UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR
15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 1996
OR
[X] 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 - 21460
NFO RESEARCH, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 06-1327424
-------------- ------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organizaiton) Identification No.)
TWO PICKWICK PLAZA, GREENWICH, CT 06830
(Address of principal executive offices, zip code)
(203) 629 - 8888
--------------------------------------------
(Registrant's telephone number, including area code)
---------------------------------------------------
(Former name, former address and former fiscal year, if changed since last
report)
Indicated 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
APPLICABLE ONLY TO CORPORATE ISSUERS:
At August 1, 1996, Registrant had outstanding 10,190,692 shares of Common Stock.
<PAGE>
NFO RESEARCH, INC.
INDEX
PAGE
Part I FINANCIAL INFORMATION NUMBER
FINANCIAL STATEMENTS
Condensed Consolidated Balance Sheets 3
Condensed Consolidated Statements of Income 4
Condensed Consolidated Statements of Cash Flows 5
Condensed Consolidated Statement of
Stockholders' Equity 8
Notes to Condensed Consolidated Financial Statements 9
Management's Discussion and Analysis
of Financial Condition and Results
of Operations 10
Part II OTHER INFORMATION
Item 4 - Submission of Matters to a
Vote of Security Holders 14
Item 6 - Exhibits and Reports on Form 8-K 14
Signature 15
2
<PAGE>
NFO RESEARCH, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS, EXCEPT SHARE DATA)
JUNE 30 DECEMBER 31
1996 1995
ASSETS (UNAUDITED)
CURRENT ASSETS:
CASH AND CASH EQUIVALENTS $ 2,304 $ 5,677
RECEIVABLES:
TRADE 18,772 14,155
UNBILLED 3,427 3,188
PREPAID EXPENSES AND OTHER CURRENT ASSETS 2,746 2,734
------ ------
TOTAL CURRENT ASSETS 27,249 25,754
PROPERTY AND EQUIPMENT, NET 10,234 8,756
CUSTOMER LIST, GOODWILL AND
OTHER TANGIBLE ASSETS 41,614 26,501
OTHER ASSETS 6,246 5,753
------ ------
TOTAL ASSETS $85,343 $66,764
====== ======
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
CURRENT MATURITIES OF LONG-TERM DEBT $ 642 $ 643
ACCOUNTS PAYABLE 1,666 1,543
ACCRUED EXPENSES 8,576 8,700
CUSTOMER BILLINGS IN EXCESS OF REVENUES
EARNED 7,853 7,019
------ ------
TOTAL CURRENT LIABILITIES 18,737 17,905
LONG-TERM LIABILITIES 7,192 4,838
------ ------
TOTAL LIABILITIES 25,929 22,743
------ ------
STOCKHOLDERS' EQUITY:
COMMON STOCK, PAR VALUE $.01 PER SHARE;
15,000 SHARES AUTHORIZED, 10,190 AND
9,428 (POST-SPLIT) ISSUED AND OUTSTANDING
IN 1996 AND 1995, RESPECTIVELY 102 63
ADDITIONAL PAID-IN CAPITAL 38,635 27,222
RETAINED EARNINGS 21,346 17,405
ADDITIONAL MINIMUM LIABILITY (669) (669)
------- -------
TOTAL STOCKHOLDERS' EQUITY 59,414 44,021
TOTAL LIABILITIES AND STOCKHOLDERS' ------ ------
EQUITY $ 85,343 $66,764
======== =======
The accompanying notes are an integral part of these statements.
3
<PAGE>
NFO RESEARCH, INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
(IN THOUSANDS, EXCEPT PER SHARE DATA)
THREE MONTHS SIX MONTHS
ENDED JUNE 30 ENDED JUNE 30
1996 1995 1996 1995
REVENUES $ 25,644 $17,353 $49,750 $33,571
COST OF REVENUES 11,065 7,344 21,859 14,390
SELLING, GENERAL AND
ADMINISTRATIVE EXPENSES 9,043 6,165 17,852 12,222
DEPRECIATION EXPENSE 394 308 784 607
AMORTIZATION EXPENSE 775 542 1,550 1,075
------ ------ ------- -------
OPERATING INCOME 4,367 2,994 7,705 5,277
INTEREST EXPENSE, NET 60 (4) 103 21
EQUITY INTEREST IN NET LOSS
OF JOINT VENTURES 140 0 270 0
------- ------ ------- -------
INCOME BEFORE INCOME TAXES 4,167 2,998 7,332 5,256
PROVISION FOR INCOME TAXES 1,927 1,270 3,391 2,243
------ ------- ------- -------
NET INCOME $2,240 $1,728 $3,941 $3,013
======= ======= ======= ======
EARNINGS PER WEIGHTED AVERAGE
SHARE OUTSTANDING(a):
PRIMARY $.21 $.18 $.37 $.31
FULLY DILUTED $.20 $.18 $.36 $.31
WEIGHTED AVERAGE NUMBER OF
SHARES OUTSTANDING(a):
PRIMARY 10,713 9,675 10,638 9,620
FULLY DILUTED 10,789 9,732 10,749 9,701
[FN]
(a) For comparability, the earnings per share and share data reflect the three-
for-two stock split effected on February 5, 1996.
The accompanying notes are an integral part of these statements.
4
<PAGE>
NFO RESEARCH, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED, IN THOUSANDS)
THREE MONTHS SIX MONTHS
ENDED JUNE 30 ENDED JUNE 30
1996 1995 1996 1995
CASH FLOW FROM OPERATING
ACTIVITIES:
NET INCOME $2,240 $1,728 $ 3,941 $ 3,013
ADJUSTMENTS TO RECONCILE TO NET CASH
PROVIDED BY OPERATING ACTIVITIES:
DEPRECIATION 394 308 784 607
AMORTIZATION 775 542 1,550 1,075
EQUITY INTEREST IN NET LOSS OF
JOINT VENTURES 140 ---- 270 ----
----- ----- ----- -----
SUBTOTAL 3,549 2,578 6,545 4,695
CHANGE IN ASSETS AND LIABILITIES THAT
PROVIDED (USED) CASH:
TRADE RECEIVABLES (3,948) (1,511) (420) (918)
UNBILLED RECEIVABLES 1,153 (1,034) 58 (1,209)
PREPAID EXPENSES AND OTHER
CURRENT ASSETS 348 228 80 (709)
OTHER ASSETS 191 19 177 (23)
ACCOUNTS PAYABLE, ACCRUED AND
OTHER LIABILITIES (460) (1,063) (453) (2,265)
CUSTOMER BILLINGS IN EXCESS OF REVENUES
EARNED (1,487) (626) (2,407) 468
------- ------ -------- ------
NET CASH (USED IN) PROVIDED BY
OPERATING ACTIVITIES (654) (1,409) 3,580 39
------- ------- ----- ----
CASH FLOW FROM INVESTING ACTIVITIES:
CAPITAL EXPENDITURES (1,280) (513) (1,691) (864)
PAYMENT FOR PLOG - NET OF CASH ACQUIRED 0 ----- (2,278) ----
PAYMENT FOR M/K - NET OF CASH ACQUIRED 0 ----- (3,417) ----
PAYMENT FOR PSI - NET OF CASH ACQUIRED (523) (400) (523) (400)
INVESTMENTS IN JOINT VENTURES (39) ----- (933) -----
PURCHASE OF LICENSE AGREEMENT,
OTHER INTANGIBLES (3) ----- (40) (108)
------- ------ ------- ------
NET CASH USED IN INVESTING ACTIVITIES (1,845) (913) (8,882) (1,372)
------- ------- ------- -------
The accompanying notes are an integral part of these statements.
5
<PAGE>
NFO RESEARCH, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED, IN THOUSANDS)
(Continued)
THREE MONTHS SIX MONTHS
ENDED JUNE 30 ENDED JUNE 30
1996 1995 1996 1995
CASH FLOW FROM FINANCING ACTIVITIES:
NET PROCEEDS FROM ISSUANCE OF STOCK 346 288 572 413
PAYMENTS ON LONG-TERM DEBT (451) (171) (3,643) (341)
COSTS ASSOCIATED WITH NEW CREDIT FACILITY --- (4) ---- (101)
BORROWINGS ON LINE OF CREDIT --- ----- 5,000 ----
------ ------- ------- ------
NET CASH (USED IN) PROVIDED BY
FINANCING ACTIVITIES (105) 113 1,929 (29)
------ ------- ------- ------
CHANGE IN CASH (2,604) (2209) (3,373) (1,362)
CASH AND CASH EQUIVALENTS,
BEGINNING OF PERIOD 4,908 7,135 5,677 6,288
CASH AND CASH EQUIVALENTS,
END OF PERIOD $ 2,304 $ 4,926 $ 2,304 $ 4,926
======= ======== ======= =======
The accompanying notes are an integral part of these statements.
6
<PAGE>
NFO RESEARCH, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED, IN THOUSANDS)
THREE MONTHS SIX MONTHS
ENDED JUNE 30 ENDED JUNE 30
1996 1995 1996 1995
SUPPLEMENTAL DISCLOSURE OF CASH
FLOW INFORMATION:
CASH PAID DURING THE PERIOD FOR:
INTEREST $ 64 $ 61 $ 160 $ 117
INCOME TAXES $2,684 $2,375 $3,071 $2,926
SUPPLEMENTAL DISCLOSURE OF NON-CASH
INVESTING AND FINANCING ACTIVITIES:
The Company purchased Migliara/Kaplan Associates, Inc. and Chesapeake
Surveys, Inc. for $3.6 million in cash and $7.9 million in shares of the
Company's Common Stock (see Note 2), effective January 3, 1996. The Company
also purchased Plog Research, Inc. for $5.0 million, one half in cash
and one half in shares of the Company's Common Stock (see Note 2),
effective January 3, 1996. In connection with these purchases, the following
liabilities were assumed.
Fair value of assets acquired $ 22,148
Less: cash paid (6,056)
Less: 677,298 (post-stock split) Company shares issued (10,356)
--------
Liabilities assumed $ 5,736
========
The accompanying notes are an integral part of these statements.
7
<PAGE>
NFO RESEARCH, INC.
CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
(UNAUDITED, IN THOUSANDS)
ADDITIONAL ADDITIONAL
COMMON PAID-IN RETAINED MINIMUM
SHARES STOCK CAPITAL EARNINGS LIABILITY
BALANCE AT
JANUARY 1, 1996 6,285 $63 $27,222 $17,405 $(669)
COMMON STOCK ISSUED IN
CONJUNCTION WITH
ACQUISITIONS 473 5 10,875
COMMON STOCK ISSUED IN
CONJUNCTION WITH THE
3 FOR 2 STOCK SPLIT 3,375 34 (34)
OTHER STOCK ISSUANCES 57 0 572
NET INCOME 3,941
BALANCE AT
JUNE 30, 1996 10,190 $102 $38,635 $ 21,346 $(669)
====== ==== ======= ======== ======
The accompanying notes are an integral part of this statement.
8
<PAGE>
NFO RESEARCH, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
Note 1. Financial Statements:
These condensed consolidated financial statements include the accounts of the
Company and its subsidiaries, all of which are wholly owned. All significant
intercompany amounts have been eliminated. In the opinion of the Company, the
accompanying unaudited condensed consolidated financial statements reflect all
adjustments (consisting only of normal recurring adjustments) necessary to
present fairly the financial position of the Company as of June 30, 1996 and the
results of its operations for the three and six month periods ended June 30,
1996 and June 30, 1995, respectively.
These financial statements are presented in accordance with the requirements
of Form 10-Q. Accordingly, the financial statements and related notes in the
Company's Audited Financial Statements for the fiscal year ended December 31,
1995, included in the Company's Form 10-K filed with the SEC on March 28,
1996, should be read in conjunction with the accompanying condensed
consolidated financial statements. The information included herein may not be
indicative of the results to be expected for a full year.
Certain reclassifications have been made to the 1995 condensed consolidated
financial statements to conform with the 1996 presentation.
Note 2. Acquisitions:
On January 3, 1996, the Company acquired Migliara/Kaplan Associates, Inc.
("M/K") and substantially all the net assets of Chesapeake Surveys, Inc.
("CSI") for approximately $15.2 million. M/K is a full-service healthcare
marketing information company with offices in Baltimore, Maryland and
Princeton, New Jersey. CSI, a sister company of M/K, provides data collection
and survey services such as focus groups and random telephone interviews. Of
the total purchase price, approximately $11.45 million was paid at closing,
approximately 31 percent in cash and 69 percent in newly issued shares of NFO
Common Stock. The remaining $3.75 million is payable over the next three
years subject to adjustment based on the combined actual earnings of M/K and
CSI during that period and will be accounted for as an adjustment to goodwill.
On January 3, 1996, the Company acquired Plog Research, Inc. ("Plog"). Plog
supplies syndicated market research products as well as marketing and
forecasting services to the travel and tourism industries. Of the total
purchase price, approximately $5.0 million was paid at closing, 50 percent in
cash, and 50 percent in newly issued shares of NFO Common Stock. The
remaining purchase price of approximately $1.7 million is payable over the
next three years, 50 percent in cash and 50 percent in NFO stock, subject to
adjustment based on Plog's actual earnings during the period and will be
accounted for as an adjustment to goodwill.
Both acquisitions have been accounted for as purchases and the accompanying
financial statements include the results of operations from the effective date
of the acquisitions. The purchase price allocations are based on preliminary
estimates of fair market value and are subject to revision.
9
<PAGE>
The following unaudited proforma summary presents the consolidated results of
operations as if the acquisitions had occurred on January 1, 1995 and do not
purport to be indicative of what would have occurred had the acquisitions been
made at that date or of the results which may occur in the future.
FOR THE THREE MONTHS FOR THE SIX MONTHS
ENDED JUNE 30 ENDED JUNE 30
1996 1995 1996 1995
REVENUES $25,644 $ 21,987 $49,750 $42,126
NET INCOME 2,240 2,065 3,941 3,534
PRIMARY EARNINGS PER SHARE $.21 $.20 $.37 $.34
The Company's results of operations for 1996 include net operating losses
associated with NFO's European joint venture activities now operating in
France, Germany and the U.K. These losses amounted to $140,000, or $.01 per
share, and $270,000, or $.03 per share, for the three and six month periods
ended June 30, 1996, respectively.
Note 3. Stock Split:
On January 5, 1996 the Company's Board of Directors authorized a three for two
stock split of the Company's Common Stock that was effected on February 5,
1996, for holders of record as of January 22, 1996. The accompanying
financial statements give effect to the stock split.
10
<PAGE>
NFO RESEARCH, INC.
MANAGEMENT'S DISCUSSION AND
ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
The following information should be read in conjunction with the unaudited
condensed consolidated financial statements and the notes thereto included
in this Quarterly Report.
RESULTS OF OPERATIONS
The following table sets forth, for the periods indicated, certain operating
statement data for the Company, expressed as a percentage of revenues, and the
percentage change in such items compared to amounts for the prior year.
<TABLE>
<CAPTION>
THREE MONTHS ENDED JUNE 30 SIX MONTHS ENDED JUNE 30
------------------------------ --------------------------
PERCENTAGE OF PERCENTAGE PERCENTAGE OF PERCENTAGE
REVENUES CHANGE FROM REVENUES CHANGE FROM
1996 1995 PRIOR YEAR 1996 1995 PRIOR YEAR
---- ---- ---------- ---- ---- -----------
<S> <C> <C> <C> <C> <C> <C>
REVENUES 100.0% 100.0% 47.8% 100.0% 100.0% 48.2%
COST OF REVENUES 43.2 42.3 50.7 43.9 42.9 51.9
SELLING, GENERAL AND
ADMINISTRATIVE EXPENSES 35.3 35.5 46.7 35.9 36.4 46.1
DEPRECIATION EXPENSE 1.5 1.8 27.9 1.6 1.8 29.2
AMORTIZATION EXPENSE 3.0 3.1 43.0 3.1 3.2 44.2
OPERATING INCOME 17.0 17.3 45.9 15.5 15.7 46.0
INTEREST EXPENSE, NET 0.2 0.0 (1600.0) 0.2 0.0 390.5
EQUITY INTEREST IN NET LOSS
OF JOINT VENTURES 0.6 0.0 ----- 0.6 0.0 -----
INCOME BEFORE INCOME TAXES 16.2 17.3 39.0 14.7 15.7 39.5
PROVISION FOR INCOME TAXES 7.5 7.3 51.7 6.8 6.7 51.2
NET INCOME 8.7% 10.0% 29.6% 7.9% 9.0% 30.8%
===== ====== ===== ======== ====== =====
</TABLE>
11
<PAGE>
NFO RESEARCH, INC.
MANAGEMENT'S DISCUSSION AND
ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
OPERATIONS
The Company's revenues for the three months ended June 30, 1996 increased 48%
to $25.6 million from $17.4 million for the same period last year. For the
six month period ended June 30, 1996 revenues increased 48% to $49.8 million
from $33.6 million. The acquisitions of Migliara/Kaplan Associates,
Chesapeake Surveys and Plog Research, which occurred on January 3, 1996,
contributed $6.2 million to the $8.3 million increase in revenues for the
quarter, and $11.2 million to the $16.2 million increase for the six month
period just ended. Revenues, not including those of the acquired companies,
increased 12% for the quarter, led by strong showings in NFO's core packaged
goods and financial services business units.
Cost of revenues increased 51% in the second quarter to $11.1 million from
$7.3 million a year ago. This increase is primarily due to the first time
inclusion of M/K, CSI and Plog ($2.6 million), overall increased business
volume and a slight shift in product mix. For the six months ended June 30,
1996 cost of revenues increased 52% to $21.9 million from $14.4 million last
year primarily due to the 1996 acquisitions ($4.8 million), overall increased
business volume and a slight shift in product mix.
Selling, general and administrative expenses increased 47% in the second
quarter to $9.0 million from $6.2 million in the same period last year. The
principal contributing factors were the inclusion of the new acquisitions
($2.1 million), acceleration of selected panel recruiting from the second half
of this year into the second quarter, expenses related to the development of
on-line interactive research activities, an increase in expenses associated
with Payment Systems, Inc.'s London operations which began in the second
quarter of 1995, and inflationary increases. For the six month period ended
June 30, 1996 selling, general and administrative expenses increased 46% to
$17.9 million from $12.2 million last year. The primary reasons for the
increase were the inclusion of the new acquisitions ($3.8 million), increased
staffing caused by increased business activity in both the U.S. and Europe,
development of on-line interactive research activities, the acceleration of
selected panel recruiting into the first half of 1996 and inflationary
increases.
As a result of the items above operating income for the quarter ended June 30,
1996 increased 46% to $4.4 million from $3.0 million, and for the first six
months of 1996 increased 46% to $7.7 million from $5.3 million, compared to
the same periods a year ago.
Included this year for the first time are net operating losses associated with
NFO's European joint venture activities now operating in France, Germany and
the U.K., of $.1 million and $.3 million for the three and six month periods
ended June 30, 1996, respectively.
The Company's effective tax rate for the three and six month periods ended
June 30, 1996 was 46.2%. For the three and six month periods ended June 30,
1995 the effective tax rates were 42.4% and 42.7%, respectively. These
increases were primarily the result of increased non-deductible amortization
of intangible assets associated with the Company's acquisitions, as well as
the non deductible losses incurred in connection with the Company's European
joint venture activities.
12
<PAGE>
Net income for the second quarter of 1996 increased 30% to $2.2 million from
$1.7 million in the same period last year. Primary earnings per share for the
quarter increased 17% to $.21 from $.18 last year. Net income for the six
months ended June 30, 1996 increased 31% to $3.9 million from $3.0 million a
year ago. Primary earnings per share for the six month period increased 19%
to $.37 from $.31 in the similar period last year. The increases in primary
earnings per share for the quarter and six month period were primarily due to
higher net income and occurred in spite of a greater number of outstanding
shares caused primarily by the issuance of additional shares in connection
with the recent acquisitions.
LIQUIDITY AND CAPITAL RESOURCES
Working capital as of June 30, 1996 was $8.5 million compared to $7.8 million
at December 31, 1995. The slight increase in working capital was primarily
the net effect of the results of operations for the first six months of 1996,
the cash portion of the purchase price relating to the Company's acquisitions
net of borrowings ($4.9 million), capital expenditures and investments in
European joint venture activities.
As of June 30, 1996 the Company had $2.0 million outstanding on its $50.0
million credit facility with three major U.S. banks.
Capital expenditures for the quarter ended June 30, 1996 were $1.3 million
compared to $.5 million for the same period last year. For the six months
ended June 30, 1996 capital expenditures were $1.7 million compared to $.9
million a year ago. It is anticpiated that capital expenditures for 1996 will
not exceed $4.0 million.
The Company anticipates that existing cash, together with internally generated
funds and its credit availabilities will provide the Company with the
resources that are needed to satisfy potential acquisitions and the Company's
growing working capital requirements. The timing and magnitude of future
acquisitions will be the single most important factor in determining the
Company's long term capital needs.
13
<PAGE>
FORWARD LOOKING STATEMENTS
Statements in this Form 10-Q relating to matters that are not historical facts
are forward-looking statements. Such forward-looking statements are based on
the Company's current forecasts and actual results may differ materially. To
understand the risks which may affect the Company's future performance, please
refer to Part 1 of NFO's 1995 Annual Report on Form 10-K.
PART II OTHER INFORMATION
ITEM 4 Submission of Matters to a Vote of Security Holders.
The Company's Annual Meeting of Stockholders was held May 9, 1996.
Three matters were submitted to a vote of the Company's stockholders
at the Annual Meeting. First, the Company's directors, William E.
Lipner, Steven J. Gilbert, Walter A. Forbes, Edmund A. Hajim and
John Sculley were each reelected to a one year term. Mr. Lipner was
reelected by a vote of 6,995,752 shares for reelection and 4,650 shares
against, Mr. Gilbert was reelected by a vote of 6,995,602 shares for
reelection and 4,800 against, Messrs. Forbes and Hajim were reelected
by a vote of 6,996,202 shares for reelection and 4,200 against, and Mr.
Sculley was reelected by a vote of 6,973,452 shares for reelection and
26,950 against.
Second, the stockholders ratified the appointment of Arthur Andersen
LLP as independent auditors of the Company for calendar year 1996
by a vote of 6,993,315 and 1,375 against, with 5,712 abstentions and 0
broker non-votes.
Third, the stockholders, by a vote of 5,673,360 for and 1,034,018
against, with 25,924 abstentions and 267,100 broker non-votes, approved
a proposal to amend the NFO Research, Inc. Stock Option Plan to
increase the number of shares of Common Stock reserved for issuance
thereunder to 1,875,000.
ITEM 6 Exhibits and Reports on Form 8-K.
(a) Exhibits
11. Computations of Net Income per Common Share
27. Financial Data Schedule
(b) Reports on Form 8-K
The Company did not file any reports on Form 8-K during
the quarter for which this report is filed.
14
<PAGE>
NFO RESEARCH, INC.
SIGNATURE
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.
NFO RESEARCH, INC.
(Registrant)
Dated: August 12, 1996 /s/ Patrick G. Healy
---------------------------
Patrick G. Healy,
Executive Vice President
and Chief Financial Officer
(Authorized Officer of
Registrant and
Principal Financial Officer)
15
<PAGE>
NFO RESEARCH, INC.
INDEX TO EXHIBITS
SEQUENTIAL
PAGE
EXHIBITS NUMBER
11. Computations of Net Income Per Common Share
27. Financial Data Schedule
NFO RESEARCH, INC.
EXHIBIT 11
COMPUTATIONS OF NET INCOME PER COMMON SHARE
(UNAUDITED, IN THOUSANDS, EXCEPT PER SHARE DATA)
THREE MONTHS SIX MONTHS
ENDED JUNE 30 ENDED JUNE 30
1996 1995 1996 1995
PRIMARY:
- --------------
NET INCOME $2,240 $ 1,728 $ 3,941 $ 3,013
====== ======= ===============
WEIGHTED AVERAGE SHARES OUTSTANDING 10,167 9,381 10,133 9,351
DILUTIVE STOCK OPTIONS 513 261 472 236
OTHER COMMON SHARES EQUIVALENTS 33 33 33 33
10,713 9,675 10,638 9,620
======= ====== ======= ======
PRIMARY EARNINGS PER SHARE .21 $.18 $ .37 $ .31
================= ======= ======
FULLY DILUTED:
- --------------
NET INCOME $ 2,197 $1,718 $ 3,854 $2,993
======= ===== ======= ======
WEIGHTED AVERAGE SHARES OUTSTANDING 10,167 9,381 10,133 9,351
DILUTIVE STOCK OPTIONS 537 293 531 292
OTHER COMMON SHARES EQUIVALENTS 33 33 33 33
CONTINGENT SHARES 52 25 52 25
10,789 9,732 10,749 9,701
======= ====== ======= ======
FULLY DILUTED EARNINGS PER SHARE $.20 $.18 $.36 $.31
======= ======= ======= ======
THE EARNINGS PER SHARE AND SHARE DATA REFLECT THE THREE-FOR-TWO STOCK SPLIT
EFFECTED ON FEBRUARY 5, 1996.
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the
financial statements contained in NFO Research, Inc.'s report on Form 10-Q for
the quarter ended June 30, 1996, and is qualified in its entirety by reference
to such financial statements.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> JUN-30-1996
<CASH> 2,304
<SECURITIES> 0
<RECEIVABLES> 22,337
<ALLOWANCES> 138
<INVENTORY> 0
<CURRENT-ASSETS> 27,249
<PP&E> 15,388
<DEPRECIATION> 5,154
<TOTAL-ASSETS> 85,343
<CURRENT-LIABILITIES> 18,737
<BONDS> 3,421
<COMMON> 102
0
0
<OTHER-SE> 59,312
<TOTAL-LIABILITY-AND-EQUITY> 85,343
<SALES> 49,750
<TOTAL-REVENUES> 49,750
<CGS> 21,859
<TOTAL-COSTS> 42,045
<OTHER-EXPENSES> 373
<LOSS-PROVISION> 1
<INTEREST-EXPENSE> 231
<INCOME-PRETAX> 7,332
<INCOME-TAX> 3,391
<INCOME-CONTINUING> 3,941
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 3,941
<EPS-PRIMARY> .37
<EPS-DILUTED> .36
</TABLE>
