<PAGE>
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, 1997
Commission file number 0-22554
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 principle executive offices) (Zip Code)
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
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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 - 4,143,889 shares as of September 30, 1997
<PAGE>
INDEX
Opinion Research Corporation and Subsidiaries
Part I. Financial Information
Item 1. Financial Statements (Unaudited)
Condensed consolidated balance sheets - September 30, 1997
and December 31, 1996
Condensed consolidated statements of income - Nine months ended
September 30, 1997 and 1996
Condensed consolidated statements of cash flows - Nine months ended
September 30, 1997 and 1996
Notes to condensed consolidated financial statements -
September 30, 1997
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>
OPINION RESEARCH CORPORATION AND SUBSIDIARIES
Consolidated Balance Sheets
(in thousands, except share amounts)
(Unaudited)
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<TABLE>
<CAPTION>
September 30, December 31,
1997 1996
---- ----
<S> <C> <C>
Assets
Current Assets:
Cash and cash equivalents $0 $865
Accounts receivable:
Billed 7,816 7,480
Unbilled services 4,427 2,867
----- -----
12,243 10,347
Less: allowance for doubtful accounts 160 162
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12,083 10,185
Prepaid and other current assets 2,129 2,655
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Total current assets 14,212 13,705
Property and equipment, net 5,245 5,511
Capitalized production costs, net 174 516
Intangibles, net 1,385 1,427
Goodwill, net 11,232 10,971
Other assets 990 642
--- ---
Total assets $33,238 $32,772
======= =======
Liabilities and Stockholders' Equity
Current Liabilities:
Accounts payable $2,337 $1,979
Accrued expenses 871 1,305
Deferred revenues 3,916 2,782
Revolving credit line 2,375 380
Notes payable 1,200 6,047
Current maturities of obligations under capital leases 205 220
Deferred interest payable 0 1,203
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Total current liabilities 10,904 13,916
Long term debt 4,400 993
Long term maturities of obligations under capital leases 124 276
Deferred income taxes 1,076 1,103
Other liabilities 905 839
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 4,143,889 outstanding in 1997 and 1996 42 42
Additional paid-in capital 14,011 14,011
Retained earnings 2,278 1,526
Foreign currency translation adjustment (12) 556
Treasury stock, at cost, 87,858 shares in 1997 and 1996 (490) (490)
---- ----
Total stockholders' equity 15,829 15,645
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Total liabilities and stockholders' equity $33,238 $32,772
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</TABLE>
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See notes to financial statements
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OPINION RESEARCH CORPORATION AND SUBSIDIARIES
Condensed Consolidated Statements of Income
(in thousands, except share and per share amounts)
(Unaudited)
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<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
September 30 September 30
1997 1996 1997 1996
---- ---- ---- ----
<S> <C> <C> <C> <C>
Revenues $14,705 $10,963 $41,068 $34,224
Cost of revenues 8,927 6,840 25,571 20,639
----- ----- ------ ------
Gross Profit 5,778 4,123 15,497 13,585
Selling, general and administrative expenses 4,400 3,156 11,682 9,181
Depreciation and amortization 651 566 1,979 1,651
--- --- ----- -----
Operating Income 727 401 1,836 2,753
Interest expense, net 124 195 417 538
--- --- --- ---
Income before provision for income taxes 603 206 1,419 2,215
Provision for income taxes 283 132 667 1,036
--- --- --- -----
Net Income $320 $74 $752 $1,179
==== === ==== ======
Net income per common share:
Primary $0.08 $0.02 $0.18 $0.28
===== ===== ===== =====
Fully diluted $0.08 $0.02 $0.18 $0.27
===== ===== ===== =====
Weighted average common shares outstanding:
Primary 4,143,889 4,180,687 4,143,889 4,220,359
Fully diluted 4,143,889 4,870,239 4,143,889 4,904,321
</TABLE>
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See notes to financial statements
<PAGE>
OPINION RESEARCH CORPORATION AND SUBSIDIARIES
Condensed Consolidated Statements of Cash Flows
(in thousands)
(Unaudited)
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<TABLE>
<CAPTION>
Nine Months Ended
September 30,
1997 1996
---- ----
<S> <C> <C>
Cash provided by (used in) operating activities: $825 $1,722
Cash flows from investing activities:
Payments for acquisitions (1,250) (752)
Proceeds from the sale of fixed assets - 12
Capital expenditures (828) (899)
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Net cash used in investing activities (2,078) (1,639)
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Cash flows from financing activities:
Borrowings under line-of-credit facilities 12,774 7,606
Repayment under line-of-credit facilities (10,779) (6,147)
Issuance of note payable 6,073 -
Repayment of note payable (7,513) (1,031)
Capital stock repurchased - (373)
Repayments under capitalized lease obligations (167) (136)
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Net cash provided by (used in) financing activities 388 (81)
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Increase (decrease) in cash and cash equivalents (865) 2
Cash and cash equivalents at beginning of period 865 340
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Cash and cash equivalents at end of period $0 $342
== ====
</TABLE>
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See notes to financial statements
<PAGE>
OPINION RESEARCH CORPORATION AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
September 30, 1997
(Unaudited)
(in thousands, except share and per share amounts)
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 nine-month period ended September 30,
1997 are not necessarily indicative of the results that may be expected for the
year ending December 31, 1997. 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, 1996.
NOTE B - EARNINGS PER SHARE
Primary earnings per share is determined by dividing net income by the weighted
average common shares and stock options outstanding. Fully diluted earnings per
share for the nine months ended September 30, 1996, takes 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, 1997 as they expired on November 30,
1996.
NOTE C - CREDIT FACILITY
During May of 1997 the Company executed an agreement for an increased credit
facility with its senior lender. The new facility is for $15,000; $9,000 of
revolving credit and $6,000 of 5 year notes. Subordinated debt of $3,000 and
deferred interest of $1,203 was repaid from the proceeds of this credit
facility. The agreement is for 3 years and is secured by substantially all
assets of the Company.
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
Results of Operations - Third Quarter 1997 as Compared to Third Quarter 1996
Revenues for the third quarter of 1997 increased $3,742, or 34%, from $10,963 in
the third quarter of 1996 to $14,705 in the third quarter of 1997. This increase
in third quarter revenues can be attributed to the inclusion of GSR/SIA and ORC
Korea ("the Acquisitions") for the quarter which accounted for 34% of the
quarter's increase. During the third quarter of 1997, the Company expanded its
client offerings by entering the telemarketing arena with ORC TeleScience. The
inclusion of ORC TeleScience in the third quarter accounted for $1,183, or 32%,
of the total revenue increase. Increases in revenues for the Company's existing
businesses represent the remainder of the increased third quarter revenues.
Gross profit for the three months ended September 30, 1997 increased by $1,655
from $4,123 to $5,778, or 40%. As a percent of revenues, gross profit increased
from 38% in 1996 to 39% in 1997. The increase in gross profit attributable to
the addition of the Acquisitions and ORC TeleScience was $846, or 51%, of the
increase. As a percent of revenues, the Acquisitions and ORC TeleScience
generate a lower gross profit.
Selling, general and administrative expenses increased $1,244 from $3,156 to
$4,400 for the three months ended September 30, 1997, relative to the same
period in 1996. As a percent of revenues, SG&A has increased from 29% for the
three months ended September 30, 1996 to 30% for the comparable period in 1997.
The increase in SG&A resulting from the inclusion of the Acquisitions and ORC
TeleScience amounted to $819 or 66% of the increase. Although SG&A in the
Company's existing businesses increased $426, or 13%, for the quarter, as a
percent of revenue, it remained unchanged at 29%.
Depreciation and amortization expense increased $85 from $566 in the third
quarter of 1996 to $651 in the third quarter 1997. Of the increase, $69, or 81%,
is attributable to the inclusion of the Acquisitions and ORC TeleScience in the
1997 figures.
Results of Operations - Nine Months Year-to-Date 1997 as Compared to Nine Months
Year-to-Date 1996
Revenues for the first nine months of 1997 increased $6,844, or 20%, as compared
to the first nine months of 1996. The nine month increase in revenues can be
attributed to the inclusion of the Acquisitions and ORC TeleScience for 1997.
These increases were offset somewhat by a decrease in GSR revenues. Although
<PAGE>
down 4% from the first three quarters of 1996, revenues for GSR for the full
year of 1997 are expected to be approximately equal to the revenues for 1996.
Gross profit for the nine months ended September 30, 1997 increased by $1,912
from $13,585 to $15,497 or 14%. The increase in gross profit for 1997
attributable to the Acquisitions and ORC TeleScience was $1,930 together with an
increase in U.S. gross profit being offset by a decrease in GSR. As a percent of
revenues, gross profit decreased from 40% in 1996 to 38% in 1997. This decrease
in the gross profit percentage is attributable to the inclusion of the
Acquisitions for 1997 coupled with the decrease in GSR revenues.
Selling, general and administrative expenses increased $2,501 from $9,181 to
$11,682 for the nine months ended September 30, 1997, relative to the same
period in 1996. As a percent of revenues, SG&A has increased from 27% for the
nine months ended September 30, 1996 to 28% for the comparable period in 1997.
The absolute increase in SG&A due to the inclusion of the Acquisitions and ORC
TeleScience is $1,597, or 64%, of the increase.
Depreciation and amortization expense increased $328 from $1,651 to $1,979 for
the nine months ended September 30, 1997, relative to the same period in 1996.
Approximately 61% of this 20% increase in depreciation and amortization is
attributable to the inclusion of the Acquisitions and ORC TeleScience for 1997.
Liquidity and Capital Resources
Net cash provided by operations for the first nine months of 1997 was $825.
Included in the $825 is a one-time repayment of $1,203 of deferred interest
associated with the repayment of the Company's subordinated debt.
Investing and financing activities for the first nine months of 1997 included
capital expenditures of $840 and payments totaling $1,250 for various
acquisitions. The Company believes that its current sources of liquidity and
capital will be sufficient to fund its long-term obligations and working capital
needs for the foreseeable future.
During the second quarter of 1997 the Company entered into an agreement with its
senior lender for an increased credit facility. The Company repaid all
subordinated debt and associated deferred interest and refinanced the
outstanding loans.
<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
b) Reports on Form 8-K
None.
<PAGE>
OPINION RESEARCH CORPORATION AND SUBSIDIARIES
Exhibit (11)-Statement Re: Computation of Earnings per Share
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<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
September 30 September 30
1997 1996 1997 1996
------ ------ ------ ------
(000's omitted, except per share data)
<S> <C> <C> <C> <C>
Primary:
Average shares outstanding 4,144 4,181 4,144 4,166
Net effect of dilutive stock options - based
on the treasury stock method 35 54
------ ------ ------ ------
Totals 4,144 4,216 4,144 4,220
====== ====== ====== ======
Net income $ 320 $ 74 $ 752 $1,179
====== ====== ====== ======
Per share amount $ 0.08 $ 0.02 $ 0.18 $ 0.28
====== ====== ====== ======
Fully diluted:
Average shares outstanding 4,144 4,181 4,144 4,166
Net effect of dilutive stock options - based
on the treasury stock method 35 84
Assumed conversion of convertible debentures 654 654
------ ------ ------ ------
Totals 4,144 4,870 4,144 4,904
====== ====== ====== ======
Net income $ 320 $ 74 $ 752 $1,179
Add debenture interest, net of tax effect 54 162
------ ------ ------ ------
Totals $ 320 $ 128 $ 752 $1,341
====== ====== ====== ======
Per share amount (1) $ 0.08 $ 0.02 $ 0.18 $ 0.27
====== ====== ====== ======
</TABLE>
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(1) 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.
See notes to financial statements
<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 13, 1997 John F. Short/s/
------------------ ---------------------------------------------
John F. Short, Vice Chairman & CFO
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED BALANCE SHEET AS OF SEPTEMBER 30, 1997 AND THE RELATED CONSOLIDATED
STATEMENTS OF INCOME AND CASH FLOWS FOR THE NINE MONTHS ENDED SEPTEMBER 30,
1997 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> SEP-30-1997
<CASH> 0
<SECURITIES> 0
<RECEIVABLES> 12,243
<ALLOWANCES> 160
<INVENTORY> 0
<CURRENT-ASSETS> 14,212
<PP&E> 5,245
<DEPRECIATION> 0
<TOTAL-ASSETS> 33,238
<CURRENT-LIABILITIES> 10,904
<BONDS> 4,524
0
0
<COMMON> 42
<OTHER-SE> 15,787
<TOTAL-LIABILITY-AND-EQUITY> 33,238
<SALES> 0
<TOTAL-REVENUES> 41,068
<CGS> 0
<TOTAL-COSTS> 25,571
<OTHER-EXPENSES> 13,661
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 417
<INCOME-PRETAX> 1,419
<INCOME-TAX> 667
<INCOME-CONTINUING> 752
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 752
<EPS-PRIMARY> 0.181
<EPS-DILUTED> 0.181
</TABLE>
