group. The purchase price was approximately $287,000, paid at closing,
and the terms of the acquisition also provide for contingent payments to be made
for periods through December 31, 1999 dependent upon the achievement of certain
sales volumes in connection with the alliance between the Company and the
Carlson Marketing Group. There have been none as of March 31, 1996.
The Company funded the acquisition with term debt secured through United Jersey
Bank.
<PAGE> 7
PART II - MANAGEMENT'S DISCUSSION OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
Result of Operations - Third Quarter Fiscal 1996 as Compared to Third Quarter
Fiscal 1995.
<TABLE>
<CAPTION>
Statement of Income Data:
- -------------------------
(Expressed as a percentage of revenues) Three Months Ended
------------------
March 31,
---------
1996 1995
---- ----
<S> <C> <C>
Revenues 100.0% 100.0%
Direct costs 45.7% 38.9%
----- -----
Gross profit 54.3% 61.1%
Operating expenses 52.6% 49.7%
----- -----
Income from operations 1.7% 11.4%
Interest expense 1.7% 1.3%
Other income (expense), net 0.1% 0.0%
----- -----
Income before income taxes .1% 10.1%
Provision for income taxes .0% 3.8%
----- -----
Net income .1% 6.3%
</TABLE>
Revenues for the third quarter of fiscal 1996 increased 32.1% or $1,523,407
versus the same quarter in the prior year, to $6,262,864. This increase in
revenue is the result of increases in revenues from its European division ,
Quality Management and Health Care divisions. The Company's Consumer Research
and Information Technologies divisions revenues were at or just below last
year's level.
The Company defines backlog as the unearned portions of its existing contracts
at each balance sheet date. The Company's backlog at March 31, 1996 was
approximately $9,500,000 as compared to a backlog of approximately $7,300,000 at
June 30, 1995 and approximately $6,539,000 at March 31, 1995. The amount of
backlog at any time may not be indicative of intermediate or long-term trends in
the Company's operations.
Direct costs for the third quarter of fiscal 1996 totaled $2,864,450, an
increase of 55.5% or $1,022,568 versus the prior year's total of $1,841,882. As
such, they were 45.7% of revenues, as compared to 38.9% of revenues in the prior
year. This increase in direct costs as a percentage of revenues is the result of
the Company's overall change in the mix of work it performed during the third
quarter of fiscal 1996 versus the third quarter of fiscal 1995. In the third
quarter of fiscal 1996 the Company delivered a greater percentage of
quantitative and international business, which is typically completed by
subcntracting the data collection phase of the project, and, therefore,
generates lower gross margins as compared to the equivalent quarter in fiscal
1995.
Operating expenses for the third quarter of fiscal 1996 totaled $3,292,398, an
increase of 39.7% or $936,041 over the same quarter in the prior year. The
increase can be attributed to costs associated with the integration of the
acquired Carlson Research Company, the payroll costs associated with the
investment in staffing for new levels of business the Company is experiencing,
especially in the European division., corporate development costs, additional
sales costs, costs associated with automation of the management information
systems as well as additional fringe benefits costs. The Company also incurred
approximately $100,000 in severance and restructuring costs associated with the
elimination of its internal personal field and communications departments.
Expessed as a percent of revenue, operating expenses increased to 52.6% of
revenue in the third quarter of fiscal 1996, versus 49.7% in the third quarter
of fiscal 1995. Expressed as a percentage of gross profit,
<PAGE> 8
operating expenses increased to 96.9% of gross profit in the third quarter of
fiscal 1996, versus 81.3% in the third quarter of fiscal 1995.
Income from operations decreased $435,202 to $106,016 during the third quarter
of fiscal 1996, as compared to $541,218 during the third quarter of fiscal 1995,
for all the reasons set forth herein.
The Company's interest expenses increased $48,300 in the third quarter of fiscal
1996 to $110,425, as compared to $62,125 in the third quarter of fiscal 1995, as
a result of the funding of the acquisitions of TR - Europe and Carlson Research
Company and the funding of additional working capital related to the Company's
growth.
Other income (expense) totaled $5,909 for the third quarter of fiscal 1996, an
increase of $4,282 versus income of $1,627 during the third quarter of fiscal
1995. Included is licensing income of approximately $10,000 earned by the
Company as the result of its licensing arrangement with TRCA in Argentina.
Income before taxes totaled $1,500 for the third quarter of fiscal 1996 versus
$480,720 in the third quarter of fiscal 1995 for the reasons set forth above.
The income tax provision for the third quarter of fiscal 1996 was $555, versus
$177,809 for the third quarter of fiscal 1995 due to the decreased earnings of
the Company.
Net income for the third quarter of fiscal 1996 was $945, or $.00 per share,
versus earnings of $302,911, or $.03 per share for the third quarter of fiscal
1995.
Result of Operations - Nine Months Year to Date Fiscal 1996 as compared to Nine
Months Year to Date Fiscal 1995
<TABLE>
<CAPTION>
Statement of Income Data:
- -------------------------
(Expressed as a percentage of revenues) Nine Months Ended
-----------------
March 31,
---------
1996 1995
---- ----
<S> <C> <C>
Revenues 100.0% 100.0%
Direct costs 45.8% 42.6%
----- -----
Gross profit 54.2% 57.4%
Operating expenses 50.7% 47.5%
----- -----
Income from operations 3.5% 9.9%
Interest expense 1.7% 1.0%
Other income (expense), net (0.1%) 0.0%
----- -----
Income before income taxes 1.7% 8.9%
Provision for income taxes .6% 3.5%
----- -----
Net income 1.1% 5.4%
</TABLE>
Revenues for the first nine months of fiscal 1996 increased 22% or $3,152,622
versus the same nine months in the prior year, to $17,309,798. This increase in
revenue is the result of a significant increase in revenues from its European
division as well as increasing revenues in its Quality Management and Health
Care. The Company's Consumer Research and Information Technologies divisions
revenues were at or just below last year's level. The decline in revenues in the
Consumer Research Services division during the first quarter of fiscal 1996 can
be attributed to the management focus in the division on the development of new
products. This division, which markets the Company's EQUITREND product, invested
heavily in the second half of fiscal 1995 in developing new products using the
EQUITREND database that it has introduced in the first quarter of fiscal 1996.
<PAGE> 9
The Company defines backlog as the unearned portions of its existing contracts
at each balance sheet date. The Company's backlog at March 31, 1996 was
approximately $9,500,000 as compared to a backlog of approximately $6,539,000 at
March 31, 1996 and approximately $7,300,000 at June 30, 1995. The amount of
backlog at any time may not be indicative of intermediate or long-term trends in
the Company's operations.
Direct costs increased 31% or $1,888,740 for the first nine months of fiscal
1996 to $7,924,777 versus the prior year's nine month total of $6,036,037. As
such, they were 45.8% of revenues, as compared to 42.6% of revenues in the prior
year. This increase in direct costs as a percentage of revenues is the result of
the Company's overall change in the mix of work it performed during the first
nine months of fiscal 1996 versus the first nine months of fiscal 1995. The
Company delivered a much greater percentage of quantitative and international
business during the first nine months of fiscal 1996, which typically includes
substantial out-of-pocket expenses for data collection versus qualitative
business, which is typically more labor intensive and, therefore, generates
higher gross margins.
Operating expenses for the first nine months of fiscal 1996 totaled $8,759,872,
an increase of 30.4% or $2,042,294 over the first nine months of fiscal 1995.
The increase can be attributed to the payroll costs associated with the
investment in staffing for new levels of business, especially in the European
division, the costs associated with the negotiation and integration of Carlson
Research Company, corporate development costs, additional sales costs, costs
associated with the automation of the management information systems, and
additional fringe benefit costs. The Company also incurred approximately
$100,000 in severance and restructuring costs associated with the elimination of
its internal personal field and communications departments. Expressed as a
percent of revenue, operating expenses increased to 50.6% of revenue in the
first nine months of fiscal 1996, versus 47.4% in the first nine months of
fiscal 1995. Expressed as a percentage of gross profit, operating expenses
increased to 93.3% of gross profit in the first nine months of fiscal 1996,
versus 82.3% in the first nine months of fiscal 1995.
Income from operations decreased $778,412 to $625,149 during the first nine
months of fiscal 1996, as compared to $1,403,561 during the first nine months of
fiscal 1995, for all the reasons set forth herein.
The Company's interest expense increased $153,323 in the first nine months of
fiscal 1996 to $294,603, as compared to $141,280 in the first nine months of
fiscal 1995, as a result of the funding of the acquisition of TR - Europe and
Carlson Research Company and the funding of additional working capital related
to the Company's growth.
Other income (expense) totaled ($39,332) for the first nine months of fiscal
1996, a decrease of $42,924 versus income of $3,592 during the first nine months
of fiscal 1995, due primarily to the reserve for non-recurring professional
services. Also included is licensing income of approximately $40,000 earned by
the Company as the result of its licensing arrangement with TRCA in Argentina.
Income before taxes totaled $291,214 for the first nine months of fiscal 1996
versus $1,265,873 in the first nine months of fiscal 1995 for the reasons set
forth above.
The income tax provision for the first nine months of fiscal 1996 was $108,268,
versus $497,774 for the first nine months of fiscal 1995 due to the decreased
earnings of the Company.
Net income for the first nine months of fiscal 1996 was $182,946, or $.02 per
share, versus earnings of $768,099 or $.07 per share for the first nine months
of fiscal 1995.
Liquidity and Capital Resources
Working capital increased to $736,322, at March 31, 1996 from $210,775 at June
30, 1995, and the current ratio increased to 1.12 from 1.04 June 30, 1995. The
increase in working capital is attributable to a restructuring of the Company's
financing, as discussed below, which had the effect of decreasing the current
portion of the Company's debt by approximately $630,000 as compared to the
levels of June 30, 1995.
<PAGE> 10
The Company's Notes Payable (both short term and long term) were approximately
$3.8 at March 31, 1996, compared to $3.4 million at December 31, 1995 and $3.0
million at June 30, 1995,
The structure of the Company's Notes payable was $2.38 million long-term and
$1.03 million short-term. The Company reached an agreement with United Jersey
Bank (UJB) of Princeton, NJ on a $4.75 million financing package to improve the
structure of its debt such that the long term debt reflects the Company's
investment in long-term assets, including its acquisitions of TR - Europe and
Carlson Research Company as well as its Capitalized Market Research Products.
Inflation had no material effect on the financial performance of the Company
during the periods reported.
In December 1995, and pursuant to restructuring of its debt with UJB the Company
revised its existing line of credit with UJB as follows:
A $1.25 million revolving line of credit capped at 50% of eligible
receivables (including standby letters of credit of approximately
$125,000). The interest rate is based on certain financial covenants and
is currently 1/2% above the prime rate. At December 31, 1995, the
Company had borrowed $950,000 against the revolving line of credit. The
Company is obligated to pay United Jersey Bank a commitment fee of 1/4%
on the average unused amount of the revolving line of credit, paid
quarterly.
A three-year $3,000,000 term loan with equal principal payments of
$50,000 each month with a balloon payment on December 31, 1998. The
interest rate on this loan is fixed at 8.6% per annum. The Company
currently owes $2,900,000 against this term note.
A $500,000 term loan is available to the Company to finance the purchase
of certain fixed assets. This loan has not been drawn down.
The agreement with UJB executed in 1991 contained a provision that the Company
grant to UJB five-year warrants for 232,514 shares of the Company's common stock
at an exercise price of $1.75 per share. UJB continues to hold these warrants.
The agreement with UJB executed on December 28, 1995 also contains restrictions,
one of which requires the Company to maintain certain financial ratios. As of
March 31, 1996, the Company has met these minimum ratios.
The Company also has a bank overdraft facility of pound sterling 300,000 with
Coutts & Co in London, England. This facility is charged at a rate of 3% above
the UK Base Rate. At March 31, 1996, the bank borrowings were at pound sterling
232,322 (approximately US$ 350,000) and the UK Base Rate was 6.75%.
Cash totaled $62,294 at March 31, 1996 versus $128,071 at June 30, 1995,
Net Accounts Receivable totaled $4,020,400 at March 31, 1996, compared to
$3,578,493 at the June 30, 1995, for a net increase of $441,907. The increase in
receivables is the result of the increasing business of the Company.
Costs and estimated earnings in excess of billings on uncompleted contracts
totaled $2,125,948 at March 31, 1996, compared to $1,685,041 at June 30,1995,
for a net increase of $440,907. The normal fluctuations in the billing cycle of
work-in-progress accounted for this increase.
Fixed assets at cost, less accumulated depreciation and amortization increased
by $367,518 at March 31, 1996 to $2,468,901, compared to $2,101,383 at June 30,
1995, due primarily to the expansion of the Company's London operations.
Capitalized Market Research Products, net increased by $86,946 at March 31, 1996
to $444,404, compared to $357,458 at June 30, 1995. The increase is the result
of new products the Company is currently developing or has developed, notably
the Continuous EquiTrend product. The Company plans to introduce these products
during fiscal year 1996
<PAGE> 11
Deferred Data Accumulation Costs increased by $44,872 at March 31, 1996 to
$903,095, compared to $858,223 at June 30, 1995. The relatively small
fluctuation represents the fact the Company is amortizing the historical costs
at approximately the same rate as data accumulation costs are incurred with
current product offerings.
Current portion of notes payable increased by $267,740 at March 31, 1996 to
$1,933,796, compared to $1,666,056 at June 30, 1995. The increase is due to a
slow-down in the receipt of cash from its clients.
Accounts payable and accrued expenses decreased by $214,347 at March 31, 1996 to
$2,749,338, compared to $2,963,685 at June 30, 1995. The usual fluctuations in
the Company's business accounted for the change.
Billings in excess of earnings increased $507,063 at March 31, 1996 to
$1,575,343, compared to $1,068,280 at June 30, 1995. The increase in business
from last year accounted for this increase.
Federal and state income taxes payable decreased $50,670 at March 31, 1996 to
$77,826, compared to $128,496 at June 30, 1995, as a result of the reduced
earnings of the Company in the second and third quarters of fiscal 1996.
The long-term portion of lease obligations increased $44,172 at March 31, 1996
to $88,522, compared to $44,350 at June 30, 1995. Leases assumed by TR - Europe
accounted for this increase.
Notes payable increased $909,469 at March 31, 1996 to $2,270,727, compared to
$1,361,258 at June 30, 1995. The increase is due to the restructuring of the
Company's financing with UJB, as discussed above.
<PAGE> 12
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
There are no material legal actions, proceedings or litigations pending or
threatened to the knowledge of the Company.
Item 2. Changes in Securities
None.
Item 3. Defaults upon Senior Securities
None.
Item 4. Submission of Matters to a Vote of Security Holders
The Company held its annual meeting on April 16 1996. The following was
decided on:
The majority of the record and beneficial owners of the stock in person or by
proxy voted for the following slate of the Board:
Lorin Zissman, Hugh Devine, William Levy, Edward Shrawder, Anthony Galli,
Roger Thomas, Albert Angrisani
In person or by proxy, the proposal to approve the selection of Amper,
Politziner & Mattia to serve as the Company's independent accountants for
fiscal 1996.
In person or by proxy, the proposal to approve the 1995 Stock Incentive Plan
and the Stock Incentive Plan for Total Research, LTD. was approved.
Item 5. Other information
None.
Item 6. Exhibits and Reports on Form 8-K:
A. None.
B. None.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
undersigned has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
TOTAL RESEARCH CORPORATION
--------------------------
(Registrant)
/s/ HUGH DEVINE
--------------------------
BY: HUGH DEVINE,
PRESIDENT
/s/ ERIC ZISSMAN
--------------------------
BY: ERIC ZISSMAN,
CHIEF ACCOUNTING OFFICER
Dated: May 20, 1996
<TABLE> <S> <C>
<ARTICLE> 5
<CIK> 0000803058
<NAME> TOTAL RESEARCH CORP.
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> JUN-30-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> DEC-31-1996
<CASH> 62,294
<SECURITIES> 0
<RECEIVABLES> 4,079,025
<ALLOWANCES> 58,625
<INVENTORY> 0
<CURRENT-ASSETS> 7,072,625
<PP&E> 4,997,693
<DEPRECIATION> 2,528,792
<TOTAL-ASSETS> 13,331,784
<CURRENT-LIABILITIES> 6,336,303
<BONDS> 0
0
0
<COMMON> 9,881
<OTHER-SE> 4,581,862
<TOTAL-LIABILITY-AND-EQUITY> 13,331,784
<SALES> 0
<TOTAL-REVENUES> 6,262,864
<CGS> 0
<TOTAL-COSTS> 6,156,848
<OTHER-EXPENSES> (5,909)
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 110,425
<INCOME-PRETAX> 1,500
<INCOME-TAX> 555
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
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<CHANGES> 0
<NET-INCOME> 945
<EPS-PRIMARY> 0.00
<EPS-DILUTED> 0.00
</TABLE>
