TOTAL RESEARCH CORP
10-Q, 2000-02-11
ENGINEERING, ACCOUNTING, RESEARCH, MANAGEMENT
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                                    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 DECEMBER 31, 1999.

Commission File Number: 0-15692


                           TOTAL RESEARCH CORPORATION
                           --------------------------
             (Exact name of Registrant as specified in its 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
                                    ---       ---


As of February 10, 2000, the Registrant had  12,369,231  shares of Common Stock,
outstanding.
<PAGE>
                          PART I. FINANCIAL STATEMENTS.

                    ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS

                           TOTAL RESEARCH CORPORATION
                           --------------------------
                           CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>

                                                                                    DECEMBER 31,          JUNE 30,
                                                                                        1999              1999
                                                                                   (UNAUDITED)            (AUDITED)
                                                                                   -----------            ---------
ASSETS
- ------

<S>                                                                                 <C>               <C>
Current assets
  Cash and cash equivalents.....................................................    $5,901,082        $ 5,203,383
  Accounts receivable, less allowance for doubtful accounts
    of $110,000 at December 31, 1999 and at June 30, 1999.......................     8,187,129          7,068,199
  Cost and estimated earnings in excess of billings on
    uncompleted contracts.......................................................     4,390,673           3,248,270
  Deferred taxes................................................................       330,000             330,000
  Prepaid expenses and other current assets.....................................       816,207             585,262
                                                                                    ----------          ----------
  Total current assets                                                              19,625,091          16,435,114

Fixed assets, less accumulated depreciation of $4,902,915 and
  $4,553,729, respectively......................................................     2,585,800           2,609,152
Goodwill, net of accumulated amortization of $418,103 and
   $379,181, respectively.......................................................     1,605,774           1,644,696
Deferred taxes..................................................................       264,000             264,000
Other assets....................................................................       821,675             763,767
                                                                                    ----------          ----------
                                                                                   $24,902,340         $21,716,729
                                                                                   ===========         ===========
LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities
  Revolving line of credit......................................................   $   215,992         $   282,027
  Accounts payable..............................................................     4,032,246           4,038,566
  Accrued expenses and other current liabilities................................     2,933,584           3,512,938
  Billings in excess of costs and estimated earnings............................     5,943,667           3,373,665
  Income taxes payable..........................................................       680,051             714,059
                                                                                    ----------          ----------
  Total current liabilities                                                         13,805,539          11,921,255

  Other long-term liabilities...................................................       645,626             716,605
                                                                                    ----------          ----------
                                                                                    14,451,165          12,637,860
                                                                                    ----------          ----------

Commitments and contingencies

Stockholders' equity
  Common  stock-authorized   20,000,000  shares  $.001  par  value,  per  share,
    12,341,524 issued at December 31, 1999 and 11,761,608
    at June 30, 1999............................................................        12,342              11,762
  Additional paid-in capital....................................................     7,095,054           6,627,782
  Retained earnings.............................................................     4,405,955           3,134,938
  Accumulated other comprehensive income........................................      (113,487)            (35,925)
                                                                                    ----------          ----------
                                                                                    11,399,864           9,738,557
  Less:  Treasury stock, at cost................................................      (948,689)           (659,688)
                                                                                    ----------          ----------
     Total stockholders' equity.................................................    10,451,175           9,078,869
                                                                                    ----------          ----------
Total liabilities and stockholders' equity......................................   $24,902,340         $21,716,729
                                                                                   ===========         ===========


                                         (See notes to the consolidated financial statements)
</TABLE>
<PAGE>
<TABLE>
<CAPTION>



                                                    TOTAL RESEARCH CORPORATION
                                                    --------------------------
                                                 CONSOLIDATED STATEMENTS OF INCOME





                                                UNAUDITED                                    UNAUDITED
                                                ---------                                    ---------
                                            THREE MONTHS ENDED                           SIX MONTHS ENDED
                                            ------------------                           ----------------

                                      DEC. 31,               DEC. 31,              DEC. 31,               DEC. 31,
                                        1999                  1998                  1999                   1998
                                        ----                  ----                  ----                   ----

<S>                                 <C>                     <C>                  <C>                    <C>
Revenues........................... $12,112,292             $9,625,625           $25,903,242            $19,695,071
Direct costs.......................   6,890,282              4,913,071            13,821,129              9,866,070
                                    -----------             ----------           -----------            -----------
Gross profit.......................   5,222,010              4,712,554            12,082,113              9,829,001

Operating expenses..............      4,219,221              3,848,278            10,118,937              8,149,772
                                    -----------             ----------           -----------            -----------
Income from operations.............   1,002,789                864,276             1,963,176              1,679,229

Interest income....................      39,757                 37,787                86,634                 69,880
                                    -----------             ----------           -----------            -----------
Income before income
 taxes.............................   1,042,546                902,063             2,049,810              1,749,109

Income taxes....................        396,167                362,577               778,793                688,690
                                    -----------             ----------           -----------            -----------

Net income......................... $   646,379             $  539,486           $ 1,271,017            $ 1,060,419
                                    -----------             ----------           -----------            -----------

Earnings per share
   Basic...........................$        .05          $         .05         $         .11         $          .09
   Diluted.........................$        .05          $         .04         $         .10         $          .08

Weighted average common shares
   Outstanding - Basic.............   11,990,062            11,466,921             11,990,107            11,460,508
               - Diluted...........   13,300,195            12,422,398             13,090,004            12,502,591


                                         (See notes to the consolidated financial statements)
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                                                    TOTAL RESEARCH CORPORATION
                                                    --------------------------
                                               CONSOLIDATED STATEMENTS OF CASH FLOWS










                                                                                  DECEMBER 31,         DECEMBER 31,
                                                                                       1999                  1998
                                                                                  ------------         ------------


<S>                                                                                   <C>                 <C>
Net cash provided by operating activities.......................................      $988,277            $836,423
                                                                                    ----------          ----------

Cash flows from investing activities:
  Purchases of equipment........................................................      (325,833)           (787,216)
                                                                                    ----------          ----------

Cash flows from financing activities
Proceeds from long-term debt....................................................       (66,035)            430,689
Proceeds from issuance of common stock..........................................       467,853           2,063,864
Stock repurchase................................................................      (289,001)                  -
                                                                                    ----------          ----------
Net cash provided by financing activities.......................................       112,817           2,494,553
                                                                                    ----------          ----------

Effect of exchange rate changes on cash.........................................       (77,562)            (35,458)
                                                                                    ----------          ----------
Net increase in cash and cash equivalents.......................................       697,699           2,508,302

Cash and cash equivalents at beginning of period................................     5,203,383           2,097,347
                                                                                    ----------          ----------
Cash and cash equivalents at end of period .....................................    $5,901,082          $4,605,649
                                                                                    ==========          ==========


                                         (See notes to the consolidated financial statements)
</TABLE>
<PAGE>
                           TOTAL RESEARCH CORPORATION
                           --------------------------
              NOTES TO CONSOLIDATED UNAUDITED FINANCIAL STATEMENTS
              ----------------------------------------------------
                           DECEMBER 31, 1999 AND 1998
                           --------------------------


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  Article  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 six months ended December 31, 1999 are
not  necessarily  indicative  of the results  that may be expected  for the year
ending June 30, 2000.

The  Consolidated  Balance  Sheet at June 30,  1999  has been  derived  from the
audited  financial  statements  at that  date but does  not  include  all of the
information and footnotes required by generally accepted  accounting  principles
for complete Financial Statements.

For further  information,  refer to the  Consolidated  Financial  Statements and
Footnotes  thereto  included in the Company's  Annual Report on Form 10K for the
year ended June 30, 1999.

NOTE 2 - SEGMENT INFORMATION


The Company  operates in one  principal  industry  segment:  marketing  research
services.  Geographic  financial  information  for the three-month and six-month
periods ended December 31, 1999 and 1998 (in 000's) is as follows:
<TABLE>
<CAPTION>

                                                         Three Months                              Six Months
                                                         ------------                              ----------
                                                Dec. 31,               Dec. 31,           Dec. 31,        Dec. 31,
                                                1999                   1998               1999             1998
                                                ----                   ----               ----             ----

<S>                                           <C>                   <C>                  <C>            <C>
Revenues
         United States...................      $ 8,460               $ 6,524             $18,470         $13,665
         Europe..........................        3,652                 3,102               7,433           6,030
                                              --------               -------             -------         -------
Totals...................................     $ 12,112               $ 9,626             $25,903         $19,695

Operating Income.........................
         United States...................          998                   777               1,895           1,438
         Europe..........................           45                   125                 155             311
                                              --------               -------             -------         -------
Totals...................................      $ 1,043               $   902            $  2,050        $  1,749
</TABLE>

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 - COMMON STOCK

         On June 30, 1999, the Company's  Board of Directors  authorized a stock
repurchase  program of up to one million  shares of the Company's  common stock.
Shares under the program are to be  repurchased  at  management's  discretion in
open market  transactions.  At December  31, 1999,  the Company had  repurchased
76,250 shares at a total cost of approximately $289,000.  Subsequent to December
31, 1999, the Company has not repurchased any additional shares.

<PAGE>

ITEM II.  MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OF  FINANCIAL  CONDITION  AND
          RESULTS OF OPERATIONS.
          ----------------------------------------------------------------------

RESULTS OF OPERATIONS


         The  Company  is  a  full-service   consultative   marketing   research
corporation  that  provides  marketing  research and  information  to assist its
clients with the pricing and positioning of new or existing  products,  customer
loyalty measurements, brand equity issues and other marketing concerns

         The  following  table sets forth,  for the periods  indicated,  certain
historical income statement data as a percentage of gross revenues.


STATEMENT OF INCOME DATA:
(Expressed as a percentage of revenues)

                                         Quarter Ended
                                          December 31,
                                          ------------
                                       1999          1998
                                       ----          ----

Revenues                             100.0%        100.0%
Direct costs                          56.9%         51.0%
                                     -----         -----
Gross profit                          43.1%         49.0%
Operating expenses                    34.8%         40.0%
                                     -----         -----
Income from operations                 8.3%          9.0%
Interest income                        0.3%          0.4%
                                     -----         -----
Income before income taxes             8.6%          9.4%
Provision for income taxes             3.3%          3.8%
                                     -----         -----
Net income                             5.3%          5.6%



RESULT OF OPERATIONS - SECOND  QUARTER FISCAL 2000 AS COMPARED TO SECOND QUARTER
FISCAL 1999.
- --------------------------------------------------------------------------------

         The  Company's  revenues  increased  approximately  26 percent from the
second  quarter  of fiscal  1999 to the  second  quarter  of fiscal  2000.  This
increase  in  revenues  was the  result  of the  investments  made in its  sales
infrastructure in fiscal 1999 and two multi-million dollar projects completed in
the Customer Loyalty and Strategic  Marketing  Services Divisions (both domestic
and international) during the period. The Global Life Sciences Division revenues
decreased  during the  second  quarter of fiscal  2000 as  compared  to the same
period in fiscal  1999 as a result of lower  sales  during  the  second  half of
fiscal 1999.


<PAGE>


RESULT OF OPERATIONS - SECOND  QUARTER FISCAL 2000 AS COMPARED TO SECOND QUARTER
FISCAL 1999 (CONT'D).
- --------------------------------------------------------------------------------

         The gross profit of the Company increased from approximately $4,710,000
in the second quarter of fiscal 1999 to  approximately  $5,225,000 in the second
quarter of fiscal 2000, or an increase of approximately  $515,000.  Gross profit
decreased as a percentage of revenues from 49.0 percent in the second quarter of
fiscal 1999 to 43.1 percent of revenues in the second quarter of fiscal 2000 due
principally to data  collection and data  processing  costs  associated with two
multi-million  dollar  projects  that had a significant  negative  effect on the
overall  gross  profit  percentage  for the  Company.  The Company  continues to
generate  gross  profits  of greater  than 50  percent  on most of its  research
projects.

         Operating  costs  increased to  approximately  $4,220,000 in the second
quarter of fiscal 2000 from  approximately  $3,848,000 in the second  quarter of
fiscal 1999,  or  approximately  $372,000.  The increase  can be  attributed  to
additional  costs  associated  with  increasing  the capacity of its Tampa phone
center as well as additional labor costs.  However, as a percentage of revenues,
it decreased  from  approximately  40.0 percent in the second  quarter of fiscal
1999 to  approximately  34.8 percent in the second  quarter of fiscal 2000.  The
reduction  of the  percentage  of  operating  expenses to revenues is mainly the
result of the Company  maintaining  strong  control of its  non-project  related
expenses as it continues to expand.

         Income before taxes increased to approximately $1,043,000 in the second
quarter of fiscal  2000 from  approximately  $902,000  in the second  quarter of
fiscal 1999, or approximately $141,000. However, it decreased as a percentage of
revenues from 9.4 percent in the second quarter of fiscal 1999 to 8.6 percent in
the second quarter of fiscal 1999 for the reasons set forth above.

         The provision for income taxes increased due to the increased income of
the Company during the second quarter of fiscal 2000. The Company  increased its
net income  approximately  $106,000  from  approximately  $540,000 in the second
quarter of fiscal 1999 to approximately $646,000 in the second quarter of fiscal
2000.  However,  as a  percentage,  it decreased  from 5.6 percent in the second
quarter  of fiscal  1999 to 5.3 in the  second  quarter  of fiscal  2000 for the
reasons set forth above.

STATEMENT OF INCOME DATA:
(Expressed as a percentage of revenues)

                                            Six Months Ended
                                                December 31,
                                                ------------
                                           1999          1998
                                           ----          ----

Revenues                                 100.0%        100.0%
Direct costs                              53.4%         50.1%
                                         -----         -----
Gross profit                              46.6%         49.9%
Operating expenses                        39.0%         41.4%
                                         -----         -----
Income from operations                     7.6%          8.5%
Interest income                            0.3%          0.4%
                                         -----         -----
Income before income taxes                 7.9%          8.9%
Provision for income taxes                 3.0%          3.5%
                                         -----         -----
Net income                                 4.9%          5.4%




<PAGE>



RESULTS OF  OPERATIONS  - SIX MONTHS YEAR TO DATE FISCAL 2000 AS COMPARED TO SIX
- --------------------------------------------------------------------------------
MONTHS YEAR TO DATE FISCAL 1999
- -------------------------------

         Revenues increased approximately 32 percent during the first six months
of fiscal 2000 as compared  to the first six months of fiscal  1999.  Similar to
the second  quarter  analysis,  this  increase in revenues was the result of the
investments   made  in  its  sales   infrastructure   in  fiscal  1999  and  two
multi-million  dollar projects  completed in the Customer  Loyalty and Strategic
Marketing  Services  Divisions  (both  domestic  and  international)  during the
period.  The Global Life Sciences Division  revenues  decreased during the first
six months of fiscal  2000 as  compared  to the same  period in fiscal 1999 as a
result of lower sales effort during the second half of fiscal 1999.

         The gross profit increased from approximately  $9,830,000 for the first
six months of fiscal 1999 to approximately $12,080,000, or $2,250,000.  However,
as a percentage of revenues,  gross profit  decreased  from 49.9 percent for the
six-month  period in fiscal 1999 to 46.6  percent in fiscal  1999.  However,  as
stated in the second  quarter  analysis,  the gross  profit  percentage  for the
six-month period was significantly  reduced by two multi-million dollar projects
that included a large amount of data collection and data processing  costs.  The
Company  continues to generate  gross profits of greater than 50 percent on most
of its research projects.

         Operating costs increased from  approximately  $8,150,000 for the first
six months of fiscal 1999 to approximately  $10,120,000 for the first six months
of fiscal 2000,  or  $1,970,000.  The increase can be  attributed  to additional
costs  associated with  transitioning  the Company into an integrated  marketing
services  company  including  increasing  the capacity of its two phone centers,
startup costs associated with BlinkE(TM), a new wholly-owned  subsidiary,  costs
associated with developing new web products and services,  additional  marketing
costs for new collateral material as well as additional labor costs. However, as
a  percentage  of  revenues,  operating  costs  decreased  from 41.4  percent of
revenues in the first six months of fiscal  1999 to 39.0  percent of revenues in
the first six  months  of  fiscal  2000.  The  reduction  of the  percentage  of
operating expenses to revenues is mainly the result of the Company continuing to
control its non-project related expenses as it continues to expand.

         Income before taxes increased to approximately $2,050,000 for the first
six months of fiscal 2000 from approximately $1,750,000 for the first six months
of fiscal 1999, or approximately $300,000. However, as a percentage of revenues,
it  decreased  from 8.9  percent  for the first six months of fiscal 1999 to 7.9
percent for the first six months of fiscal 2000 for the reasons set forth above.

         The  provision for income taxes  increased due to the increased  income
for the first six months of fiscal 2000. Overall,  the Company increased its net
income  approximately  $210,000 from approximately  $1,060,000 for the first six
months of fiscal 1999 to  approximately  $1,270,000  for the first six months of
fiscal 2000.  However,  as a percentage,  it decreased  from 5.4 percent for the
first six  months  of fiscal  1999 to 4.9  percent  for the first six  months of
fiscal 2000 for the reasons set forth above.


LIQUIDITY AND CAPITAL RESOURCES

         At  December  31,  1999,  the  Company's   working  capital   increased
approximately   $1,306,000  to  approximately   $5,820,000  from   approximately
$4,514,000 at June 30, 1999, and the current ratio increased to 1.42 from 1.38.

         For the six-month period ended December 31, 1999, the Company generated
positive  cash from  operations  of  approximately  $988,000.  In addition,  the
Company received  approximately  $468,000 from exercised stock options resulting
in  total   additional  cash  available   during  the  period  of  approximately
$1,456,000.  The  Company  used  its  cash to  increase  its  cash  reserves  by
approximately $698,000, purchase approximately $326,000 of equipment, repurchase
approximately $289,000 of Company stock, and pay down bank debt by approximately
$66,000.


<PAGE>


LIQUIDITY AND CAPITAL RESOURCES (CONT'D)

         The  Company  has  a  loan  agreement  with  Summit  Bank,  located  in
Princeton, NJ. The loan agreement contains the following:

o             A one year $2.5  million  revolving  line of credit at a  variable
              interest rate based on certain  financial  ratios.  As of December
              31, 1999, the rate is the prime rate less one-half  percent (prime
              rate at December 31, 1999 was 8.5%).  As of December 31, 1999, the
              Company was in compliance with all of the financial ratios and has
              not borrowed against this line.

o             A three-year  $500,000 term line secured by  equipment,  furniture
              and  fixtures  at an  interest  rate  based on  certain  financial
              ratios.  As of December 31, 1999,  the rate is the prime rate less
              one-half  percent.  As of December 31,  1999,  the Company has not
              borrowed against this line.

         In   addition,   the   Company  has  a  bank   overdraft   facility  of
(pound)300,000 with Barclays Bank in London, UK. The borrowings are charged at a
rate of 3 percent  above the UK Base Rate (base rate at  December  31,  1999 was
5.5%).   At  December   31,  1999  the   Company  had   borrowed   approximately
(pound)134,000 (approximately $216,000) against this overdraft facility.

         The Company  defines  backlog as the unearned  portions of its existing
contracts at each balance sheet date. The Company's backlog at December 31, 1999
was  approximately  $16,500,000  as  compared  to  a  backlog  of  approximately
$11,500,000  at December 31, 1998.  The amount of backlog at any time may not be
indicative of intermediate or long-term trends in the Company's operations.

         The Company  believes that its current sources of liquidity and capital
resources  will be  sufficient  to fund its  long-term  obligations  and working
capital needs for the foreseeable future.


RECENT TRENDS

         During  fiscal 1999 and  continuing  into fiscal  2000,  the Company is
transitioning  from a  full-service  market  research  company to an  integrated
marketing services company.  Several initiatives have been announced during this
time to effectuate this transition.

         In June of 1999,  the Company  established  BlinkE(TM),  a wholly owned
subsidiary,   that  integrates  the  Company's   advanced   marketing   research
capabilities with innovative  Internet  strategies in  business-to-business  and
retail e-commerce  applications  including  proactive  strategy  development and
advanced web site implementation.

         In  July  of  1999,  the  Company  introduced  Total  e-Survey(TM),   a
web-survey  product that will combine its advanced market research  technologies
and  international  expertise with web survey  capabilities.  The online surveys
will be offered as part of its complete, integrated data collection and analysis
systems.  The Company  anticipates  using Total  e-Survey(TM) for  strategically
designed  surveys  on  topics of  current  interest  as well as  client-specific
programs.

         In January of 2000, the Company  introduced  EquiTrend  OnLine(R) , the
Company's new comprehensive study of brand equity that provides subscribers with
a unique, in-depth understanding of consumers' perceptions of brands,  perceived
quality,  competitive  positioning,   image  and  market  potential.   EquiTrend
OnLine(R) utilizes Internet  technology to provide  immediate,  in-depth studies
that uncover the critical brand quality  perceptions of over 30,000 respondents,
ages 15 and over, on over 1,200 major brands across 21 categories.


<PAGE>



         During  the first six months of fiscal  2000 the  Company  incurred  an
increasing amount of costs related to transitioning the Company to an integrated
services company.  These transitional costs are described above, and the Company
anticipates  that it will continue to incur additional  transitional  costs. The
Company has also invested in  information  technology  equipment to support this
transition.  The Company has already  spent  several  hundred  thousand  dollars
during  fiscal  2000 and is  committed  to  purchasing  approximately  a million
dollars in additional  information technology equipment in fiscal years 2000 and
2001.

IMPACT OF YEAR 2000

         The Year 2000 issue  concerns  the  ability of  computer  hardware  and
software to distinguish between the year 1900 and the year 2000. An inability to
make this distinction could result in computer application failure.

         During  calendar 1999, the Company  completed a detailed  assessment of
all its  information  technology  and  non-information  technology  hardware and
software  with regard to the Year 2000 issue,  with special  emphasis on mission
critical  systems.  Information  and  non-information  technology  hardware  and
software  were  inventoried  and  those  not Year 2000  ready  were  identified,
remediated  (i.e.,  corrected or replaced) and tested to ensure that they would,
in fact,  operate as desired  according to Year 2000  requirements.  The Company
expensed   approximately  $150,000  during  calendar  1999  in  connection  with
remediating its systems.

         As a result of its Year 2000 readiness  efforts,  the Company's mission
critical   information   technology  and   non-information   technology  systems
successfully distinguished between the year 1900 and the year 2000 on January 1,
2000, without any mission critical  application  failure.  However,  the Company
will continue to monitor its mission critical computer  applications  throughout
the year 2000 to ensure  that any latent  year 2000  matters  that may arise are
addressed promptly.

IMPACT OF INFLATION

         Inflation had no material  effect on the financial  performance  of the
Company during the second quarter of fiscal 1999.


<PAGE>

                           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 AND USE OF PROCEEDS.

    None.

ITEM 3.   DEFAULTS UPON SENIOR SECURITIES

    None.

ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

(a)  The Annual Meeting of  Stockholders  of the Company was held on December 8,
     1999, at which  meeting the  stockholders  voted to elect  directors of the
     Company,  approve amendments to the Certificate of Incorporation to provide
     for a  Classified  Board  of  Directors  and  to  increase  the  number  of
     authorized shares of Common Stock, approve the amendments to the 1995 Stock
     Incentive Plan, and to ratify the appointment of Ernst & Young,  LLP as the
     Company's independent auditors for the fiscal year ending June 30, 2000.

     The results of the matters voted on the Annual Meeting are shown below.

(b)  The nominees  for  election as  directors of the Company are listed  below,
     together  with the number of votes cast for,  against,  and  withheld  with
     respect  to each such  nominee,  as well as the  number of  non-votes  with
     respect to each such nominee:

     Nominee                For           Against      Withheld      Non-Voting
     -------                ---           -------      --------      ----------

     Albert Angrisani      10,606,974       21,374            -             -
     David Brodsky         10,607,074       21,274            -             -
     John P. Freeman       10,607,074       21,274            -             -
     George Lindemann      10,607,074       21,274            -             -
     Howard Shecter        10,607,074       21,274            -             -
     Edward Shrawder       10,607,074       21,274            -             -
     Lorin Zissman         10,606,974       21,374            -             -


(c) Other  matters  voted upon at the meeting and the results of those votes are
as follows:

<TABLE>
<CAPTION>

                                                                For         Against         Abstain           Unvoted
                                                                ---         -------         -------           -------
   <S>                                                        <C>           <C>              <C>            <C>
    Amendment to the Certificate of Incorporation
     to provide for a Classified Board of Directors           6,181,671     423,088          37,139         3,986,450

    Amendment to the Certificate of Incorporation
     to increase the number of authorized shares of
     Common Stock from 20,000,000 to 50,000,000              10,426,683     182,508          19,157                 -

    Approval of amendments to the 1995 Stock
     Incentive Plan                                           6,140,227     446,804          54,867         3,986,450

    Ratification of Ernst & Young LLP as
     the Company's Independent auditors                      10,338,251     283,647           5,850               600
</TABLE>





<PAGE>



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/  Albert Angrisani
                                            ----------------------------
                                            BY:  Albert Angrisani
                                                 Chief Executive Officer


                                            /s/  Richard G. Morrow, Jr.
                                            ----------------------------
                                            BY:  Richard G. Morrow, Jr.
                                                 Chief Accounting Officer


Dated:  February 11, 2000




<TABLE> <S> <C>

<ARTICLE>                     5
<LEGEND>
     (Replace this text with the legend)
</LEGEND>
<CIK>                         0000803058
<NAME>                        TOTAL RESEARCH CORPORATION
<MULTIPLIER>                                   1
<CURRENCY>                                     U.S. Dollars

<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                              JUN-30-2000
<PERIOD-START>                                 JUL-01-1999
<PERIOD-END>                                   DEC-31-1999
<EXCHANGE-RATE>                                1
<CASH>                                         5,901,082
<SECURITIES>                                   0
<RECEIVABLES>                                  8,297,129
<ALLOWANCES>                                   8,297,129
<INVENTORY>                                    0
<CURRENT-ASSETS>                               19,625,091
<PP&E>                                         0
<DEPRECIATION>                                 0
<TOTAL-ASSETS>                                 24,902,340
<CURRENT-LIABILITIES>                          13,805,539
<BONDS>                                        0
                          0
                                    0
<COMMON>                                       12,342
<OTHER-SE>                                     0
<TOTAL-LIABILITY-AND-EQUITY>                   24,902,340
<SALES>                                        0
<TOTAL-REVENUES>                               12,112,292
<CGS>                                          6,890,282
<TOTAL-COSTS>                                  6,890,282
<OTHER-EXPENSES>                               4,219,221
<LOSS-PROVISION>                               0
<INTEREST-EXPENSE>                             (39,757)
<INCOME-PRETAX>                                1,042,546
<INCOME-TAX>                                   396,167
<INCOME-CONTINUING>                            646,379
<DISCONTINUED>                                 0
<EXTRAORDINARY>                                0
<CHANGES>                                      0
<NET-INCOME>                                   646,379
<EPS-BASIC>                                  0.05
<EPS-DILUTED>                                  0.05


</TABLE>


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