<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 June 30, 1998
Commission file number 0-22554
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OPINION RESEARCH CORPORATION
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C>
Delaware 22-3118960
- -------------------------------------------- --------------------------
(State of incorporation) (I.R.S. Employer
Identification No.)
</TABLE>
<TABLE>
<S> <C>
23 Orchard Road
Skillman, NJ 08558
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(Address of principle executive offices) (Zip Code)
</TABLE>
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 - 4,193,889 shares as of June 30, 1998
<PAGE>
INDEX
Opinion Research Corporation and Subsidiaries
Part I. Financial Information
Item 1. Financial Statements (Unaudited)
Condensed consolidated balance sheets - June 30, 1998
and December 31, 1997
Condensed consolidated statements of income - Six months ended
June 30, 1998 and 1997
Condensed consolidated statements of cash flows - Six months ended
June 30, 1998 and 1997
Notes to condensed consolidated financial statements - June 30, 1998
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
Condensed Consolidated Balance Sheets
(in thousands, except share amounts)
(Unaudited)
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------
June 30, December 31,
1998 1997
----------- --------------
Assets
<S> <C> <C>
Current Assets:
Cash and cash equivalents $ 546 $ 160
Accounts receivable:
Billed 9,902 7,242
Unbilled services 5,426 4,061
-------- --------
15,328 11,303
Less: allowance for doubtful accounts 200 170
-------- --------
15,128 11,133
Prepaid and other current assets 3,124 2,215
-------- --------
Total current assets 18,798 13,508
Property and equipment, net 5,834 5,041
Intangibles, net 2,266 1,316
Goodwill, net 21,353 11,063
Other assets 1,476 1,552
-------- --------
$ 49,727 $ 32,480
======= =======
Liabilities and Stockholders' Equity
Current Liabilities:
Accounts payable $ 1,886 $ 960
Accrued expenses 2,981 2,732
Deferred revenues 2,962 4,024
Revolving credit line 7,304 990
Notes payable 2,069 1,251
Other current liabilities 1,546 285
-------- --------
Total current liabilities 18,748 10,242
Long term debt 10,167 4,100
Deferred income taxes 406 425
Other liabilities 3,215 1,353
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 4,193,889
outstanding in 1998 and 1997 42 42
Additional paid-in capital 13,976 13,976
Retained earnings 3,414 2,677
Treasury stock, at cost, 37,858 shares in 1998 and 1997 (186) (186)
Accumulated other comprehensive income:
foreign currency translation adjustment (55) (149)
-------- --------
Total stockholders' equity 17,191 16,360
-------- --------
$ 49,727 $ 32,480
======= =======
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</TABLE>
See notes to financial statements
<PAGE>
OPINION RESEARCH CORPORATION AND SUBSIDIARIES
Condensed Consolidated Statements of Income
(in thousands, except share and per share amounts)
(Unaudited)
<TABLE>
<CAPTION>
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Three Months Ended Six Months Ended
June 30, June 30,
------------------------ ------------------------
1998 1997 1998 1997
-------- -------- -------- --------
<S> <C> <C> <C> <C>
Revenues $ 18,164 $ 13,844 $ 36,640 $ 26,363
Cost of revenues 10,705 8,654 22,238 16,644
-------- -------- -------- --------
Gross Profit 7,459 5,190 14,402 9,719
Selling, general and administrative expenses 4,845 3,877 9,737 7,282
Depreciation and amortization 1,284 670 2,202 1,328
-------- -------- -------- --------
Operating Income 1,330 643 2,463 1,109
Interest expense, net 428 116 789 293
-------- -------- -------- --------
Income before provision for income taxes 902 527 1,674 816
Provision for income taxes 440 248 787 384
-------- -------- -------- --------
Income before extraordinary loss 462 279 887 432
Extraordinary loss on debt restructuring,
net of tax benefit of $133 (150) - (150) -
-------- -------- -------- --------
Net Income $ 312 $ 279 $ 737 $ 432
======= ======= ======= =======
Income before extraordinary loss per common share:
Basic $ 0.11 $ 0.07 $ 0.21 $ 0.10
======= ======= ======= =======
Diluted $ 0.11 $ 0.07 $ 0.21 $ 0.10
======= ======= ======= =======
Extraordinary loss on debt restructuring
per common share:
Basic $ (0.04) $ - $ (0.03) $ -
======= ======= ======= =======
Diluted $ (0.04) $ - $ (0.03) $ -
======= ======= ======= =======
Net income per common share:
Basic $ 0.07 $ 0.07 $ 0.18 $ 0.10
======= ======= ======= =======
Diluted $ 0.07 $ 0.07 $ 0.18 $ 0.10
======= ======= ======= =======
Weighted average common shares outstanding:
Basic 4,193,889 4,143,889 4,193,889 4,143,889
Diluted 4,458,843 4,143,889 4,364,409 4,143,889
- -----------------------------------------------------------------------------------------------------------
</TABLE>
See notes to financial statements
<PAGE>
OPINION RESEARCH CORPORATION AND SUBSIDIARIES
Condensed Consolidated Statements of Cash Flows
(in thousands)
(Unaudited)
<TABLE>
<CAPTION>
---------------------------------------------------------------------------------
Six Months Ended
June 30,
--------------------------
1998 1997
---------- --------
<S> <C> <C>
Net cash provided (used) by operating activitie $ 399 $ (335)
Cash flows from investing activities:
Payment for acquisitions (12,122) (959)
Proceeds from disposal of assets 123 -
Capital expenditures (1,117) (457)
---------- --------
Net cash used in investing activities (13,116) (1,416)
---------- --------
Cash flows from financing activities:
Borrowings under line-of-credit agreements 29,760 7,584
Repayments under line-of-credit agreements (23,446) (5,449)
Issuance of notes payable 7,595 6,073
Repayments of notes payable (710) (7,213)
Repayments under capital lease arrangements (96) (109)
---------- --------
Net cash provided by financing activities 13,103 886
---------- --------
Increase (decrease) in cash and cash equivalents 386 (865)
Cash and cash equivalents at beginning of period 160 865
---------- --------
Cash and cash equivalents at end of period $ 546 $ -
========= =======
---------------------------------------------------------------------------------
</TABLE>
See notes to financial statements
<PAGE>
OPINION RESEARCH CORPORATION AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
June 30, 1998
(Unaudited)
(in thousands, except per share data)
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 six-month period ended June 30, 1998
are not necessarily indicative of the results that may be expected for the year
ending December 31, 1998. 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,
1997.
NOTE B - CREDIT FACILITIES
During January 1998, the Company executed an agreement for an increased facility
with its senior lender. The new facility allows for $12,500 of term notes and
$9,000 of revolving credit with combined total not to exceed $21,000. The
agreement is for three years and is secured by substantially all of the assets
of the Company.
During July 1998, the Company entered into an agreement with a banking syndicate
of three banks for an increased facility of $32,000. The new facility allows
for $12,500 of term notes and $19,500 of revolving credit. Debt outstanding as
of June 30, 1998 was repaid with proceeds from the new facility. This new
facility is for a three year term and is secured by substantially all of the
assets of the Company. Availability of funds under the new facility is based on
a multiple of trailing EBITDA. At the closing of the new facility, the Company
has $3,250 of additional available credit.
In conjunction with its new credit facility, the Company recorded an after-tax,
non-cash charge of $150 for the write-off of unamortized loan fees. This charge
is shown as an extraordinary loss from debt restructuring in the second quarter
of 1998.
NOTE C - EARNINGS PER SHARE
In 1997, the Financial Accounting Standard Board issued Statement No. 128,
Earnings per Share. Statement 128 replaced the calculation of primary and fully
diluted earnings per
<PAGE>
share with basic and diluted earnings per share. Unlike primary earnings per
share, basic earnings per share excludes any dilutive effects of options,
warrants and convertible securities. Diluted earnings per share is very similar
to the previously reported fully diluted earnings per share. All earnings per
share amounts for all periods have been presented, and where appropriate,
restated to conform to the Statement 128 requirements.
The following table sets forth the computation of basic and diluted earnings per
share for income before extraordinary loss:
<TABLE>
<CAPTION>
Three Months Six Months
Ended June 30, Ended June 30,
-------------------------- ----------------------------
1998 1997 1998 1997
----------- ----------- ------------ ------------
<S> <C> <C> <C> <C>
Numerator:
Income before extraordinary loss $ 462 $ 279 $ 887 $ 432
-------- -------- -------- --------
Numerator for basic earnings per share 462 279 887 432
Effect of dilutive securities:
Redeemable equity interest 19 - 38 -
-------- -------- -------- --------
Numerator for diluted earnings per share $ 481 $ 279 $ 925 $ 432
======== ======== ======== ========
Denominator:
Denominator for basic earnings per
share,
Weighted-average shares 4,194 4,144 4,194 4,144
Effect of dilutive stock options 265 - 170 -
-------- -------- -------- --------
Denominator for diluted earnings per
share
Adjusted weighted-average shares 4,459 4,144 4,364 4,144
======== ======== ======== ========
Basic and diluted earnings per share $0.11 $0.07 $0.21 $0.10
======== ======== ======== ========
</TABLE>
NOTE D - ACQUISITION OF PRO TEL MARKETING, INC.
Pursuant to an Asset Purchase Agreement dated January 6, 1998, ORC ProTel
("ProTel"), a newly created subsidiary of the Company, purchased certain assets
(not including cash or accounts receivable) and assumed certain liabilities of
Pro Tel Marketing, Inc. The acquisition was accounted for as a purchase and
accordingly, the purchase price was allocated to the assets acquired and
liabilities assumed. The purchase price was comprised of a $10,000 cash payment
and 400,000 options to purchase common shares of the Company's stock, with the
provision that such options may, at the option of the holders, be returned to
the Company for cash payment of $2,000 on the second anniversary of the closing.
The fair value of these options was $1,691 at the acquisition date and was
recorded as other long-term liabilities in the Company's consolidated financial
statements. The fair value of the assets acquired and liabilities assumed was
$632 and $143, respectively. The Company incurred $543 of costs related to the
acquisition. Identifiable intangible assets valued at $1,250 are being
amortized using the straight-line method over a period of five years. The
excess consideration paid over the estimated fair value of net assets acquired
<PAGE>
in the amount of $10,495 has been recorded as Goodwill and is being amortized
using the straight-line method over a period of fifteen years. In addition,
over the next three years, the sellers may earn up to an additional $10,000 of
cash payments, contingent upon ProTel achieving certain future targets for
revenues and earnings before interest, income taxes, depreciation, and
amortization.
The unaudited pro forma results of operations for the six months ended June 30,
1997, which assumes the consummation of the ProTel purchase as of January 1,
1997, are as follows:
<TABLE>
<S> <C>
Revenues $33,249
Net income 741
Net income per share:
Basic and diluted $0.18
</TABLE>
The pro forma net income includes adjustment for amortization of goodwill and
intangible assets, adjustment of interest expense, and the related income tax
effect of such adjustments.
NOTE E - NEW ACCOUNTING PRONOUNCEMENT
The Company has adopted Statement of Financial Accounting Standards No. 130,
Reporting Comprehensive Income, which establishes standards for the reporting
and disclosure of comprehensive income and its components in the financial
statements. The adoption of this Statement had no impact on the Company's net
income or shareholders' equity. The Company's comprehensive income (loss) for
the three months and the six months ended June 30, 1998 and 1997, are set forth
in the following table:
<TABLE>
<CAPTION>
Three Months Six Months
Ended June 30, Ended June30,
1998 1997 1998 1997
------------ ------------ ----------- -----------
<S> <C> <C> <C> <C>
Net income $ 312 $ 279 $ 737 $ 432
Other comprehensive income (loss):
Foreign currency translation
adjustment (195) (77) 94 (355)
------- ------- ------- -------
Comprehensive income $ 117 $ 202 $ 831 $ 77
======= ======= ======= =======
</TABLE>
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
(in thousands)
RESULTS OF OPERATIONS - SECOND QUARTER 1998 AS COMPARED TO SECOND QUARTER 1997
Revenues for the second quarter of 1998 increased $4,320, or 31%, from $13,844
in the second quarter of 1997 to $18,164 in the second quarter of 1998. The
inclusion of ORC ProTel, ORC Mexico, and ORC Taiwan (the "Acquisitions") in 1998
accounted for the increase in revenues for the three months ended June 30, 1998
relative to the same period in 1997. Non-acquisition revenues throughout the
organization were flat for the second quarter of 1998 as compared to the second
quarter of 1997.
Gross profit for the three months ended June 30, 1998 was $7,459, an increase of
$2,269, or 44%, over the same period in 1997. As a percent of revenues, gross
profit increased to 41% for the second quarter of 1998 compared to 37% in 1997.
Internal growth in gross profit amounted to $335, or 6%. As a percent of
revenues, non-acquisition gross profit increased from 37% to 40%. This increase
in gross margin is attributed to a decrease in sub-contracting costs of 27% and
an increase in other direct costs of 6%. The Acquisitions contributed $1,934 of
gross profit. As a percent of revenues, gross profit for the Acquisitions was
44% for the second quarter of 1998.
Selling, general and administrative expenses increased to $4,845 from $3,877 for
the three months ended June 30, 1998 relative to the same period in 1997. Non-
acquisition SG&A decreased $326, or 8%. As a percent of revenues, non-
acquisition SG&A decreased from 28% to 26%. The Acquisitions accounted for an
additional $1,294 of SG&A. As a percent of revenues, combined SG&A has
decreased to 27% for the three months ended June 30, 1998 from 28% for the
comparable period in 1997.
Depreciation and amortization expense increased to $1,284 from $670 for the
three months ended June 30, 1998, relative to the same period in 1997. Non-
acquisition depreciation and amortization increased from $670 to $933, or 39%,
from the second quarter of 1997 to the second quarter of 1998. Included in this
increase is a write-down of goodwill of $324 associated with a minor acquisition
in 1997. Without this charge, depreciation and amortization would have declined
by $61, or 9%. The Acquisitions increased depreciation and amortization by
$351, or 52%. As a percent of revenues, inclusive of the goodwill write-down,
the combined depreciation and amortization expense increased from 5% to 7% for
the three months ended June 30, 1997 and 1998, respectively. Without the write-
down, depreciation and amortization expense as a percentage of revenue would
have been 5% for the second quarter of 1998.
For the second quarter of 1998, the Company recorded an extraordinary loss, net
of tax benefits, of $150. This non-cash charge is due to the write-off of
unamortized loan origination fees.
<PAGE>
As a result of all of the above, net income for the Company increased from $279
to $312 for the three months ended June 30, 1997 and 1998, respectively.
RESULTS OF OPERATIONS - SIX MONTHS YEAR-TO-DATE 1998 AS COMPARED TO SIX MONTHS
YEAR-TO-DATE 1997
Revenues for the first six months of 1998 increased $10,277, or 39%, as compared
to the first six months of 1997. The six month increase in revenues attributed
to the inclusion of the Acquisitions for 1998 accounted for $8,299, or 81% of
the total increase. Non-acquisition growth for the first six months of 1998 has
amounted to $1,978, or 8%. This increase is fairly consistent throughout the
Company.
Gross profit for the six months ended June 30, 1998 increased by $4,683 from
$9,719 to $14,402, or 48%. As a percent of revenues, gross profit increased
from 37% in 1997 to 39% in 1998. A portion of the increase in the gross profit
percentage is attributable to the inclusion of the Acquisitions for 1998, for
which the gross profit percentage is 43%. Non-acquisition gross profit has
increased by $1,115, or 11%, during 1998. As a percent of revenues, non-
acquisition gross profit has increased from 37% in 1997 to 38% in 1998.
Selling, general and administrative expenses increased from $7,282 to $9,737 for
the six months ended June 30, 1998, relative to the same period in 1997. As a
percent of revenues, SG&A has decreased from 28% for the six months ended June
30, 1997 to 27% for the comparable period in 1998. Substantially all of the
dollar increase in SG&A is due to the inclusion of the Acquisitions.
Depreciation and amortization expense increased from $1,328 to $2,202 for the
six months ended June 30, 1998, relative to the same period in 1997. The
increase in depreciation and amortization is attributable to the inclusion of
the Acquisitions for 1998. Additionally, the Company has recorded a write-down
of goodwill associated with a minor acquisition in 1997. This write-down of
$324 accounted for 37% of the increase in depreciation and amortization expense.
The Company recorded an extraordinary loss of $150, net of tax benefits, in the
second quarter of 1998. This non-cash charge is due to the write-off of
unamortized loan origination fees.
As a result of all of the above, net income for the Company increased from $432
to $737 for the six months ended June 30, 1997 and 1998, respectively.
LIQUIDITY AND CAPITAL RESOURCES
Net cash provided by operations for the first six months of 1998 was $399.
Investing and financing activities for the first six months of 1998 included
capital expenditures of $1,117 and payments of $12,122 for ProTel and other
acquisitions. Net of
<PAGE>
acquisition borrowings, the Company increased its borrowings by $1,077 for the
six months ended June 30, 1998. 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 July 1998, the Company entered into an agreement with a banking syndicate
for an increased facility of $32,000. The new facility allows for $12,500 of
term notes and $19,500 of revolving credit. The agreement is for three years
and is secured by substantially all of the assets of the Company. Availability
of funds under the new facility is based on a multiple of trailing EBITDA. At
the closing of the new facility, the Company has $3,250 of additional available
credit.
<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
The Annual Meeting of Stockholders of the Company was held on June
9, 1998 at the Company's headquarters for the following purposes:
1. To elect two directors to serve until the 2001 Annual Meeting
of Stockholders of the Company and until their respective
successors have been duly elected and qualified.
-- James T. Heisler
-- Lenard B. Tessler
2. To amend the 1997 Stock Incentive Plan to increase the number
of shares available for grant from 875,000 to 1,125,000 and to
revise the date of grant of formula options for directors who
are not employees from the date of the annual meeting to
January 2 of each year.
3. To ratify the appointment of Ernst & Young LLP as the Company's
independent auditors for the 1998 fiscal year.
All matters were approved by the Stockholders.
Item 5. Other Information
None.
<PAGE>
Item 6. Exhibits and Reports on Form 8-K
a) None.
b) Reports on Form 8-K
None.
<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: August 13, 1998 /s/ John F. Short
--------------- ------------------------------------------
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 June 30, 1998 and the related Consolidated
Statements of Income and Cash Flows for the Six Months Ended June 30, 1998 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-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> JUN-30-1998
<CASH> 546
<SECURITIES> 0
<RECEIVABLES> 15,328
<ALLOWANCES> 200
<INVENTORY> 0
<CURRENT-ASSETS> 18,798
<PP&E> 5,834
<DEPRECIATION> 0
<TOTAL-ASSETS> 49,727
<CURRENT-LIABILITIES> 18,748
<BONDS> 10,167
0
0
<COMMON> 42
<OTHER-SE> 17,149
<TOTAL-LIABILITY-AND-EQUITY> 49,727
<SALES> 0
<TOTAL-REVENUES> 36,640
<CGS> 0
<TOTAL-COSTS> 22,238
<OTHER-EXPENSES> 11,939
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 789
<INCOME-PRETAX> 1,674
<INCOME-TAX> 787
<INCOME-CONTINUING> 887
<DISCONTINUED> 0
<EXTRAORDINARY> (150)
<CHANGES> 0
<NET-INCOME> 737
<EPS-PRIMARY> 0.18
<EPS-DILUTED> 0.18
</TABLE>
