United States
Securities and Exchange Commission
Washington, D.C. 20549
FORM 10-Q
[ x ] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 For the Period Ended September 30, 1996
Commission file number 0-22554
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OPINION RESEARCH CORPORATION
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(Exact name of registrant as specified in its charter)
Delaware 22-3118960
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(State of incorporation) (I.R.S. Employer Identification No.)
23 Orchard Road
Skillman, NJ 08558
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(Address of principal (Zip Code)
executive offices)
908-281-5100
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(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 for such shorter periods that
the registrant was required to file such reports): Yes X No
and; (2) has been subject to such filing requirements ----- -----
for the past 90 days: Yes X No
----- -----
Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practical date.
Common Stock, $0.01 Par Value - 4,151,072 shares as of September 30, 1996
<PAGE>
INDEX
Opinion Research Corporation and Subsidiaries
Part I. Financial Information
Item 1. Financial Statements (Unaudited)
Consolidated balance sheets - September 30, 1996 and
December 31, 1995
Condensed consolidated statements of income - Three months and
nine months ended September 30, 1996 and 1995
Condensed consolidated statements of cash flows - Nine months
ended September 30, 1996 and 1995
Notes to condensed consolidated financial statements -
September 30, 1996
Item 2. Management's Discussion and Analysis of Financial Condition and
results of Operations
Part II. Other Information
Item 1. Legal Proceedings
Item 2. Changes in Securities
Item 3. Defaults upon Senior Securities
Item 4. Submission of Matters to a Vote of Security Holders
Item 5. Other Information
Item 6. Exhibits and Reports on Form 8-K
Signature
<PAGE>
<TABLE>
OPINION RESEARCH CORPORATION AND SUBSIDIARIES
Consolidated Balance Sheets
(in thousands, except share amounts)
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<CAPTION>
September 30, December 31,
1996 1995
(unaudited)
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Assets
<S> <C> <C>
Current Assets:
Cash and cash equivalents $0 $340
Accounts receivable:
Billed 6,615 7,878
Unbilled services 6,217 3,696
12,832 11,574
Less: allowance for doubtful accounts 186 129
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12,646 11,445
Prepaid and other current assets 2,270 1,495
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Total current assets 14,916 13,280
Property and equipment, net 5,292 4,885
Capitalized production costs, net 183 300
Intangibles, net 997 1,343
Goodwill, net 9,045 8,194
Other assets 650 535
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Total assets $31,083 $28,537
======= =======
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
September 30, December 31,
1996 1995
(unaudited)
------------- ------------
Liabilities and Stockholders' Equity
<S> <C> <C>
Current Liabilities:
Accounts payable $1,437 $1,392
Accrued expenses 2,534 1,828
Deferred revenues 2,100 1,078
Notes payable and line-of-credit facilities 3,100 2,776
Current maturities of obligations under
capital leases 219 250
Other current liabilities 2 126
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Total current liabilities 9,392 7,450
Long term debt 3,375 3,857
Deferred interest payable 1,099 804
Long term maturities of obligations under
capital leases 345 489
Deferred income taxes 385 355
Other liabilities 854 837
Stockholders' Equity:
Preferred Stock, $.01 par value, 1,000,000
shares authorized, none issued or
outstanding
Common stock, $.01 par value, 10,000,000
shares authorized, 4,231,747 shares
issued and 4,151,072 outstanding in 1996 42 42
and 4,231,747 issued and 4,197,122
outstanding in 1995
Additional paid-in capital 14,010 14,067
Retained earnings 1,897 718
Foreign currency translation adjustment 145 125
Treasury stock, at cost, 45,675 shares in
1996 and 34,625 in 1995 (461) (207)
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Total stockholders' equity 15,633 14,745
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Total liabilities and stockholders' equity $31,083 $28,537
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See notes to financial statements
</TABLE>
<PAGE>
<TABLE>
OPINION RESEARCH CORPORATION AND SUBSIDIARIES
Condensed Consolidated Statements of Income
(in thousands, except share and per share amounts)
(Unaudited)
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<CAPTION>
Three Months Ended Nine Months Ended
September 30, September 30,
1996 1995 1996 1995
------- ------- ------- -------
<S> <C> <C> <C> <C>
Revenues $10,963 $10,460 $34,224 $32,491
Cost of revenues 6,840 5,927 20,639 19,653
------- ------- ------- -------
Gross Profit 4,123 4,533 13,585 12,838
Selling, general and
administrative expenses 3,156 3,099 9,181 9,258
Depreciation and amortization 566 531 1,651 2,134
Unusual items 3,489
------ ------- ------- -------
Operating Income (Loss) 401 903 2,753 (2,043)
Interest expense, net 195 191 538 574
------- ------- ------- -------
Income (loss) before
provision (benefit) for
income taxes 206 712 2,215 (2,617)
Provision (benefit) for
income taxes 132 142 1,036 (523)
------ ------- ------- -------
Net Income (Loss) $74 $570 $1,179 ($2,094)
======= ======= ======= =======
Net income (loss) per
common share:
Primary $0.02 $0.13 $0.28 ($0.49)
======= ======= ======= =======
Fully diluted $0.02 $0.13 $0.27
======= ======= ====== =======
Weighted average common
shares outstanding:
Primary 4,180,687 4,251,576 4,220,359 4,245,132
Fully diluted 4,870,239 4,918,347 4,904,321
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See notes to financial statements
</TABLE>
<PAGE>
<TABLE>
OPINION RESEARCH CORPORATION AND SUBSIDIARIES
Condensed Consolidated Statements of Cash Flows
(in thousands)
(Unaudited)
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<CAPTION>
Nine Months Ended
September 30,
1996 1995
---------- -----------
<S> <C> <C>
Cash provided by (used in) operating
activities: $2,684 ($989)
Cash flows from investing activities:
Payments for acquisitions (752) (891)
Proceeds from the sale of fixed assets 12
Capital expenditures (1,228) (1,027)
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Net cash (used in) investing activities (1,968) (1,918)
Cash flows from financing activities:
Issuance of note payable 1,410
Repayment of note payable (1,192) (103)
Borrowings under line-of-credit facilities 11,379 7,035
Repayment under line-of-credit facilities (10,496) (6,211)
Proceeds from equipment financing 777
Capital stock repurchased (551)
Repayments under capitalized lease
obligations (196) (223)
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Net cash (used in) provided by financing
activities (1,056) 2,685
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(Decrease) in cash and cash equivalents (340) (222)
Cash and cash equivalents at beginning
of period 340 1,227
------ -------
Cash and cash equivalents at end of period $0 $1,005
======= =======
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See notes to financial statements
</TABLE>
<PAGE>
OPINION RESEARCH CORPORATION AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
September 30, 1996
(Unaudited)
NOTE A - BASIS OF PRESENTATION
The accompanying unaudited condensed consolidated 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 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- and nine-month periods ended September
30, 1996 are not necessarily indicative of the results that may be
expected for the year ended December 31, 1996. For further information,
refer to the consolidated financial statements and footnotes thereto
included in the Registrant Company and Subsidiaries' Annual Report on Form
10-K for the year ended December 31, 1995.
NOTE B - EARNINGS PER SHARE
Primary earnings per share is determined by dividing net income by the
weighted average common shares and stock options and warrants outstanding.
Fully diluted earnings per share also take into account the conversion of
convertible debentures outstanding adjusted for related interest expense.
Common stock equivalents and shares attributable to the conversion of
convertible debentures are not included in the earnings per share
calculation for the nine months ended September 30, 1995 as their effect
is anti-dilutive.
NOTE C - ACQUISITION OF STRATEGIC RESEARCH AND CONSULTING, INC.
Based on 1995 operating performance, an additional $666,621 was paid to
the principals of Strategic Research and Consulting, Inc. during the
second quarter of 1996. This payment consisted of a cash payment of
$425,690 and the issuance of stock valued at $240,931. This payment has
been recorded as goodwill and will be amortized over the 23 years
remaining on the original goodwill.
NOTE D - CREDIT FACILITY
The Company has a credit facility with a U.S. Bank totaling $10,000,000.
The facility allows for $4,000,000 of acquisition financing, $1,000,000
for equipment financing, and $5,000,000 for working capital. All
borrowings are subject to the credit facility which has been extended
through June 30, 1997.
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
Results of Operations - Third Quarter 1996 as Compared to Third Quarter
1995
Revenues for the third quarter of 1996 increased $503,000, or 5%, from
$10,460,000 in the third quarter of 1995 to $10,963,000 in the third
quarter of 1996. This increase in third quarter revenues can be attributed
to an improvement in general business conditions. Both domestic and
international operations had an increase in revenues.
Gross profit for the three months ended September 30, 1996 decreased by
$410,000 from $4,533,000 to $4,123,000 or 9%. As a percent of revenues,
gross profit decreased from 43% in 1995 to 38% in 1996. This decrease is
due to an increase in direct costs associated with increased staffing
levels. The increased staffing levels are in anticipation of a major
contract which has yet to be awarded. Future revenue growth is expected
to increase the Company's gross profit as a percent of revenue, as well as
in absolute terms.
Selling, general and administrative expenses increased from $3,099,000 to
$3,156,000 for the three months ended September 30, 1996, relative to the
same period in 1995. As a percent of revenues, SG&A has decreased from
30% for the three months ended September 30, 1995 to 29% for the
comparable period in 1996. SG&A is expected to remain fairly constant in
the immediate future. As a percent of revenues, SG&A should decrease as
revenues increase.
Results of Operations - Nine Months Year-to-Date 1996 as Compared to Nine
Months Year-to-Date 1995
Revenues for the first nine months of 1996 increased $1,733,000, or 5%, as
compared to the first nine months of 1995. This nine-month increase in
revenues can be attributed to an improvement in general business
conditions and management's redeployment of the work force to higher
growth businesses in the second quarter of 1995. This nine-month increase
reflects both domestic and international growth.
Gross profit for the nine months ended September 30, 1996 increased by
$747,000 from $12,838,000 to $13,585,000 or 6%. As a percent of revenues,
gross profit has remained constant from 1995 to 1996 at 40%. Increased
gross profit associated with repetitive revenue streams as well as
management's decision in the second quarter of 1995 to abandon lower
margin work has been offset by increased staffing levels, as previously
described. Gross profit as a percent of revenue is expected to increase
as revenues increase to absorb the additional headcount.
<PAGE>
Selling, general and administrative expenses decreased from $9,258,000 to
$9,181,000 for the nine months ended September 30, 1996, relative to the
same period in 1995. As a percent of revenues, SG&A has decreased from
28% for the nine months ended September 30, 1995 to 27% for the comparable
period in 1996. SG&A is expected to remain fairly constant in the
immediate future.
Depreciation and amortization expense decreased from $2,134,000 to
$1,651,000 for the nine months ended September 30, 1996, relative to the
same period in 1995. This decrease in expense is attributable to the
write-downs of the following: capitalized production costs, obsolete fixed
assets, and intangible assets associated with the unusual charge taken in
the second quarter of 1995.
For the nine months ended September 30, 1995, the Company took a one-time
pre-tax charge of $3,489,000 ($2,093,000 after-tax charge) for items
associated with the restructuring and consolidation of operations. This
amount included non-cash charges of $2,596,000 for the write-downs of the
following: capitalized production costs of $1,958,000, obsolete fixed
assets of $178,000, and other intangibles of $460,000. Also included in
the charge is a provision for the abandonment of leases of $414,000,
severance of $380,000, and other miscellaneous charges of $99,000. No
such unusual charge was recorded for 1996.
LIQUIDITY AND CAPITAL RESOURCES
Cash flows provided by operating activities for the first nine months of
1996 were $2,684,000.
Based on 1995 operating performance, an additional $666,621 was paid to
the principals of Strategic Research and Consulting, Inc., during the
second quarter of 1996. This payment consisted of a cash payment of
$425,690 and the issuance of stock valued at $240,931. This payment has
been recorded as goodwill and will be amortized over the 23 years
remaining on the original goodwill.
Significant financing and investing activities for the first nine months
of 1996 included capital expenditures of $1,228,000 and net borrowings of
$883,000 under the Company's credit facility. The Company reduced its
notes payable by $1,192,000 and repurchased $551,000 of the Company's
common shares.
The Company has a credit facility with a U.S. Bank totaling $10,000,000.
The facility allows for $4,000,000 of acquisition financing, $1,000,000
for equipment financing, and $5,000,000 for working capital. Current
borrowings under the working capital facility are $2,682,000. All
borrowings are subject to the credit facility which has been extended
through June 30, 1997. 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.
<PAGE>
PART II: OTHER INFORMATION
Item 1. Legal Proceedings
None.
Item 2. Changes in Securities
None.
Item 3. Defaults upon Senior Securities
None.
Item 4. Submission of Matters to a Vote of Security Holders
None.
Item 5. Other Information
None.
Item 6. Exhibits and Reports on Form 8-K
a) (11) Statement regarding computation of per share earnings
(27) Financial data schedule (EDGAR version only)
b) Reports on Form 8-K
One report filed September 27, 1996 describing a Shareholder
Rights Plan adopted September 13, 1996. Attendant to the
filing was a copy of the Rights Agreement dated as of
September 13, 1996 which included:
The Form of Certificate of Designation, preferences and
rights of Series A Junior Participating Preferred Stock of
Opinion Research Corporation.
The Form of Rights Certificate.
The Summary of Rights to Purchase Series A Junior
Participation Preferred Stock.
<PAGE>
<TABLE>
OPINION RESEARCH CORPORATION AND SUBSIDIARIES
Exhibit (11)-Statement Re: Computation of Earnings per Share
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<CAPTION>
Three Months Ended Nine Months Ended
September 30, September 30,
1996 1995 1996 1995
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(000's omitted, except per share data)
<S> <C> <C> <C> <C>
Primary:
Average shares outstanding 4,181 4,232 4,166 4,232
Net effect of dilutive stock
options based on the treasury
stock method 35 20 54 13
------ ------ ------ ------
Totals 4,216 4,252 4,220 4,245
====== ====== ====== ======
Net income (loss) $74 $570 $1,179 ($2,094)
Per share amount $0.02 $0.13 $0.28 ($0.49)
====== ====== ====== ======
Fully diluted: (1)
Average shares outstanding 4,181 4,232 4,166
Net effect of dilutive stock
options based on the treasury
stock method 35 32 84
Assumed conversion of
convertible debentures 654 654 654
------ ------ ------
Totals 4,870 4,918 4,904
====== ====== ======
Net income $74 $570 $1,179
Add debenture interest, net of
tax effect 54 55 162
------ ------ ------
Totals $128 $625 $1,341
====== ====== ======
Per share amount (2) $0.02 $0.13 $0.27
====== ====== ======
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<FN>
<F1>
Common stock equivalents and shares attributable to the conversion of
convertible debentures are not included in 1995 as their effect
is anti-dilutive.
<F2>
Shown as $.02 as the effect of the interest attributable to the conversion
of convertible debentures is anti-dilutive for the three months ending
September 30, 1996.
</FN>
See notes to financial statements
</TABLE>
<PAGE>
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.
Opinion Research Corporation
----------------------------------
(Registrant)
Date November 12, 1996 John F. Short
------------------- ----------------------------------
John F. Short, Vice Chairman & CFO
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the
Company's consolidated balance sheet as of September 30, 1996 and the related
condensed consolidated statements of income and cash flows for the nine months
ended September 30, 1996 and is qualified in its entirety by reference to such
financial statements. Dollars are in thousands except per share amounts.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> SEP-30-1996
<CASH> 0
<SECURITIES> 0
<RECEIVABLES> 12,832
<ALLOWANCES> 186
<INVENTORY> 0
<CURRENT-ASSETS> 14,916
<PP&E> 5,292
<DEPRECIATION> 0
<TOTAL-ASSETS> 31,083
<CURRENT-LIABILITIES> 9,392
<BONDS> 4,819
0
0
<COMMON> 42
<OTHER-SE> 15,591
<TOTAL-LIABILITY-AND-EQUITY> 31,083
<SALES> 0
<TOTAL-REVENUES> 34,224
<CGS> 20,639
<TOTAL-COSTS> 20,639
<OTHER-EXPENSES> 10,832
<LOSS-PROVISION> 15
<INTEREST-EXPENSE> 538
<INCOME-PRETAX> 2,215
<INCOME-TAX> 1,036
<INCOME-CONTINUING> 1,179
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,179
<EPS-PRIMARY> .28
<EPS-DILUTED> .27
