<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
Amendment No.1
(Mark One)
X ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
------
EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1998
or
_______ 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 0-22554
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OPINION RESEARCH CORPORATION
----------------------------------
(Exact name of registrant as specified in its charter)
Delaware 22-3118960
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
23 Orchard Road, Skillman, New Jersey 08558
- ------------------------------------- ---------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (908) 281-5100
--------------
Securities registered pursuant to Section 12(b) of the Act:
None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $.01 par value
----------------------------
(Title of Class)
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 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
--- ---
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Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]
The aggregate market value of the voting stock by non-affiliates of the
Registrant, based on the closing sale price of its common stock on February 26,
1999, a date within 60 days prior to the date of filing, as quoted on the Nasdaq
National Market, was approximately $18,613,000./*/
As of February 26, 1999, 4,243,889 shares of common stock, par value $.01
per share, were outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Part III - Portions of the Registrant's definitive Proxy Statement, which will
be filed with the Securities and Exchange Commission in connection
with the Registrant's 1999 Annual Meeting of Stockholders, are
incorporated by reference into Part III of this report.
_______________________
/*/ Calculated by excluding all shares that may be deemed to be beneficially
owned by executive officers, directors of the Registrant, without conceding that
all such persons are "affiliates" of the Registrant for purposes of the federal
securities laws.
<PAGE>
Readers of this report should be aware that the following important factors,
among others, in some cases have affected, and in the future could affect, the
Company's actual operating results and could cause the Company's actual
consolidated results for the first quarter of 1999, and beyond, to differ
materially from those expressed in any forward-looking statements made by, or on
behalf of, the Company:
Reliance on Key Clients. The Company's success is dependent upon its ability
to maintain its existing clients and obtain new clients. The loss of one or more
of the Company's large clients or a significant reduction in business from such
clients could have a material adverse effect on the Company. The Company's
largest client was Cendant Corporation ("Cendant") for the year ended December
31, 1998. In 1997 and 1996, the Company's largest client was General Motors
Corporation ("GM"). The Company's focus on attracting larger projects and
establishing long-term client relationships may increase the Company's reliance
on particular projects and clients. Although the Company's ongoing projects may
generally be terminated by its clients at any time, funds for work completed are
normally recoverable.
Fluctuations in Demand for Company Services. Demand for the Company's services
can be affected by a number of factors outside the Company's control, including
marketing budgets, economic conditions, consolidations and other industry-
specific trends, and changes in management or ownership of a client. As a
result, the Company's revenues and operating results may fluctuate.
Business Strategy Regarding Acquisitions and International Expansion. Part of
the Company's business strategy is to expand domestically, internationally, and
to extend into related businesses through strategic acquisitions. There can be
no assurance that the Company will be able to so expand or to identify targets
for such acquisitions on terms attractive to the Company. Further, there can be
no assurance that the Company's services will be widely accepted as it seeks to
expand in international markets. International expansion will also subject the
Company to risks inherent in doing business abroad, including adverse
fluctuations in currency exchange rates, limitations on asset transfer, changes
in foreign regulations and political turmoil. Furthermore, there can be no
assurance that the Company will be able to integrate successfully the operations
of any subsequently acquired company with its own operations.
Dependence on Key Personnel. The Company is dependent upon the efforts and
skills of certain key senior executives. The loss of the services of one or more
of these individuals could have a material adverse effect on the Company.
Competition. The Company faces competition in connection with most of the
individual services and products it provides. Although the Company believes that
no single competitor offers a comparable combination of services and products,
there can be no assurance that other companies, some with greater financial
resources than the Company, will not attempt to offer a range of services and
products similar to those offered by the Company, or otherwise compete more
effectively in the business-to-business market research and information services
industry. For consumer market research services, the Company regularly
experiences significant competition from a large number of competitors,
including consumer market research companies, advertising agencies and business
consulting firms.
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PART I
Item 1. Business
--------
GENERAL
Opinion Research Corporation (the "Company") was established in 1938
to apply the principles of general public opinion polling to marketing issues
facing America's largest companies. The Company has evolved to provide primary
market research, information services, marketing services, including a focus on
businesses selling primarily to other businesses, and model-based telemarketing.
The Company assists clients in evaluating, monitoring and optimizing the
effectiveness of their marketing and sales. The Company's services and products
address issues such as customer loyalty and retention, market demand and
forecasting, corporate image, competitive positioning, and model-based
telemarketing.
In August 1993 the Company acquired all of the stock of Gordon Simmons
Research Group, Ltd. ("GSR"), substantially increasing the Company's presence in
the U.K. and expanding the international aspects of its business. In April 1994
the Company acquired all of the stock of Strategic Research and Consulting
("SRC"). The SRC acquisition gave the Company access to the U.S. automotive
industry. In August 1995 the Company opened a branch office in Hong Kong and
continued to expand internationally with the formation of GSR/SIA Limited
("GSR/SIA") in the U.K. in the latter part of 1996. In purchasing the assets of
a division of an information technology company, GSR/SIA expanded the Company's
capabilities in servicing international clients and introduced the Company to
the U.K. public sector. During 1997, as part of its globalization strategy, the
Company acquired a presence in Korea, Taiwan, and Mexico. In January 1998, the
Company acquired ProTel Marketing, Inc. ("ORC ProTel" or "ProTel"), a high
quality telemarketing company based in Lansing, Illinois.
The Company collects customer and market information through computer-
assisted telephone interviews, personal interviews, mail questionnaires and
specialized techniques such as business panels. Management believes that the
Company's substantive expertise with regard to certain business issues enables
it to provide reliable customer and market information and advisory services to
clients. The Company also believes that its recognized name and long-standing
reputation enable it to obtain information from senior executives who are
difficult to access.
The Company's strategy for market research focuses on client projects
that require periodic updating and tracking of information, thereby creating the
potential for higher-margin recurring revenues. The portion of the Company's
revenues from such projects and recurring telemarketing revenues was
approximately 70% in 1998.
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THE COMPANY'S SERVICES AND PRODUCTS
The Company offers a variety of services and products to assist
clients with their strategies and plans for marketing and selling their products
to businesses and consumers.
Services
Customer Loyalty & Retention. The Company assists its clients in
quantifying customer loyalty and increasing customer retention. By capturing and
analyzing the perceptions and experiences of its clients, prospects and
employees, the Company provides analysis and feedback on customer loyalty which
drives superior customer retention and business performance. The Company
provides its clients with information on the elements of products or services
which are most important to their customers; on how well these products and
services compare to the competition; and on which customers will continue to
purchase and recommend such products and services.
Corporate Reputation & Branding. The Company works with clients
worldwide to manage their corporate and brand images; identify and achieve
optimal positioning in the marketplace; and strengthen equity with customers,
employees and the financial community. The strength of a client's image or
reputation is identified through interviews with constituency groups with whom
the client interacts and whose decisions influence the client's success. These
groups may include customers, potential customers, distributors, suppliers, the
media and the investment community.
Market Demand & Forecasting. The Company works with clients worldwide
to analyze and forecast market demand for new products and services. The Company
combines sophisticated analytic techniques with global reach to provide clients
with insight regarding optimal product/services configuration and pricing, as
well as market size information. This work supports clients' business planning
and capital generation for new ventures.
Advanced Analytics & Data Modeling. The Company's diagnostic and
statistical models are among the most sophisticated in market research and are
redefining the teleservices industry. The Company applies advanced market
research techniques and uses predictive segmentation learning models to improve
teleservices success rates. By focusing on its clients' business issues and the
application of the right analytic tools, the Company can effectively transform
data and analyses into intelligence and insight. This approach holds whether the
Company is designing traditional market research surveys, "data mining" client
databases to optimize marketing efforts or building dynamic models to guide
telemarketers on selecting target prospects and product offerings.
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Employee Survey Programs. The Company provides comprehensive employee-
related research services to measure satisfaction, increase staff retention,
reduce hiring and training costs, and improve customer service. Using
proprietary computer software, exclusive multi-industry benchmarking databases
and a combination of quantitative and qualitative methodologies, the Company
works with clients to identify strengths and weaknesses. The Company implements
all stages of program management, from questionnaire design and processing
through reporting, final analysis and recommendations for action.
Data Collection & Processing. The Company's telephone interviewing
call centers in North America and Europe combine research expertise and advanced
telecommunications technology. These facilities, staffed with multilingual
interviewers, use Computer Assisted Telephone Interviewing (CATI), which
provides clients with highly efficient and cost effective data and information
collection.
Teleservices. The Company combines its market research expertise in
predictive segmentation modeling and database management with top quality
teleservices to quantify buyer behavior, optimize targeting of its clients'
customers and provide feedback from its clients' customers for "continuous loop"
marketing to improve sales. This breakthrough capability - ORC TeleScience(sm) -
applies sophisticated modeling techniques to cutting-edge teleservices to
increase the overall success rate of telemarketing as measured by higher sales
yields and lower costs of customer acquisition.
Industries
Telecommunications and Information Technology. The Company provides
market knowledge for a range of telecommunications and information technology
companies, from wireless communications companies and telephone carriers to
Internet service providers and computer hardware and software firms. Its
services include market definition, segmentation, new product development,
customer retention, usage analysis, competitive profiling and market demand
analysis for satellite communications products.
Among its services, the Company helps clients determine pricing and
distribution systems, tracks service performance, gauges the success of products
and services, designs and configures new products, predicts customer needs and
defines competitive positions in new markets.
Financial Services. The Company provides market and customer
intelligence to banks, securities brokerage, insurance companies and other
financial institutions across a number of business issues: customer loyalty and
retention, image management, market segmentation and positioning, new product
development, pricing strategy and customer database management.
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By focusing its research efforts on key customer segments - such as
high net worth individuals, corporate treasurers, active investors,
policyholders, etc. - the Company can determine the specific factors that
influence the target groups' decisions, and design strategies to attract, retain
and motivate them effectively.
Automotive. Utilizing research methodologies developed for its
automotive industry clients, the Company has extensive experience working with a
wide range of companies around the world, including vehicle manufacturers,
original-equipment-manufacturers (OEM) suppliers, dealers, distributors,
trucking companies and heavy equipment manufacturers.
The Company provides sophisticated segmentation research and long-term
studies on retailing sales and service; brand image and equity; product
development, design and performance; and dealer/manufacturer relations. The
Company's exclusive consumer market analysis evaluates and tracks customer needs
as they relate to new vehicle purchase, financing and leasing, buying behavior
and brand loyalty.
Retail and Trade. To shape marketing strategy, the Company's areas of
specialization include understanding the determinants of store choice; customer
loyalty and satisfaction; mystery shopping; segmentation and positioning; store
location, layout, design and product positioning; merchandise performance;
development and appraisal of individual outlets and sites; and diversification
into new markets, both international and local.
The Company also works in partnership with manufacturers and suppliers
of consumer goods to understand the needs, behavior and attitudes of customers
at all stages in the distribution channel. The Company's aim is to enhance the
manufacturer/trade/consumer relationship.
Health Care. The Company's services include surveys and evaluations to
determine patient satisfaction, market segmentation and customer acquisition,
competitive analysis, community needs assessment, market segmentation and
corporate positioning. For pharmaceutical companies and HMOs and for hospitals
and health care providers, the Company also conducts loyalty and retention
modeling research as part of its clients' patient and employee satisfaction
programs.
Through its innovative methodologies, such as proprietary panels, the
Company establishes ongoing dialogues with difficult-to-reach decision-makers
such as physicians, plan administrators and benefits managers.
Products
The following products are used by the Company to deliver some of the
services listed above and are also marketed as stand-alone products:
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Business Panels. The Company develops business panels to access
executives and professionals. Panels are composed of executives and
professionals who have agreed in advance to participate in an on-going series of
interviews with the Company for the purpose of gathering customer and market
information.
The Company owns and operates a number of proprietary panels. The
panels range in size from several hundred to several thousand panelists. These
panels have been created with no predetermined end date.
The creation of a business panel involves considerable planning, time
and expense. Once established, however, it provides a significant amount of
reliable information that can be collected and updated from a relatively
constant source with less time and expense than would be otherwise required. As
such, the Company believes that there are strong financial incentives for
clients to continue using a panel.
Business panels produce up-to-date market intelligence that can be
used by the client for decisions ranging from marketing and sales strategies to
"micro-marketing" plans for specific market niches or segments. Typical issues
addressed by business panels include customer satisfaction, pricing and sales
strategy, market receptivity to new or potential products or services and market
share information.
Shared-Cost Programs. For over 30 years, the Company has conducted
shared-cost telephone survey programs, marketed under the name "CARAVAN," in
which questions from a number of clients are combined in a series of interview
questionnaires. The CARAVAN programs provide multiple clients with high-quality,
timely information at a relatively low cost.
The general public CARAVAN is a weekly shared-cost national survey
combining questions of clients such as advertising agencies, public affairs
departments of large corporations and product managers. Typically, the
information collected from the CARAVAN survey provides measurement and
evaluation of advertising and products.
Developed in 1994, CORPerceptions profiles the image of major
corporations that serve the needs of other business establishments located in 16
countries around the world. Telephone or in-person interviews are completed
annually with approximately 1,200 senior business executives selected from the
largest industrial and services companies within these countries. Industries
profiled by executives include automotive, brokerage services, computer
hardware, electronics, information technology services, and management
consulting.
CORPerceptions' sister-study, BrandPerceptions, is an international
brand equity study conducted among 4,250 consumers in 16 countries throughout
Asia Pacific, Europe and North America. As a result of BrandPerceptions, some of
the world's leading companies learn more about consumer awareness, preference,
satisfaction and loyalty toward their brand and competing brands in the
international marketplace.
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Customers for Life is a software-based customer retention tool
designed to build and strengthen customer relationships and long-term customer
loyalty. Developed in 1997, Customers for Life is a comprehensive program that
provides the framework for direct customer feedback, real-time trouble shooting,
database management and structured reporting systems.
MARKETING
Marketing and Sales-Support Program. In 1998, the Company continued to
develop and implement a comprehensive communications program to support a
systematic business development effort. Elements include advertising, direct
marketing, sales-support materials, media relations, seminars and telemarketing
to gain access to a large number of prospective clients. The Company's web site
allows prospective clients to learn about its products and services at a time of
their choosing.
CLIENTS AND CLIENT RELATIONSHIPS
Some of the Company's largest clients in terms of revenues generated
include America Online, Catholic Health Initiatives, Cendant, General Motors,
IBM, Nortel, PNC Bank, PricewaterhouseCoopers, the U.S. Postal Service, and
Wells Fargo. In 1998, the Company served over 600 clients. For many clients, the
Company performed multiple projects, sometimes for different subsidiaries or
business units of the same client.
In 1998, the Company's largest single client was Cendant Corporation,
accounting for 18% of the Company's revenues. All revenues generated by the
Cendant relationship were for outbound telemarketing services. Cendant has been
a ProTel client since 1988.
COMPETITION
Many other firms provide some of the services and products provided by
the Company, typically focusing on consumer markets. However, the Company
believes that no single competitor offers a comparable combination of services
and products.
For business to business market research, the Company believes that it
competes for clients based on a variety of factors, including name recognition,
reputation, expertise in a variety of industries, ability to access executives
and other key constituencies, ability to collect accurate and representative
information, ability to enhance the value of the data collected through analysis
and consulting, technological competence, reliability, promptness and
efficiency. In the Company's experience, rather than price, its typical clients
are interested primarily in the quality and utility of the service received.
For consumer market research services, the Company regularly
experiences significant competition from a large number of competitors,
including marketing and research departments of various companies, advertising
agencies and business consulting firms. Price, reputation, and quality of
service are the dominant considerations.
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For outbound telemarketing services, the Company competes with a large
number of telemarketing companies. Quality of service and the application of
continuous statistical modeling on call lists are the key differentiators.
The Company considers the relationship with its clients as well as its
know-how and expertise as invaluable assets. The Company seeks to safeguard
these assets by requiring each of its senior employees to execute
confidentiality and non-solicitation agreements.
BACKLOG
As of December 31, 1998, revenues expected to be received by the
Company under its client contracts, which are based on budgeted amounts in those
contracts, were $22,971, as compared to $26,092 as of December 31, 1997. This
decrease in backlog is due to the timing associated with the renewal of certain
projects as well as a decrease in sales commitments for the fourth quarter of
1998 relative to the fourth quarter of 1997. All of the 1998 amount is expected
to be received by December 31, 1999. The Company's engagements generally are
terminable by the Company's clients at any time, with the expectation of cost
recovery for work completed by the Company.
EMPLOYEES
As of December 31, 1998, the Company employed a total of 756 full-time
employees and maintained a pool of part-time hourly employees in the United
States and the United Kingdom of approximately 1,200 people. The part-time
employees work as telephone interviewers and data processors. Of the full-time
employees, 334 are telemarketing representatives, 267 are professionals engaged
in direct client service and 155 are engaged in support, administration and
executive oversight.
The Company conducts special training programs for all telephone
interviewing staff and regularly monitors such staff to ensure that its high-
quality standards are maintained.
None of the Company's employees are subject to a collective bargaining
agreement, nor has the Company experienced any work stoppages. The Company
believes that its relationship with its employees is excellent.
Item 2. Properties
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The Company's executive offices are located in approximately 45,000
square feet of leased space in Skillman (Greater Princeton), New Jersey. The
term of the lease expires in August 2003. The Company's other domestic market
research locations include Toledo, Chicago, and Detroit, occupying approximately
30,000 square feet in total under various lease terms. The Company also
maintains telephone interview facilities in Tucson, Arizona and Tampa, Florida,
with a combined total of approximately 34,000 square feet of leased space.
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In January 1999, the Company's UK operation was moved to a new office
location in London. The new lease is for an office space of approximately 16,000
square feet and will expire in December 2006. The previous location now serves
as a telephone interviewing center with an extended lease term to May 2002. The
Company's other international locations include Hong Kong, Seoul (Korea), Taipei
(Taiwan) and Mexico City (Mexico), which are all leased facilities.
The Company's telemarketing headquarters are located in approximately
13,000 square feet of leased space in Lansing, Illinois. In addition to the
above facility, there are three other telephone centers located in Milwaukee
(Wisconsin), Topeka (Kansas) and St. John (Missouri) in support of the
telemarketing efforts. These three phone centers occupy approximately 32,000
square feet in total under various lease terms.
The Company presently has a combined total of 422 computer assisted
telephone interview stations worldwide dedicated to market research and an
additional 225 telemarketing stations. All of these facilities are equipped with
state-of-the-art hardware and software. In a typical telephone interview or
sale, the computer assisted telephone interviewing system prompts the
interviewer's sequence of questions or responses depending on the previous
answers. All responses are recorded directly into the computer, avoiding the
need for subsequent data entry and enabling prompt analysis of responses. The
interviewees communicate with live interviewers at all times.
Over the past several years the Company has installed database systems
and software to store information in its Toledo, Tucson, and London centers.
These systems and software expand the Company's reporting capabilities and
transform traditional tabular formats into graphic output, thereby improving the
utility and presentation of reports as well as the turnaround times.
The Company believes that its properties are sufficient for its
current operational needs.
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Item 3. Legal Proceedings
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The Company is not a party to any material litigation.
Item 4. Submission of Matters to a Vote of Security Holders
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No matters were submitted to a vote of security holders during the
fourth quarter of the year ended December 31, 1998.
Item 4A. Executive Officers of the Registrant
------------------------------------
The current term of office of each of the Company's executive officers
expires at the first meeting of the Board of Directors of the Company following
the 1999 Annual Meeting of Stockholders, or as soon thereafter as each of their
successors is duly elected and qualified.
The following table sets forth certain information concerning the
principal executive officers of the Company as of March 31, 1999.
Name Age Position
- ---- --- --------
John F. Short 54 Chairman, Chief Executive Officer, and
President
Douglas L. Cox 53 Chief Financial Officer
Gregory C. Ellis 42 Chief Operating Officer - ORC
Market Research
Ruth R. Wolf 61 Chief Executive Officer - ORC ProTel
Mr. Short joined the Company as its Chief Financial Officer in 1989 and was
appointed Vice Chairman in 1992. In 1998, Mr. Short was appointed President of
the Company. In February 1999, Mr. Short assumed the roles of Chief Executive
Officer and Chairman of the Board.
Mr. Cox joined the Company as its Chief Financial Officer in October 1998.
Prior to joining the Company, Mr. Cox was Senior Vice President and Chief
Financial Officer of Elf Atochem North America, Inc. Mr. Cox holds an MBA, with
honors, from the Wharton School of the University of Pennsylvania.
Mr. Ellis joined the Company in October 1995 as the Chief Executive Officer
of the Princeton Group. In July 1997 Mr. Ellis was appointed Managing Director
- - ORC Automotive Group, and in December 1997, he was promoted to Chief Operating
Officer - ORC Market Research. Prior to joining ORC, Mr. Ellis was Senior Vice
President and General Manager of Testing, Analytics, and Media Services for AC
Nielsen Company. Mr. Ellis holds a M.S.I.A. degree from Carnegie-Mellon
University Graduate School of Industrial Administration.
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Ms. Wolf joined the Company in 1998 with the acquisition of ProTel, which
she co-founded in 1988. Ms. Wolf was appointed Chief Executive Officer of ORC
ProTel in 1998. Ms. Wolf has over 30 years of experience in telemarketing.
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PART II
Item 5. Market for Registrant's Common Equity and Related Stockholder Matters
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Market Information
- ------------------
The Company's Common Stock has been traded on the Nasdaq National
Market under the symbol "ORCI" since the Company's initial public offering on
October 26, 1993. The table below sets forth the high and low prices for the
Company's Common Stock (the "Common Stock") for each of the four quarters of
1998 and 1997:
High Low
--------- --------
1998
---- $6.375 $4.125
Fourth Quarter 8.625 5.500
Third Quarter 9.375 6.063
Second Quarter 6.750 5.063
First Quarter
1997
---- $5.750 $3.500
Fourth Quarter 4.000 3.375
Third Quarter 4.125 3.125
Second Quarter 3.875 3.125
First Quarter
The closing price of the Common Stock on February 26, 1999 was $6.00
per share. As of February 26, 1999, the Company had 48 holders of record of the
Common Stock (approximately 650 beneficial stockholders).
Dividends
- ---------
The Company has not paid any dividends on the Common Stock. The
Company currently intends to retain its earnings to finance future growth and
therefore does not anticipate paying dividends on the Common Stock in the
foreseeable future.
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Item 6. Selected Financial Data
SELECTED FINANCIAL DATA
(In Thousands, Except Per Share Data)
- --------------------------------------------------------------------------------
For the Twelve Months Ended December 31,
-------------------------------------------------
1998 1997 1996 1995 1994
------ ------- ------- ------- --------
OPERATING STATEMENT DATA:
Revenues $ 73,167 $ 56,673 $ 47,273 $ 44,101 $ 39,841
Income (loss) from operations
(1), (2) 2,340 2,801 2,425 (1,341) 3,267
Extraordinary loss on debt
restructuring, net of tax
of $133 (3) (150) - - - -
Net income (loss) $ (170) $ 1,151 $ 808 $ (1,669) $ 1,295
========= ======== ======== ========= ========
Weighted average common shares
outstanding 4,202 4,144 4,169 4,232 4,232
Income (loss) before
extraordinary loss per common
share $ (0.00) $ 0.28 $ 0.19 $ (0.39) $ 0.31
Extraordinary loss per common
share (0.04) - - - -
--------- -------- -------- --------- --------
Net income (loss) per common
share $ (0.04) $ 0.28 $ 0.19 $ (0.39) $ 0.31
========= ======== ======== ========= ========
Adjusted weighted average
common shares and assumed
conversions(4) 4,202 4,146 4,213 4,232 4,874
Income before extraordinary
loss per diluted share $ (0.00) $ 0.28 $ 0.19 $ (0.39) $ 0.30
Extraordinary loss per diluted
share (0.04) - - - -
--------- -------- -------- --------- --------
Net income (loss) per diluted
share $ (0.04) $ 0.28 $ 0.19 $ (0.39) $ 0.30
========= ======== ======== ========= ========
BALANCE SHEET DATA:
Total assets $ 50,610 32,480 32,772 28,537 30,674
Total debt 18,320 6,652 7,916 7,372 5,816
- --------------------------------------------------------------------------------
(1) In the fourth quarter of 1998, the Company took an unusual pre-tax charge of
$2,470 for expenses incurred in relation to a separation agreement with the
Company's former Chairman and CEO and the buy-out if his pre-existing
employment contract.
(2) In the second quarter of 1995, the Company took an unusual pre-tax charge of
$3,489. This charge included a $1,958 write-down of capitalized production
costs; $178 for the disposal of fixed assets; $460 of intangible assets
associated with previous acquisitions; $380 in severance costs; $414
provision for the abandonment of leases; and other miscellaneous charges of
$99.
(3) In the second quarter of 1998, the Company recorded an extraordinary loss of
$150, net of tax benefits of $133, due to the write-off of unamortized loan
origination fees associated with debt refinancing.
(4) Shares attributable to the conversion of convertible debentures are not
included for 1996 as they expired on November 30, 1996, nor in 1995 as their
effect was anti-dilutive.
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Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations
OVERVIEW
The Company was established in 1938 to apply the principles of general
public opinion polling to marketing issues facing America's largest companies.
The Company has evolved to provide primary market research, information
services, marketing services, including a focus on businesses selling primarily
to other businesses, and model-based telemarketing. The Company assists clients
in evaluating, monitoring and optimizing the effectiveness of their marketing
and sales. The Company's services and products address issues such as customer
loyalty and retention, market demand and forecasting, corporate image,
competitive positioning, and model-based telemarketing.
In August 1993 the Company acquired all of the stock of GSR,
substantially increasing the Company's presence in the U.K. and expanding the
international aspects of its business. In April 1994 the Company acquired all of
the stock of SRC. The SRC acquisition gave the Company access to the U.S.
automotive industry. In August 1995 the Company opened a branch office in Hong
Kong and continued to expand internationally with the formation of GSR/SIA in
the U.K. in the latter part of 1996. In purchasing the assets of a division of
an information technology company, GSR/SIA expanded the Company's capabilities
in servicing international clients and introduced the Company to the U.K. public
sector. During 1997, as part of its globalization strategy, the Company acquired
a presence in Korea, Taiwan, and Mexico. In January 1998, the Company acquired
ProTel Marketing, Inc. ("ORC ProTel" or "ProTel"), a high quality telemarketing
company based in Lansing, Illinois. In the fourth quarter of 1998, the Company
took an unusual pre-tax charge for expenses incurred in relation to a separation
agreement with the Company's former Chairman and Chief Executive Officer and the
buy-out of his pre-existing employment contract.
RESULTS OF OPERATIONS - 1998 COMPARED TO 1997
Revenues
Revenues for 1998 increased $16,494, or 29%, to $73,167 in 1998 from
$56,673 in 1997. This increase is principally due to $15,921 in revenues
generated by ORC ProTel and ORC Mexico (the "Acquisitions") as well as an
increase in U.S. and U.K. market research revenues of $3,651, or 7%, partially
offset by a decrease in revenues from Asia of $483, and a $2,595 decrease in
revenues due to a management decision to abandon a small start-up telemarketing
business in favor of ProTel.
Cost of Revenues
Cost of revenues increased $10,433, or 30%, to $44,807 in 1998 from
$34,374 in 1997. The cost of revenues for the Company's core business increased
by $1,760, or 5%, in 1998, principally reflecting higher subcontractor costs for
certain large-scale global projects. The gross
-13-
<PAGE>
profit percentage for the core business decreased to 37% in 1998 from 39% in
1997 reflecting this change in the business mix. The Acquisitions, for which
cost of revenues were $8,673 in 1998 and the gross profit percentage was 45%,
offset the impact of the higher costs for the core business.
Selling, General, and Administrative Expenses
Selling, general and administrative expenses ("SG&A") increased
$2,564, or 15%, to $19,408 in 1998 from $16,844 in 1997. As a percent of
revenues, consolidated SG&A has decreased to 27% in 1998 from 30% in 1997. The
Acquisitions for 1998 increased SG&A by $3,701 while SG&A related to the core
business decreased by $1,137 as compared to 1997.
Depreciation and Amortization Expense
Depreciation and amortization expense increased to $4,142 in 1998 from
$2,654 in 1997. The Acquisitions accounted for $1,261 of the increase in
depreciation and amortization. Additionally, the Company recorded a write-down
of goodwill of $324 associated with the telemarketing operation that was
discontinued in 1998. Depreciation and amortization on a consolidated basis
increased to 6% of revenues in 1998 from 5% in 1997.
Unusual Charge
The Company took a fourth quarter pre-tax charge of $2,470 for
expenses incurred in relation to an agreement with Dr. Michael R. Cooper
providing for the resignation of Dr. Cooper as a Director, Chairman, and Chief
Executive Officer of the Company and the buy-out of Dr. Cooper's pre-existing
employment contract.
Interest Expense
Interest expense increased in 1998 to $1,871 from $674 in 1997. The
increase in interest expense is primarily attributable to the debt incurred to
fund the acquisition of ORC ProTel.
Provision for Income Taxes
The provision for income taxes for 1998 and 1997 was $489 and $976,
respectively. The provisions for these years are higher than the amount that
results from applying the federal statutory rate to income primarily because of
amortization of non-deductible goodwill generated from pre-1996 acquisitions and
the impact of state taxes.
The Company has recognized for financial reporting purposes deferred
tax assets that consist primarily of the tax benefits arising from the unusual
charge. These deferred tax assets are expected to be realized upon the reversal
of existing taxable temporary differences.
Extraordinary Loss
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 associated with the Company's
prior credit facility.
-14-
<PAGE>
Net Income
Net income (loss) for 1998 and 1997 was ($170) and $1,151,
respectively. The Company's net loss for the year ended December 31, 1998 was
materially impacted by the non-recurring unusual charge and the extraordinary
loss discussed previously. There were no such non-recurring items in 1997.
RESULTS OF OPERATIONS - 1997 COMPARED TO 1996
Revenues
Revenues from the U.S., GSR, and Hong Kong grew to $48,891, or 6%, in
1997 from $46,299 in 1996. Additionally, revenues increased by 20% to $56,673 in
1997 from $47,273 in 1996. $3,930, or 42%, of this increase in revenues resulted
from the acquisition of Korea and Taiwan and the creation of TeleServices in
Tampa. An additional $2,878, or 31%, of this increase is attributed to the
inclusion of the results of operations of GSR/SIA for all of 1997 as opposed to
only three months in 1996.
Cost of Revenues
Cost of revenues increased 14% to $34,374 in 1997 from $30,281 in
1996. As a percentage of total revenues, cost of revenues decreased to 61% in
1997 from 64% in 1996. The decrease in cost of revenues, as a percentage of
revenues, reflects the greatly increased revenues in 1997 generated by a
relatively stable workforce. Additionally, change in the mix of business to more
value added engagements contributed to the relative decline in the cost of
revenues.
Selling, General, and Administrative Expenses
Selling, general and administrative expenses ("SG&A") increased to
$16,844 in 1997 from $12,214 in 1996. As a percentage of revenues, SG&A
increased to 30% in 1997 from 26% in 1996. $2,240, or 48%, of the absolute
increase in SG&A can be attributable to the addition of Korea, Taiwan, and the
creation of TeleServices and GSR/SIA being present for an entire year. SG&A
expenditures increased throughout the year as the Company's performance improved
quarter over quarter. Expenditures in 1997 for such items as indirect personnel,
recruitment, placement fees, public relations and promotions, and legal and
accounting fees all exceeded 1996 levels.
Depreciation and Amortization Expense
Depreciation and amortization expense increased 13% to $2,654 in 1997
from $2,353 in 1996. As a percentage of revenues, depreciation and amortization
expense remained approximately at 5% in both 1997 and 1996. The increase in the
absolute amount of depreciation and amortization is principally attributable to
the addition of Korea, Taiwan and the inclusion of GSR/SIA for the full year in
1997.
Provision for Income Taxes
The provision for income taxes for 1997 and 1996 was $976 and $840,
respectively. The provisions in 1997 and 1996 are higher than the amount which
results from applying the federal statutory rate to income primarily because of
the amortization of non-deductible goodwill generated from pre-1996 acquisitions
and the impact of state taxes.
-15-
<PAGE>
Net Income
As a result of the items described above, net income for 1997
increased to $1,151, up from $808 in 1996.
LIQUIDITY AND CAPITAL RESOURCES
As of December 31, 1998, working capital was $3,244, which includes
the recording of $3,000 of contingent purchase price for ORC ProTel and the
amounts due under the separation agreement with the former Chairman (for which
payments were made in the first quarter of 1999). Net cash generated by
operations for 1998 was $2,846 as compared to $2,876 in 1997.
Investing and financing activities for 1998 included capital
expenditures of $1,882 and payments of $12,131 for ProTel and other
acquisitions. Net of borrowings for acquisitions and cash on hand, the Company
decreased its bank borrowings by $1,147 for the year ended December 31, 1998.
Additionally, the Company reduced its capital lease balances by $214 in 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 three
bank syndicate for an increased credit facility of $32,000. The credit facility
provided $12,500 of term notes and up to $19,500 of revolving credit. All debts
outstanding as of June 30, 1998 were 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. As of December 31, 1998, the Company had
$5,752 of additional available credit. In March 1999, the lender amended the
loan agreement to exclude the unusual charge related to the separation agreement
with the Company's former Chairman and CEO and granted a waiver of covenant
defaults which occurred during 1998.
INFLATION AND FOREIGN CURRENCY EXCHANGE
Inflation has not had a significant impact on the Company's operating
results to date, nor does the Company expect it to have a significant impact
through 1999. As the Company continues to expand its international operations,
exposures to gains and losses from foreign currency fluctuations will increase.
The Company may choose to limit such exposure by the purchase of the forward
foreign exchange contracts.
-16-
<PAGE>
READINESS FOR YEAR 2000
The Year 2000 issue concerns the inability of some computer hardware
and software to distinguish between the year 1900 and the year 2000. If not
corrected, the potential exists for computer system failures or miscalculations.
The Company uses computer systems in many aspects of its business, and
Year 2000 problems in such systems, if not corrected, could disrupt operations
and have an adverse impact on the Company's operating results. The Company is
also exposed to the risk that one or more of its vendors or service providers
could experience Year 2000 problems that impact the ability of such vendor or
service provider to provide goods and services. To date, the Company is not
aware of any vendor or service provider Year 2000 issue that would have a
material adverse impact on the Company's operations.
Throughout 1998, the implementation of Year 2000 compliance procedures
at the Company has consisted of: compiling information as to the information
technology (IT) and non-IT systems that are sensitive to the Year 2000 problem;
coordinating with clients, vendors, service providers, and other third parties
who are affected by, or may affect, the Company's plans to address the Year 2000
issue. Additionally, analysis of critical systems to determine which systems are
not Year 2000 compliant and evaluating the costs to repair or replace those
systems have been undertaken by the Company. As potential problems are
identified, affected programs have been modified, or are in the process of being
modified by the Company's system support group to ensure future compliance.
The Company intends to complete the testing of Year 2000 compliance of
its critical systems by the end of April 1999, and of the non-critical systems
by June 30, 1999. The Company estimates that approximately $250 will be needed
to modify or replace its existing software and hardware in order to be Year 2000
compliant. All maintenance and modification costs are expensed as incurred,
while the costs of new systems are being capitalized according to generally
accepted accounting principles. Based upon its analysis to date, management
believes that the Company will be able to continue operations in the year 2000
and beyond without a material adverse effect caused by the Year 2000 problems.
However, the Company may identify unidentified problems during its Year 2000
readiness assessment that could result in such an effect. A worst case scenario
resulting from one or more of the Company's systems being non-compliant might be
an inability to service one or more of our clients until such problem was
corrected. The Company believes that such Year 2000 difficulties experienced by
the Company would be isolated in nature and will not have a material adverse
effect on the Company's operations.
FORWARD-LOOKING STATEMENTS
Certain statements contained in Management's Discussion and Analysis,
and elsewhere in this annual report, are forward-looking statements. The
forward-looking statements are subject to risks and uncertainties, including,
but not limited to, competition, foreign exchange fluctuations, uncertainties of
international economies, and other risk factors discussed in this filing.
-17-
<PAGE>
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
Market risks relating to the Company's operations result primarily
from changes in interest rates and changes in foreign exchange rates. The
Company enters into interest rate swap and cap agreements to minimize the risk
and costs associated with its financial activities. The following table provides
information about the derivative financial instruments and other financial
instruments that are sensitive to changes in interest rates. For debt
obligations, the table presents principal cash flows and related weighted
average interest rates by expected maturity dates. For the interest rate swap
and interest rate cap, the table presents notional amounts and weighted-average
interest rates or strike rates by contractual maturity dates. Notional amounts
are used to calculate the contractual cash flows to be exchanged under the
contract.
<TABLE>
<CAPTION>
INTEREST RATE SENSITIVITY
Principal (Notional) Amount by Expected Maturity
Average Interest (Swap) Rate
There- Fair Value
<S> <C> <C> <C> <C> <C> <C> <C> <C>
1999 2000 2001 2002 2003 After Total 12/31/98
- -------------------------------------------------------------------------------------------------------------------
LIABILITIES
Long-term debt including current portion:
Variable rate debt $9,473 $2,500 $2,500 $2,500 $1,250 - $18,223 $ 18,223
Average interest rate--
LIBOR+2.5%
INTEREST RATE DERIVATIVE FINANCIAL
INSTRUMENTS RELATED TO DEBT
Interest rate swap
Pay fixed/receive variable 2,500 2,500 2,500 2,500 1,250 - 11,250 29
Average pay rate 5% 5% 5% 5% 5%
Average receive rate--
3-month LIBOR
Interest rate cap
Notional amount 3,000 3,000
Strike rate-- 3-month LIBOR 7% 2
- -------------------------------------------------------------------------------------------------------------------
</TABLE>
Item 8. Financial Statements and Supplementary Data
-------------------------------------------
Financial Statements are set forth at Page F-1 at the end of this
Report.
Item 9. Changes in and Disagreements with Accountants on Accounting and
---------------------------------------------------------------
Financial Disclosure
--------------------
None.
-18-
<PAGE>
Item 10. Directors and Executive Officers of the Registrant
--------------------------------------------------
Information regarding the Company's executive officers is set forth in Item
4A of this report.
Directors of the Company
The following contains certain information concerning the current directors
of the Company:
John F. Short, 54, was appointed Chief Executive Officer and Chairman of
the Board of Directors in 1999. Mr. Short joined the Company and was appointed
as its Chief Financial Officer in 1989. He joined the Board of Directors in
1991. Mr. Short was later appointed Vice Chairman in 1992 and President in
1998. Prior to joining ORC, Mr. Short served as the Chief Financial Officer of
Hay Systems, Inc., a wholly owned subsidiary of the Hay Group.
Stephen A. Greyser, 64, has been a director of the Company since 1993.
Professor Greyser is a Professor of Marketing at Harvard Business School, where
he has been on the faculty for over 30 years. Professor Greyser also has been
associated with the Harvard Business Review since 1961 as an editor, research
director, and Editorial Board Secretary and Chairman. Since 1972, Professor
Greyser has been a Trustee of the Marketing Science Institute, a non-profit
business-supported research center in marketing, and from 1972 through 1980 he
served as its Executive Director. From 1985 through 1993, Professor Greyser
served on the Board of Directors of the Public Broadcasting Service, where he
served as Vice Chairman from 1991 through 1993. Professor Greyser serves on the
Board of Directors of Edelman Public Relations Worldwide and the investment
service firm Gruntal & Co. Professor Greyser received an M.B.A. and a D.B.A.
from Harvard University.
James C. Fink, 54, has been a director of the Company since 1991. Dr. Fink
is President of EQUITUS. Before joining EQUITUS, Dr. Fink was Executive Vice
President of the Company, where he developed and led a global practice focused
on corporate brand equity issues. Dr. Fink received a Ph.D. in Economics from
the Pennsylvania State University.
Derek B. Smith, 53, became a director of the Company in 1996. Dr. Smith is
Managing Director of Bannock Consulting Ltd. Prior to joining Bannock, Dr.
Smith was an Executive Director of Dialog plc. Before joining Dialog, Dr. Smith
held various positions over 16 years within The Economist, the last being The
Economist Group President, Asia Pacific. During his tenure with The Economist,
Dr. Smith served as a Non-Executive Director of Dialog plc. Dr. Smith received
a Ph.D. in Economics from University of Nottingham.
Lenard B. Tessler, 46, joined the Board of Directors in July 1997. Mr.
Tessler is a founding partner of TGV Partners, an investment firm specializing
in leveraged acquisitions. Mr. Tessler serves on the Board of Directors of CWT
Specialty Stores, Inc., Data Made Accessable, Inc. and was formerly the Chairman
of the Board for Empire Kosher Poultry, Inc. Mr. Tessler received an MBA from
Fairleigh Dickinson University.
-19-
<PAGE>
James T. Heisler, 52, joined the Company in 1982 and was appointed to the
Board in 1991. Since 1990, Dr. Heisler has held various managerial positions,
and he is currently responsible for the Market Assessment Practice of the U.S.
Research Group. Dr. Heisler received a Ph.D. in Social Psychology from the
Illinois Institute of Technology.
Gregory C. Ellis, 42, was appointed to the Board in April 1999. Mr. Ellis
joined the Company in October 1995 as the Chief Executive Officer of the
Princeton Group. In July 1997 Mr. Ellis was appointed Managing Director - ORC
Automotive Group, and in December 1997, he was promoted to Chief Operating
Officer - ORC Market Research. Prior to joining ORC, Mr. Ellis was Senior Vice
President and General Manager of Testing, Analytics, and Media Services for AC
Nielsen Company. Mr. Ellis holds a M.S.I.A. degree from Carnegie-Mellon
University's Graduate School of Industrial Administration.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Exchange Act requires the Company's executive officers
and directors and persons who own more than ten percent of a registered class of
the Company's equity securities (collectively, the "reporting persons") to file
reports of ownership and changes in ownership with the SEC and to furnish the
Company with copies of these reports. Based on the Company's review of the SEC
copies of these reports received by it, the Company believes that all filings,
required to be made by the reporting persons for 1998 were made on a timely
basis, with the exception of a Form 3 required to be filed by Douglas L. Cox
upon his becoming Chief Financial Officer of the Company, which was filed
approximately one month late.
-20-
<PAGE>
Item 11. Executive Compensation
----------------------
Summary Compensation Table
The following table sets forth, for the Company's last three fiscal years, the
cash compensation paid by the Company, as well as certain other compensation
paid or accrued for those years, to the to the Company's Chief Executive
Officer, and each of the Company's four other most highly compensated executive
officers for 1998 (the "Named Executive Officers").
<TABLE>
<CAPTION>
Long-Term
Annual Compensation Compensation Awards
------------------------------------ ----------------------------------
Other Annual Restricted Shares Subject All Other
Name and Principal Salary Bonus Compensation Stock to Options Compensation
Position Year ($) ($) ($) Award(s) ($) (#) ($) (3)
- ---------------------- ---- ------- ------- ------------ -------------- -------------- -------
<S> <C> <C> <C> <C> <C> <C> <C>
Michael R. Cooper* 1998 410,000 250,000 (1) 0 0 0 85,594 (4)
Chairman and CEO 1997 390,000 162,500 (1) 0 0 235,417 (2) 91,000
1996 390,000 250,000 (1) 0 0 50,000 100,822
John F. Short 1998 290,000 0 0 0 0 54,817 (5)
Vice Chairman 1997 260,000 116,000 0 0 138,542 (2) 42,939
and President 1996 259,135 140,000 0 0 30,000 40,636
Gregory C. Ellis 1998 216,600 0 0 0 0 2,400 (6)
Chief Operating 1997 190,962 100,000 0 0 60,000 2,250
Officer 1996 175,000 60,000 0 0 0 0
James T. Heisler 1998 167,000 20,000 0 0 5,000 1,257 (6)
Exec. Vice President 1997 155,577 15,000 0 0 11,667 (2) 1,279
1996 169,510 0 0 0 0 1,260
James C. Fink** 1998 167,000 0 0 0 10,000 0
Exec. Vice President 1997 155,000 45,000 0 0 11,667 (2) 0
1996 154,798 0 0 0 0 0
</TABLE>
* Dr. Cooper resigned as Director, Chairman, and Chief Executive Officer of
the Company effective February 12, 1999. See "Transaction with Management".
** Dr. Fink resigned as an officer of the Company effective February 19, 1999.
(1) Consists of company payments on behalf of named executive under the Opinion
Research Corporation Deferred Compensation Plan.
(2) Includes options issued in 1993 and 1994 that were canceled and reissued in
December 1997. The reissued options retained all the original attributes
except for expiration dates which are six years
-21-
<PAGE>
from the date of grant for options initially granted in 1993 and seven
years for those options originally granted in 1994. All reissued options
have an exercise price equal to or greater than the market value of the
stock on the date of grant. The number of reissued options for each named
executive were: Dr. Cooper - 145,417; Mr. Short - 78,542; Dr. Fink - 8,167
and Dr. Heisler -8,167.
(3) During 1995, the Company entered into certain agreements with trusts
established for the benefit of the children of Dr. Cooper and Mr. Short.
Under these agreements, the Company pays certain premiums on life insurance
policies on the officers, to which the trusts are the beneficiaries. The
Company is entitled to the repayment of the premiums paid on these
insurance policies upon maturity. The premiums paid on behalf of Dr.
Cooper and Mr. Short by the Company were $74,940 and $48,104 in 1998,
$77,202 and $37,143 in 1997, and $82,311 and $37,142 in 1996, respectively.
(4) Consists of Company payments on behalf of the named executive of $4,352 to
cover the premiums payable on supplemental disability and life insurance
policies, $3,902 reimbursed medical expenses, and a $2,400 Company match
under the Company's Defined Contribution Plan.
(5) Consist of Company payments on behalf of the named executive of $4,313 to
cover the premiums payable on supplemental disability and life insurance
policies and a $2,400 Company match under the Company's Defined
Contribution Plan.
(6) Consists of a Company match under the Company's Defined Contribution Plan
for each named executive.
Stock Option Grants During 1998
The following table contains information concerning the grant of stock
options under the Company's 1997 Stock Incentive Plan (the "Plan") to the Named
Executive Officers. The Company does not have any plans pursuant to which stock
appreciation rights ("SARs") may be granted.
<TABLE>
<CAPTION>
Option Grants in 1998
---------------------
Potential Realizable Value at
at Assumed Annual Rates of
Stock Price Appreciation
Individual Grants for Option Terms (1)
-------------------------------------------------------- --------------------------------
% of Total
Options
Granted To Exercise or
Options Employees Base Price Expiration
Name Granted (#) 1998 ($/Sh)* Date 5% 10%
- --------------------- ----------------- ---------------- --------------- -------------- -------------- --------------
<S> <C> <C> <C> <C> <C> <C>
Michael R. Cooper** 0 0% 0 0 0 0
John F. Short 0 0% 0 0 0 0
Gregory C. Ellis 0 0% 0 0 0 0
James C. Fink*** 5,000 (2) 2.4% $5.875 2/15/05 $11,959 $27,869
James T. Heisler 5,000 (2) 2.4% $5.875 2/15/05 $11,959 $27,869
</TABLE>
-22-
<PAGE>
* All options have an exercise price equal to or greater than the market
price of the Common Stock on the date of grant.
** Dr. Cooper resigned as Director, Chairman and Chief Executive Officer of
the Company effective February 12, 1999. See "Transaction with
Management".
*** Dr. Fink resigned as an officer of the Company effective February 19, 1999.
(1) Illustrates value that might be realized upon exercise of options
immediately prior to the expiration of their term, assuming specified
compounded rates of appreciation on the Common Stock over the term of the
options. Assumed rates of appreciation are not necessarily indicative of
future stock performance.
(2) These Options become exercisable according to the following schedule:
one-third on each of the next three anniversaries of the grant date.
Stock Option Exercises and Holdings During 1998
The following table sets forth information related to options exercised during
1998 by the Named Executive Officers and the number and value of options held at
December 31, 1998, by such individuals. The Company does not have any plan
pursuant to which SARs may be granted.
AGGREGATED OPTION EXERCISES IN 1998
and Option Values at December 31, 1998
--------------------------------------
<TABLE>
<CAPTION>
Number of Value of
Shares Value Unexercised Options at Unexercised Options at
Acquired On Realized December 31, 1998 (#) December 31, 1998 ($)
Name Exercise (#) ($) Exercisable Unexercisable Exercisable Unexercisable
- --------------------- --------------- ----------- ------------- -------------- ------------- --------------
<S> <C> <C> <C> <C> <C> <C>
Michael R. Cooper* 0 0 264,583 76,667 53,125 37,500
John F. Short 0 0 161,375 40,000 32,500 25,000
Gregory C. Ellis 0 0 40,000 40,000 12,083 24,167
James C. Fink** 0 0 10,167 12,333 584 1,167
James T. Heisler 0 0 11,833 5,667 584 1,167
</TABLE>
* Dr. Cooper resigned as Director, Chairman, and Chief Executive Officer of
the Company effective February 12, 1999. See "Transaction with Management".
** Dr. Fink resigned as an officer of the Company effective February 19, 1999.
Compensation of Directors
Each director who is not an employee of the Company (an "outside
director"), and who has served as a member of the Board of Directors for three
or more years (a "Senior Director"), is entitled to receive $20,000 per annum.
All other outside directors are entitled to receive $15,000
-23-
<PAGE>
per annum. In addition, each outside director is paid $5,000 for chairing a
Committee, $1,500 for each Board meeting attended, and $1,250 for each Committee
meeting attended. All directors are also entitled to be reimbursed for
incidental travel expenses incurred in attending Board and Committee meetings.
Pursuant to the Plan, each outside director is automatically granted
options to acquire the "formula number" of shares of Common Stock. The exercise
price for these options is equal to the fair market value of the underlying
shares on the date of grant. The options are non-qualified stock options. The
outside directors' options become exercisable on the first anniversary of the
date of grant provided the outside director is a member of the Board of
Directors on that date. The "formula number" for 1998 was 15,000 shares for
Senior Directors and 5,000 shares for all other outside directors.
EMPLOYMENT AGREEMENTS
Mr. Short has an employment agreement with the Company providing for an
annual salary of $260,000 subject to increase with respect to each fiscal year
during the term of the agreement, to be determined by the Compensation Committee
of the Board of Directors. Mr. Short's annual salary is currently $290,000. In
addition, Mr. Short is eligible to receive additional incentive compensation as
determined by the Compensation Committee of the Board of Directors. The
agreements provide that in the event Mr. Short's employment is terminated by the
Company without cause or Mr. Short terminates the employment for cause (as
defined therein), in addition to his compensation through the date of such
termination, he is to receive an immediate cash payment equal to three times his
annual base compensation.
Effective February 12, 1999, Dr. Cooper resigned from his positions as
Director, Chairman, and Chief Executive Officer of the Company. See
"Transaction with Management". Prior to such time, Dr. Cooper had an employment
agreement with the Company providing for an annual salary of $390,000, subject
to increase with respect to each fiscal year during the term of the agreement,
to be determined by the Compensation Committee of the Board of Directors. Dr.
Cooper's annual salary at the time of his resignation was $410,000. In
addition, Dr. Cooper was eligible to receive additional incentive compensation
as determined by the Compensation Committee of the Board of Directors. The
agreement provides that in the event Dr. Cooper's employment was terminated by
the Company without cause or that he terminated his employment for cause (as
defined therein), in addition to his compensation through the date of such
termination, Dr. Cooper would receive an immediate cash payment equal to five
times his annual base compensation.
Mr. Cox has an employment agreement with the Company providing for an
annual salary of $200,000 subject to increase with respect to each fiscal year
during the term of the agreement (but not before December 31, 1999) to be
determined by the Compensation Committee of the Board of the Directors. Mr.
Cox's annual salary is currently $200,000. In addition, Mr. Cox is eligible to
receive an additional incentive compensation in accordance with short-term
and/or long-term incentive compensation programs established by the Company from
time to time.
-24-
<PAGE>
The agreement provides that in the event Mr. Cox's employment is terminated by
the Company without cause or Mr. Cox terminates his employment for cause (as
defined therein), he is to receive his Base Compensation (as defined in the
Agreement) and, if permitted by the applicable Company plans, medical and life
insurance benefits, until 11 months after the effective date of such
termination.
Compensation Committee Interlocks and Insider Participation
None of the members of the Compensation Committee or the Stock Option
Committee (Principal Officers) are executive officers of the Company.
None of the executive officers of the Company serve on the Board of
Directors of another entity.
Over several years, the Company made loans to each of the named executives
bearing an interest rate of 9.5%. Including accrued interest, the aggregate
amount of indebtedness outstanding for each of the named executives in 1998 was:
Dr. Cooper - $562,816; Mr. Short - $172,394; and Dr. Heisler - $82,382.
The Faculty Group, Inc., of which Professor Greyser is a principal,
received $47,500 in consulting fees and $5,378 in expense reimbursements during
1998.
-25-
<PAGE>
Item 12. Security Ownership of Certain Beneficial Owners and Management
--------------------------------------------------------------
Principal Stockholders
The following table contains certain information regarding the holdings of
each stockholder who was known to the Company to be the beneficial owner, as
defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), of more than 5% of any voting class of the Common Stock at the
close of business on March 31, 1999. Each of the persons named in the table
below as beneficially owning the shares set forth therein has sole voting power
and sole investment power with respect to such shares, unless otherwise
indicated.
<TABLE>
<CAPTION>
Name and Address Amount Percent
of Beneficial Owner Beneficially Owned of Class
- ------------------------------- ------------------ --------
<S> <C> <C>
Michael R. Cooper (1)(2)(3) 782,709 17.36
23 Orchard Road
Skillman, NJ 08558
John F. Short (2)(3)(4) 530,236 12.04
23 Orchard Road
Skillman, NJ 08558
Goldman Sachs Equity (5) 495,800 11.68
Portfolios, Inc. on Behalf of
GS Small Cap Equity Fund
32 Old Slip, 34th Floor
New York, NY 10005
Cumberland Associates (5) 491,000 11.57
1114 Avenue of the Americas
New York, New York 10036
Gruber & McBaine (5) 389,400 9.18
Capital Management
50 Osgood Place
San Francisco, CA 94133
Larry French (6) 225,000 5.30
631-B Coopermine Road
Princeton, NJ 08540
Tom Gombar
4 Mercer Street
Hopewell, NJ 08525
</TABLE>
______________________________
-26-
<PAGE>
(1) Includes 110,000 shares held in trusts established by Dr. Cooper for the
benefit of his children, with Dr. Cooper's wife as one of the co-trustees.
The trustees have entered into a voting trust agreement with Dr. Cooper
pursuant to which Dr. Cooper serves as the voting trustee for the shares
held by such trusts.
(2) Includes 264,599 and 161,375 shares subject to exercisable options
beneficially owned by Dr. Cooper and Mr. Short, respectively.
(3) Does not include 225,000 and 25,530 shares held in trusts for the benefit
of the children of Dr. Cooper and Mr. Short, respectively.
(4) Includes 209,625 shares held by Mr. Short as co-trustee of the Company's
Retirement Plan, over which Mr. Short has sole voting power.
(5) Based solely on information provided to the Company by the beneficial
owners.
(6) Messrs. French and Gombar are trustees of trusts holding an aggregate of
225,000 shares for the benefit of the children of Dr. Cooper.
Security Ownership of Management
The following table sets forth certain information regarding the Common
Stock beneficially owned by each director of the Company, by the Named Executive
Officers, and by all directors and executive officers of the Company as a group,
at the close of business on March 31, 1999. Each of the persons named in the
table below as beneficially owning the shares set forth therein has sole voting
power and sole investment power with respect to such shares, unless otherwise
indicated.
<TABLE>
<CAPTION>
Name of Amount Percent
Beneficial Owner Beneficially Owned of Class
- ------------------------------- ------------------ --------
<S> <C> <C>
Michael R. Cooper** (1)(2)(3) 782,709 17.36
John F. Short (2)(3)(4) 530,236 12.04
James C. Fink*** (2) 149,266 3.51
Gregory C. Ellis (2) 120,000 2.80
James T. Heisler (2) 105,190 2.47
Stephen A. Greyser (2) 81,250 1.88
Lenard B. Tessler (2) 24,900 *
Derek B. Smith (2) 17,000 *
</TABLE>
-27-
<PAGE>
<TABLE>
<CAPTION>
Name of Amount Percent
Beneficial Owner Beneficially Owned of Class
- ------------------------------- ------------------ --------
<S> <C> <C>
All Directors and executive
officers as a group (10 persons) (5)(6) 1,938,551 38.59
- -------------------
</TABLE>
* Denotes less than one percent of applicable class.
** Dr. Cooper resigned as Director, Chairman and Chief Executive Officer
of the Company effective February 12, 1999. See "Transaction with
Management".
*** Dr. Fink resigned as an officer of the Company effective February 19, 1999.
(1) Includes 110,000 shares held in trusts established by Dr. Cooper for the
benefit of his children, with Dr. Cooper's wife as one of the co-trustees.
The trustees have entered into a voting trust agreement with Dr. Cooper
pursuant to which Dr. Cooper serves as the voting trustee for the shares
held by such trusts.
(2) Includes options exercisable as of March 31, 1999 for each of the named
executives and directors: Dr. Cooper - 264,599; Mr. Short - 161,375; Dr.
Fink - 13,500; Dr. Heisler - 11,833; Professor Greyser - 68,750; Mr. Ellis
- 40,000; Mr. Tessler - 10,000; Dr. Smith - 10,000.
(3) Does not include 225,000 and 25,530 shares held in trusts for the benefit of
the children of Dr. Cooper and Mr. Short, respectively.
(4) Includes 209,625 shares held by Mr. Short as co-trustee of the Company's
Retirement Plan, over which Mr. Short has sole voting power.
(5) The 142,000 shares beneficially owned by the executive officers of the
Company and held pursuant to the Company's Retirement Plan are included
only once in the total.
(6) Includes options to purchase a total of 200,000 shares exercisable as of
March 31, 1999. Such options are owned by an officer of the Company, which
options were issued in connection with the purchase of Pro Tel Marketing,
Inc. on January 1, 1998.
-28-
<PAGE>
Item 13. Certain Relationships and Related Transactions
----------------------------------------------
Transaction with Management
On February 12, 1999, the Company reached an Agreement and General Release
(the "Agreement") with Dr. Cooper, pursuant to which Dr, Cooper resigned as
Director, Chairman, and Chief Executive Officer of the Company and agreed to a
buy-out by the Company of his employment contract. The Agreement provides,
among other things, that the Company make a lump sum cash payment of $1,800,000
to Dr. Cooper, and reimburse him, up to a maximum of $50,000, for his reasonable
costs and legal fees incurred in connection with negotiating and executing this
Agreement. In addition, certain exercisable stock options of Dr. Cooper,
allowing him to purchase a total of 145,416 shares of the Common Stock, were
amended to eliminate a 90-day post-termination provision and to provide for an
expiration date of December 31, 1999. Dr. Cooper's remaining 119,183
exercisable stock options were also amended to provide for an expiration date of
December 31, 2000. The original expiration dates of Dr. Cooper's stock options
ranged from January 3, 2002 to December 1, 2004.
-29-
<PAGE>
PART IV
Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K
-----------------------------------------------------------------
(a) The following documents are filed as part of this report.
<TABLE>
<CAPTION>
<S> <C> <C>
1. Financial Statements Page Reference
-------------------- --------------
Report of Independent Auditors. F-1
Consolidated Balance Sheets as of December 31, F-2
1998 and 1997.
Consolidated Statements of Operations for F-3
the years ended December 31, 1998, 1997,
and 1996.
Consolidated Statements of Stockholders' F-4
Equity for the years ended December 31, 1998
1997, and 1996.
Consolidated Statements of Cash Flows for F-5
the years ended December 31, 1998, 1997, and 1996.
Notes to Consolidated Financial Statements. F-6
2. Financial Statement Schedule
----------------------------
Schedule II - Valuation and Qualifying Accounts S-1
</TABLE>
All other schedules for which provision is made in the applicable
accounting regulations of the Securities and Exchange Commission are not
required under the related instructions or are inapplicable or the required
information is given in the Financial Statements or Notes thereto, and therefore
have been omitted.
(b) Reports on Form 8-K
None
-30-
<PAGE>
(c) Exhibits
--------
Exhibit No.
- -----------
3.1 Amended and Restated Certificate of Incorporation of the Registrant -
Incorporated by reference to Exhibit 3.1 to the Registrant's
Registration Statement on Form S-1 (No. 33-68428) filed with the
Securities and Exchange Commission on September 3, 1993 (the "Form S-
1").
3.2 Amended and Restated By-Laws of the Registrant - Incorporated by
reference to Exhibit 3.2 to the Form S-1.
4.1 Rights Agreement, dated September 13, 1996, between the Registrant and
StockTrans, Inc. - Incorporated by reference to Exhibit 1 to the
Registrant's Registration Statement on Form 8-A, filed with the
Securities and Exchange Commission on September 27, 1996.
+4.2 Amendment to Rights Agreement dated August 8, 1998.
9.1 Voting Trust Agreement dated June 23, 1992 between Michael R. Cooper
and the Trustees U/I/T of Michael R. Cooper dated June 18, 1992 f/b/o
Carolyn and Jordan Cooper - Incorporated by reference to Exhibit 9.1
to the Form S-1.
9.2 Voting Trust Agreement dated August 23, 1993 between the Registrant,
Michael R. Cooper and certain members of the Registrant's Senior
Management - Incorporated by reference to Exhibit 9.2 to the Form S-1.
9.3 Voting Trust Agreement by and among Michael R. Cooper and Ruth M.
Cooper, Trustee U/I/T of Michael R. Cooper dated December 23, 1994
f/b/o Carolyn and Jordan Cooper - Incorporated by reference to Exhibit
9.3 to the Registrant's Annual Report on Form 10-K for the year ended
December 31, 1994 (the "1994 10-K").
*10.1 Employment Agreement between the Registrant and Michael R. Cooper.
Incorporated by reference to Exhibit 10.1 to the Registrant's Annual
Report on Form 10-K for the year ended December 31, 1996 (the "1996
10-K").
*10.2 Agreement and General Release, dated February 12, 1999, between the
Registrant and Michael R. Cooper - Incorporated by reference to
Exhibit 10 to the Registrant's Current Report on Form 8-K filed with
the Securities and Exchange Commission on February 16, 1999.
-31-
<PAGE>
*10.3 Employment Agreement between the Registrant and John F. Short.
Incorporated by reference to Exhibit 10.2 to the 1996 10-K.
*+10.4 Amendment to Employment Agreement between the Registrant and John F.
Short dated February 12, 1998.
*+10.5 Employment Agreement between the Registrant and Douglas L. Cox dated
October 26, 1998.
*10.6 Employment Agreement between the Registrant and James T. Heisler.
Incorporated by reference to Exhibit 10.6 to 1994 10-K.
*10.7 Employment Agreement between the Registrant and Gregory C. Ellis.
Incorporated by reference to Exhibit 10.5 to the Registrant's Annual
Report on Form 10-K for the year ended December 31, 1995 (the "1995
10-K").
*10.8 The Registrant's Retirement Plan - Incorporated by reference to
Exhibit 10.7 to the Form S-1.
10.9 1997 Stock Incentive Plan - Incorporated by reference to Exhibit 10.7
to the Registrant's Annual Report on Form 10-K for the year ended
December 31, 1997.
10.10 Lease Agreement dated May 15, 1995 between the Registrant and the
Maumee Woodlands IV Company (Maumee Facility) - Incorporated by
reference to Exhibit 10.15 to the 1995 10-K.
10.11 Lease Agreement dated May 24, 1993 between the Registrant and Computer
Associates International, Inc. (for Princeton facility) - Incorporated
by reference to Exhibit 10.16 to the Form S-1.
10.12 Lease dated February 1, 1984 between Torin (Angel City) Investments
Limited and Davis Schottlander & Davis Limited (for third floor of GSR
facility) - Incorporated by reference to Exhibit 10.19 to the Form S-
1.
10.13 Assignment of Lease dated December 20, 1989 between Torin (Angel City)
Davis Schottlander & Davis Limited and GSR and Lionel Lawrence Gordon,
Esq. and Martin Simmons, Esq. (for third floor of GSR facility) -
Incorporated by reference to Exhibit 10.20 to the Form S-1.
10.14 Lease dated March 24, 1982 between Torin (Angel City) Davis
Schottlander & Davis Limited (for fourth floor of GSR facility) -
Incorporated by reference to Exhibit 10.21 to the Form S-1.
-32-
<PAGE>
10.15 Assignment of Lease dated October 27, 1989 between Davis Schottlander
and Davis Limited and GSR and Lionel Lawrence Gordon, Esq. and Martin
Simmons, Esq. (for fourth floor of GSR facility) - Incorporated by
reference to Exhibit 10.22 to the Form S-1.
10.16 Lease dated August 25, 1994 between the Registrant and H.C.
Properties, USA, Inc. (Tucson Facility) - Incorporated by reference to
Exhibit 10.22 to the 1994 10-K.
+10.17 Lease dated December 13, 1998 between Life Assurance Holding
Corporation Limited and ORC International Limited (UK Facility).
10.18 Asset Purchase Agreement between registrant and Pro Tel Marketing,
Inc. Incorporated by reference to Exhibit 2.1 to the Registrant's
Current Report on Form 8-K filed with the Securities and Exchange
Commission on January 20, 1998.
+10.19 Loan and Security Agreement, dated July 20, 1998, among Chase
Manhattan Bank, the Bank of New York, and First Union National Bank
and Opinion Research Corporation, ORC Inc., and ORC ProTel, Inc.
+21 Subsidiaries of the Registrant.
+23 Consent of Ernst & Young LLP dated March 19, 1999.
+27 Financial Data Schedule (EDGAR only).
- ----------------------------------------------------------------------------
* Constitutes a compensatory plan or arrangement required to be filed as an
exhibit to this report.
+ Previously filed.
-33-
<PAGE>
SIGNATURE
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this Amendment No.1 to be
signed on its behalf by the undersigned, thereunto duly authorized.
OPINION RESEARCH CORPORATION
By: /s/ John F. Short
-------------------------------
John F. Short, Chairman
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below on April 28, 1999 by the following persons on
behalf of the Registrant and in the capacities indicated.
<TABLE>
<CAPTION>
<S> <C>
/s/ John F. Short Principal Executive Officer and Director
- ----------------------------------
John F. Short
/s/ Douglas L. Cox Principal Financial and Accounting Officer
- ----------------------------------
Douglas L. Cox
/s/ James C. Fink Director
- ----------------------------------
James C. Fink
/s/ James T. Heisler Director
- ----------------------------------
James T. Heisler
/s/ Stephen A. Greyser Director
- ----------------------------------
Stephen A. Greyser
/s/ Derek B. Smith Director
- ----------------------------------
Derek B. Smith
/s/ Lenard B. Tessler Director
- ----------------------------------
Lenard B. Tessler
/s/ Gregory C. Ellis Director
- ----------------------------------
Gregory C. Ellis
</TABLE>
-34-
<PAGE>
Report of Independent Auditors
The Board of Directors and Stockholders
Opinion Research Corporation
We have audited the accompanying consolidated balance sheets of Opinion Research
Corporation and Subsidiaries as of December 31, 1998 and 1997, and the related
consolidated statements of operations, stockholders' equity and cash flows for
each of the three years in the period ended December 31, 1998. Our audits also
included the financial statement schedule listed in the Index at Item 14(a).
These financial statements and schedule are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements and schedule based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the consolidated financial position of Opinion
Research Corporation and Subsidiaries at December 31, 1998 and 1997, and the
consolidated results of its operations and its cash flows for each of the three
years in the period ended December 31, 1998 in conformity with generally
accepted accounting principles. Also, in our opinion, the related financial
statement schedule, when considered in relation to the basic financial
statements taken as a whole, presents fairly in all material respects the
information set forth therein.
/s/ ERNST & YOUNG LLP
MetroPark, New Jersey
February 16, 1999
F-1
<PAGE>
OPINION RESEARCH CORPORATION AND SUBSIDIARIES
Consolidated Balance Sheets
(in thousands, except share amounts)
<TABLE>
<CAPTION>
December 31,
----------------------------------
1998 1997
--------------- -------------
<S> <C> <C>
ASSETS
Current Assets:
Cash and cash equivalents $ 1,058 $ 160
Accounts receivable:
Billed 9,457 7,242
Unbilled services 3,383 4,061
-------------- ------------
12,840 11,303
Less: allowance for doubtful accounts 209 170
-------------- ------------
12,631 11,133
Prepaid and other current assets 4,244 2,215
-------------- ------------
Total current assets 17,933 13,508
Property and equipment, net 5,421 5,041
Capitalized production costs, net 67 145
Intangible assets, net 2,134 1,316
Goodwill, net 23,659 11,063
Other assets 1,396 1,407
-------------- ------------
$ 50,610 $ 32,480
============== ============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts payable $ 1,688 $ 960
Accrued expenses 4,695 3,017
Payable for acquisitions 3,000 -
Deferred revenues 2,683 4,024
Short term borrowings 2,623 1,251
-------------- ------------
Total current liabilities 14,689 9,252
Long term debt 15,600 5,090
Deferred income taxes 404 425
Other liabilities 3,226 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, 4,281,747 shares issued and
4,243,889 outstanding in 1998 and 4,231,747
shares issued and 4,193,889 outstanding in 1997 42 42
Additional paid-in capital 14,216 13,976
Retained earnings 2,507 2,677
Accumulated other comprehensive income 112 (149)
Treasury Stock, at cost, 37,858 shares in 1998 and 1997 (186) (186)
-------------- ------------
Total stockholders' equity 16,691 16,360
-------------- ------------
$ 50,610 $ 32,480
============== ============
</TABLE>
See notes to financial statements.
F-2
<PAGE>
OPINION RESEARCH CORPORATION AND SUBSIDIARIES
Consolidated Statements of Operations
(in thousands, except share and per share amounts)
<TABLE>
<CAPTION>
Year Ended December 31,
----------------------------------------------
1998 1997 1996
----------- ----------- ----------
<S> <C> <C> <C>
Revenues $ 73,167 $ 56,673 $ 47,273
Cost of revenues 44,807 34,374 30,281
----------- ----------- ----------
Gross profit 28,360 22,299 16,992
Selling, general and administrative expenses 19,408 16,844 12,214
Depreciation and amortization 4,142 2,654 2,353
Unusual charge 2,470 - -
----------- ----------- ----------
Operating income 2,340 2,801 2,425
Interest expense, net 1,871 674 777
----------- ----------- ----------
Income before income taxes and extraordinary loss 469 2,127 1,648
Provision for income taxes 489 976 840
----------- ----------- ----------
Income (loss) before extraordinary loss (20) 1,151 808
Extraordinary loss on debt refinancing,
net of tax benefit of $133 (150) - -
----------- ----------- ----------
Net income (loss) $ (170) $ 1,151 $ 808
=========== =========== ==========
Income (loss) before extraordinary loss per common share:
Basic $ (0.00) $ 0.28 $ 0.19
=========== =========== ==========
Diluted $ (0.00) $ 0.28 $ 0.19
=========== =========== ==========
Extraordinary loss on debt refinancing per common share:
Basic $ (0.04) $ - $ -
=========== =========== ==========
Diluted $ (0.04) $ - $ -
=========== =========== ==========
Net income (loss) per common share:
Basic $ (0.04) $ 0.28 $ 0.19
=========== =========== ==========
Diluted $ (0.04) $ 0.28 $ 0.19
=========== =========== ==========
Weighted average common shares outstanding:
Basic 4,202,131 4,144,164 4,169,327
Diluted 4,202,131 4,145,866 4,212,952
</TABLE>
See notes to financial statements.
F-3
<PAGE>
OPINION RESEARCH CORPORATION AND SUBSIDIARIES
Consolidated Statements of Stockholders' Equity
(in thousands)
<TABLE>
<CAPTION>
Accumulated
Additional other Total
Common stock paid in Retained comprehensive Treasury stock stockholders'
------------------- ------------------
Shares Amount capital earnings income Shares Amount equity
-------- -------- ---------- -------- ------------- -------- ------- ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Balance, December 31, 1995 4,232 $ 42 $ 14,067 $ 718 $ 125 35 $ (207) $ 14,745
Comprehensive income:
Net income - - - 808 - - - 808
Other comprehensive income:
Foreign currency
translation adjustments - - - - 431 - - 431
----------
Comprehensive income 1,239
Stock repurchase - - - - - 102 (580) (580)
Stock issuance - - (56) - - (49) 297 241
-------- -------- ---------- -------- ------------- -------- ------- ------------
Balance, December 31, 1996 4,232 42 14,011 1,526 556 88 (490) 15,645
Comprehensive income:
Net income - - - 1,151 - - - 1,151
Other comprehensive income:
Foreign currency
translation adjustments - - - - (705) - - (705)
----------
Comprehensive income 446
Stock issuance - - (35) - - (50) 304 269
-------- -------- ---------- -------- ------------- -------- ------- ------------
Balance, December 31, 1997 4,232 42 13,976 2,677 (149) 38 (186) 16,360
Comprehensive income:
Net loss - - - (170) - - - (170)
Other comprehensive income:
Foreign currency
translation adjustments - - - - 261 - - 261
----------
Comprehensive income 91
Stock issuance 50 - 228 - - - - 228
Compensation expense recognized
for stock options - - 12 - - - - 12
-------- -------- ---------- -------- ------------- -------- ------- ------------
Balance, December 31, 1998 4,282 $ 42 $ 14,216 $ 2,507 $ 112 38 $ (186) $ 16,691
======== ======== ========== ======== ============= ======== ======= ============
</TABLE>
See notes to financial statements.
F-4
<PAGE>
OPINION RESEARCH CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
<TABLE>
<CAPTION>
Year Ended December 31,
----------------------------------------------------------------------
1998 1997 1996
-------------------- -------------------- --------------------
<S> <C> <C> <C>
Cash flows from operating activities:
Net income (loss) $ (170) $ 1,151 $ 808
Adjustments to reconcile net income (loss)
to net cash from operating activities:
Depreciation and amortization 4,142 2,654 2,353
Loss (gain) on disposal of fixed assets 120 4 (16)
Extraordinary loss 283 - -
Non-cash portion of unusual charge 198 - -
Provision for doubtful accounts 226 10 30
Deferred income taxes (1,356) (677) 745
Changes in operating assets and liabilities net
of effects from acquisitions,
Billed accounts receivable, net (2,312) 228 (1,536)
Unbilled services 707 (1,236) 922
Other assets (1,086) (379) (1,144)
Accounts payable 755 (1,033) 154
Accrued expenses 1,656 980 (630)
Advanced billing from customers (1,343) 1,216 1,424
Deferred interest payable (1,203) 399
Other liabilities 1,026 1,161 (117)
-------------------- ------------------- --------------------
Net cash provided by operating activities 2,846 2,876 3,392
-------------------- ------------------- --------------------
Cash flows from investing activities:
Payments for acquisitions, net of cash acquired (12,131) (1,382) (3,272)
Proceeds from the sale of fixed assets 142 18 31
Capitalized production costs - - (442)
Capital expenditures (1,882) (1,011) (1,647)
-------------------- ------------------- --------------------
Net cash used in investing activities (13,871) (2,375) (5,330)
-------------------- ------------------- --------------------
Cash flows from financing activities:
Borrowings under line-of-credit agreement 43,108 18,010 23,622
Repayments under line-of-credit agreement (37,125) (17,400) (21,348)
Issuance of note payable 20,093 6,151 1,404
Repayments of note payable (14,194) (7,840) (643)
Repayments under capital lease arrangements (214) (240) (257)
Capital stock repurchased, net - - (339)
Proceeds from issuance of capital stock 228 269 -
-------------------- ------------------- --------------------
Net cash provided by (used in) financing activities 11,896 (1,050) 2,439
-------------------- ------------------- --------------------
Effect of exchange rate changes on cash and cash
equivalents 27 (156) 24
-------------------- ------------------- --------------------
Increase (decrease) in cash and cash equivalents 898 (705) 525
Cash and cash equivalents at beginning of period 160 865 340
-------------------- ------------------- --------------------
Cash and cash equivalents at end of period $ 1,058 $ 160 $ 865
==================== =================== ====================
Non-cash investing and financing activities:
Acquisition of equipment under capital lease $ - $ 55 $ -
==================== =================== ====================
Capital stock issued in connection with acquisitions $ - $ - $ 241
==================== =================== ====================
</TABLE>
See notes to financial statements.
F-5
<PAGE>
OPINION RESEARCH CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1998
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
NATURE OF OPERATIONS AND BASIS OF PRESENTATION
Opinion Research Corporation (the "Company" or "ORC") was established in 1938 to
apply the principles of general public opinion polling to marketing issues
facing America's largest companies. The Company has evolved to provide primary
market research, information services, marketing services, including a focus on
businesses selling primarily to other businesses, and model-based telemarketing.
The Company assists clients in evaluating, monitoring and optimizing the
effectiveness of their marketing and sales. The Company's services and products
address issues such as customer loyalty and retention, market demand and
forecasting, corporate image, competitive positioning, and model-based
telemarketing. The Company operates in two industry and three geographic
segments.
The consolidated financial statements include the accounts of the Company and
its wholly-owned subsidiaries. All intercompany transactions are eliminated
upon consolidation.
REVENUE RECOGNITION
Revenues from professional services are recognized at the time services are
performed on a percentage of completion basis. Invoices to clients are
generated in accordance with the terms of the applicable contract, which may not
be directly related to the performance of services. Unbilled services are
classified as a current asset. Advanced billings from clients in excess of
revenue earned are classified as a current liability. The Company grants credit
primarily to large companies and performs periodic credit evaluations of its
clients' financial condition. The Company does not generally require
collateral. Credit losses relating to clients consistently have been within
management's expectations. As of December 31, 1998, two clients constituted 31%
of net accounts receivable. These clients accounted for 30% of the revenues for
the year ended December 31, 1998. As of December 31, 1997, two clients
constituted 27% of net accounts receivable and accounted for 22% of revenues for
the year ended December 31, 1997. At December 31, 1996, two clients constituted
29% of the Company's total revenues.
USE OF ESTIMATES
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.
F-6
<PAGE>
OPINION RESEARCH CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
CASH EQUIVALENTS
The Company considers as cash equivalents all highly liquid debt instruments
with an original maturity of three months or less when purchased.
PROPERTY AND EQUIPMENT
Property and equipment are stated at cost. Depreciation is provided using the
straight-line method over the estimated useful lives of the related assets (3-10
years). Leasehold improvements are amortized using the straight-line method
over their estimated useful lives or the remaining life of the lease, whichever
is shorter.
IMPAIRMENT OF LONG-LIVED ASSETS
The Company records impairment losses on long-lived assets used in operations or
expected to be disposed when events and circumstances indicate that the assets
might be impaired and the undiscounted cash flows estimated to be generated by
those assets are less than the carrying amounts of those assets.
FINANCIAL INSTRUMENTS
The Company uses interest rate swap and cap agreements to limit the Company's
exposure to interest rate fluctuations. Interest rate differentials to be paid
or received as a result of interest rate swap or cap agreements are accounted
for by recording the net interest received or paid as an adjustment to interest
expense on a current basis. The fair value of the interest rate swap and cap
agreements, as well as gains or losses resulting from market movements, are not
recognized in the financial statements.
FOREIGN CURRENCY TRANSLATION
All assets and liabilities of foreign subsidiaries are translated into U.S.
dollars using the exchange rate in effect at the balance sheet date and for
revenues and expense accounts using a monthly average exchange rate during the
period. The resulting translation adjustments are recorded as a component of
other comprehensive income and are accumulated in stockholder's equity. Because
cumulative translation adjustments are considered a component of permanently
invested unremitted earnings of subsidiaries outside of the United States, no
taxes are provided on such amounts.
F-7
<PAGE>
OPINION RESEARCH CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
STOCK-BASED COMPENSATION
As permitted by FASB Statement No. 123, Accounting for Stock-Based Compensation,
the Company has elected to follow Accounting Principal Board Opinion No. 25,
Accounting for Stock Issued to Employees (APB 25) and related interpretations in
accounting for its employee option plans. Under APB 25, no compensation expense
is recognized at the time of option grant if the exercise price of the Company's
employee stock option equals or exceeds the fair market value of the underlying
common stock on the date of grant.
INCOME TAXES
The Company uses the liability method of accounting for income taxes. Under
this method, deferred tax assets and liabilities are determined based on the
differences between financial statement and tax bases of assets and liabilities
and are measured using the enacted tax rates and laws that are expected to be in
effect when the differences are expected to reverse. Recognition of deferred
tax assets is limited to amounts considered by management to be more likely than
not realized in future periods.
EARNINGS PER SHARE
Basic and diluted earnings per share is calculated in accordance with Statement
No. 128, Earnings per Share. All earnings per share amounts for all periods
have been presented, and where appropriate, restated to conform to the
requirements of Statement 128.
COMPREHENSIVE INCOME
As of January 1, 1998, the Company adopted Statement No. 130, Reporting
Comprehensive Income. Statement 130 establishes new rules for the reporting and
display of comprehensive income and its components. Since this Statement
requires only additional disclosure, there will be no effect on the Company's
results of operations or financial position. Statement 130 requires foreign
currency translation adjustments, which prior to adoption were reported
separately in shareholders' equity, to be included in other comprehensive
income. Prior year financial statements have been reclassified to conform to
the requirements of Statement 130.
F-8
<PAGE>
OPINION RESEARCH CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
SEGMENTS
Effective January 1, 1998, the Company adopted Statement No. 131, Disclosures
about Segments of an Enterprise and Related Information. Statement 131
superceded FASB Statement No. 14, Financial Reporting for Segments of a Business
Enterprise. Statement 131 establishes standards for the way that public
business enterprises report information about operating segments in annual
financial statements and requires that those enterprises report selected
information about operating segments in interim financial reports. Statement
131 also establishes standards for related disclosures about products and
services, geographic areas, and major customers. The adoption of Statement 131
did not affect results of operations or financial position, but did affect the
disclosure of segment information. See Note 16.
IMPACT OF RECENTLY ISSUED ACCOUNTING STANDARDS
In March 1998, the American Institute of Certified Public Accountants issued
Statement of Position 98-1 ("SOP 98-1"), Accounting for the Costs of Computer
Software Developed or Obtained for Internal Use. SOP 98-1 requires companies to
capitalize certain costs of computer software developed or obtained for internal
use and amortize such costs over the software's estimated useful life. The
Company is required to adopt SOP 98-1 for fiscal years beginning after December
15, 1998.
In June 1998, the Financial Accounting Standards Board issued Statement No. 133,
Accounting for Derivative Instruments and Hedging Activities, which is required
to be adopted in years beginning after June 15, 1999. Statement 133 establishes
a new model for accounting for derivatives and hedging activities. The Statement
requires all derivatives be recognized in the statement of financial position as
either assets or liabilities and measured at fair value.
The Company is currently evaluating the effects of adoption of SOP 98-1 and
Statement 133 on the Company's financial position and results of operations.
F-9
<PAGE>
OPINION RESEARCH CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
2. ACQUISITIONS
In 1996, the Company created GSR/SIA, Limited, to purchase the assets of a
division of an information technology company. This operating company is a
wholly owned subsidiary of ORC Holdings, Limited, a holding company created in
1996 to hold the shares of all the Company's U.K. holdings. To that end, the
shares of Gordon Simmons Research Group were exchanged by the Company for shares
in ORC Holdings, Limited. Also during 1996, the Company purchased the stock of
a Chicago based market research company that now serves as part of the Company's
Customer Loyalty & Retention Practice.
In 1997, the Company completed a stock purchase of a company in Korea and the
asset purchase of companies in Taiwan and Mexico. Additionally, Gordon Simmons
Research Group was renamed ORC International, Limited, into which GSR/SIA,
Limited, was merged.
In January 1998, ORC ProTel, Inc. ("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 in the amount of $10,495 has been recorded as
Goodwill to be amortized using the straight-line method over a period of fifteen
years.
In addition, over the years 1998 through 2000, the sellers may earn up to an
additional $10,000 of cash payments, contingent upon ProTel achieving certain
targets for revenues and earnings before interest, income, taxes, depreciation,
and amortization. Based on 1998 operating performance, a payment of $3,000 was
made to the principals in March 1999. The additional consideration has been
recorded as goodwill and is being amortized over the 14 years remaining on the
original goodwill.
F-10
<PAGE>
OPINION RESEARCH CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
2. ACQUISITIONS (CONTINUED)
The unaudited pro forma results of operations for the years ended December 31,
1997 and 1996, which assumes the consummation of the ProTel purchase as of
January 1, 1996, are as follows:
<TABLE>
<CAPTION>
Years Ended December 31,
----------------------------
1997 1996
----------- --------
<S> <C> <C>
Revenues $71,093 $59,341
Net income $ 2,028 $ 1,133
Net income per share:
Basic and diluted $ 0.49 $ 0.27
</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.
3. PROPERTY AND EQUIPMENT
Property and equipment consists of the following:
<TABLE>
<CAPTION>
December 31,
--------------------------
1998 1997
---------- ---------
<S> <C> <C>
Leasehold improvements $ 2,057 $ 1,837
Computer equipment and software 9,494 7,496
Furniture, fixtures, and equipment 3,959 3,330
Equipment under capital lease obligations 366 844
--------- ---------
15,876 13,507
Less accumulated depreciation & amortization 10,455 8,466
--------- ---------
Property and equipment, net $ 5,421 $ 5,041
========== ==========
</TABLE>
Depreciation expense of $2,337, $1,628, and $1,197 was charged to earnings for
the years ended December 31, 1998, 1997, and 1996.
F-11
<PAGE>
OPINION RESEARCH CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
4. INTANGIBLE ASSETS
Intangible assets are as follows:
<TABLE>
<CAPTION>
December 31,
---------------------------
1998 1997
----------- ---------
<S> <C> <C>
Capitalized production costs $ 1,076 $ 1,076
less accumulated amortization 1,009 931
--------- --------
Capitalized production costs, net $ 67 $ 145
========= ========
Intangible assets $ 5,138 $ 3,805
less accumulated amortization 3,004 2,489
--------- --------
Intangible assets, net $ 2,134 $ 1,316
========= ========
Goodwill $ 26,507 $12,699
less accumulated amortization 2,848 1,636
--------- --------
Goodwill, net $ 23,659 $11,063
========= ========
</TABLE>
Amortization expense of capitalized production costs for the years ended
December 31, 1998, 1997, and 1996 was $78, $371, and $226, respectively.
Amortization expense of goodwill and intangible assets for the years ended 1998,
1997 and 1996 was $1,727, $655, and $930, respectively.
5. INCOME TAXES
For financial reporting purposes, income (loss) before income taxes and
extraordinary loss consists of the following:
<TABLE>
<CAPTION>
Year Ended December 31,
-------------------------------------------
1998 1997 1996
------------ ------------ ---------
<S> <C> <C> <C>
United States $ 675 $2,343 $1,973
Foreign (206) (216) (325)
------------ ------------ ---------
$ 469 $2,127 $1,648
============ ============ =========
</TABLE>
F-12
<PAGE>
OPINION RESEARCH CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
5. INCOME TAXES (CONTINUED)
The provision (benefit) for income taxes and extraordinary loss consists of the
following:
<TABLE>
<CAPTION>
Year Ended December 31,
------------------------------------------
1998 1997 1996
--------- --------- ---------
<S> <C> <C> <C>
Current:
Federal $ 1,610 $1,520 $ 84
State 230 117 110
Foreign 5 (14) (70)
--------- --------- ---------
Total current 1,845 1,623 124
--------- --------- ---------
Deferred:
Federal (1,084) (496) 553
State (245) (146) 163
Foreign (27) (5) -
--------- --------- ----------
Total deferred (1,356) (647) 716
--------- --------- ----------
$ 489 $ 976 $ 840
========= ========= ===========
</TABLE>
The difference between tax expense and the amount computed by applying the
statutory federal income tax rate (34%) to income before income taxes and
extraordinary loss is as follows:
<TABLE>
<CAPTION>
Year Ended December 31,
---------------------------------------------
1998 1997 1996
----------- ----------- -------------
<S> <C> <C> <C>
Statutory rate applied to
pre-tax income $ 159 $ 723 $ 560
Add (deduct):
State income taxes, net of federal benefit (10) 77 73
Foreign operating losses for which a tax
benefit has not been recorded 48 55 42
Effect of goodwill amortization 106 107 98
Effect of other non-deductible expenses 120 46 55
Other 66 (32) 12
----------- ----------- -------------
$ 489 $ 976 $ 840
=========== =========== =============
</TABLE>
F-13
<PAGE>
OPINION RESEARCH CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
5. INCOME TAXES (CONTINUED)
The Company's deferred tax liabilities and assets consists of the following
temporary differences:
<TABLE>
<CAPTION>
December 31,
----------------------------------
1998 1997
--------------- --------------
<S> <C> <C>
Deferred tax liabilities:
Capitalized production costs $ (669) $(929)
--------------- --------------
Total deferred tax liabilities (669) (929)
--------------- --------------
Deferred tax assets:
Reserves for doubtful accounts 149 50
Fixed assets 55 117
Compensation 1,186 162
Net operating loss carryforwards 35 110
Valuation allowance (34) (34)
Other 209 99
--------------- --------------
Total deferred tax assets 1,600 504
--------------- --------------
Net deferred tax assets (liabilities) $ 931 $(425)
=============== ==============
</TABLE>
At December 31, 1998, the Company has net short-term deferred tax assets in the
amount of $1,335, which are reported in the balance sheet in prepaid and other
current assets. At December 31, 1998 and 1997, unremitted earnings of foreign
subsidiaries were approximately $240 and $424, respectively. Since it is the
Company's intention to indefinitely reinvest these earnings, no U.S. taxes have
been provided. Determination of the amount of unrecognized deferred tax
liability on these unremitted earnings is not practicable.
Income taxes paid in the U.S. for 1998, 1997, and 1996 were $1,959, $841, and
$677, respectively. Income taxes of $27 were paid in the U.K. in 1998. No income
taxes were paid in the U.K. in 1997 and 1996.
6. DEBT
Debt consists of the following:
<TABLE>
<CAPTION>
December 31,
--------------------------------
1998 1997
-------------- --------------
<S> <C> <C>
Working capital facilities $ 6,973 $ 990
Notes payable 11,250 5,351
-------------- --------------
Total debt 18,223 6,341
Less current maturities 2,623 1,251
-------------- --------------
Long-term portion $15,600 $5,090
============== ==============
</TABLE>
F-14
<PAGE>
OPINION RESEARCH CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
6. DEBT (CONTINUED)
During July 1998, the Company entered into an agreement with a three bank
syndicate for an increased credit facility of $32,000. The credit facility
provided $12,500 of term notes and up to $19,500 of revolving credit. All debts
outstanding as of June 30, 1998 were 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. As of December 31, 1998, the Company had
$5,752 of additional available credit. In March 1999, the lender amended the
loan agreement to exclude the unusual charge related to the separation agreement
with the Company's former Chairman and CEO and granted a waiver of covenant
defaults which occurred during 1998.
As of December 31, 1998, the Company had outstanding $6,973 on the revolving
credit facility and $11,250 remaining on the term loans. The revolving credit
facility carries an interest rate of either the bank's designated base rate
("Base Rate") (7.75% at December 31, 1998) or LIBOR (3-month LIBOR was 5.07% at
December 31, 1998) plus 250 basis points. The term loan also carries a variable
rate of either the bank's designated base rate or LIBOR plus 250 basis points.
In order to reduce the impact on the Company from rising interest rates, the
Company entered into an interest rate swap agreement with a notional amount
equal to the value of the outstanding term notes. The swap agreement effectively
fixed the term note interest rate at 7.24%. The weighted average interest rate
on short term borrowings at December 31, 1998 and 1997, were 7.68% and 9.49%,
respectively. Given that the interest rates on the revolving credit facility and
the notes are based on current market rates, the carrying value of the amounts
due under the credit facility approximates their fair value at December 31,
1998.
Aggregate maturities of debt for the years ending December 31 are as follows:
<TABLE>
<CAPTION>
<S> <C>
1999............................................................. $2,623
2000............................................................. 2,500
2001............................................................. 9,350
2002............................................................. 2,500
2003............................................................. 1,250
</TABLE>
The Company paid interest of $1,527, $679, and $379 during the years ended
December 31, 1998, 1997, and 1996, respectively. Also during 1997, the Company
paid $1,203 of deferred interest associated with the repayment of its
subordinated debt.
F-15
<PAGE>
OPINION RESEARCH CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
7. INTEREST RATE INSTRUMENTS
In 1998, the Company entered into interest rate cap and interest rate swap
agreements to reduce its exposure to fluctuations in interest rates. As of
December 31, 1998, selected information related to such agreements is as
follows:
<TABLE>
<CAPTION>
Notional Amount Maturity Fair Value
-------------------------------- -------------------- ---------------------
<S> <C> <C> <C>
Interest Rate Cap $ 3,000 2001 $ 2
Interest Rate Swap $11,250 2003 $29
</TABLE>
The interest rate cap agreement requires premium payments to the counterparty
based upon the notional principal amount. The interest rate cap agreement
entitles the Company to receive from the counterparty the amounts, if any, by
which the selected market interest rate exceeds the strike rate stated in the
agreement. The Company utilizes interest rate swaps to reduce the impact on
interest expense of fluctuating interest rates on its variable rate debt. Under
the Company's interest rate swap agreement, the Company pays a fixed rate of
interest and receives a 3-month LIBOR floating rate.
8. Leases
Future minimum payments required under capital and operating leases that have
noncancelable lease terms in excess of one year are as follows:
<TABLE>
<CAPTION>
Capital Operating
Leases Leases
------------- --------------
<S> <C> <C>
1999...................................................... $ 87 $ 2,905
2000...................................................... 14 2,887
2001...................................................... - 2,300
2002...................................................... - 1,796
2003...................................................... - 1,315
Thereafter................................................ - 1,425
------------- --------------
Total minimum lease payments.............................. $101 $12,628
==============
Less amounts representing interest........................ 4
-------------
Capitalized lease obligations............................. $ 97
=============
</TABLE>
At December 31, 1998, the current portion of capital lease obligations of $84
was recorded in the balance sheet in accrued expenses. Rent expense under
operating leases was $2,641, $2,178, and $1,480, for the years ended December
31, 1998, 1997 and 1996, respectively. Real estate taxes, insurance and
maintenance expenses generally are obligations of the Company and, accordingly,
are not included as part of rental payments. It is expected that, in the normal
course of business, leases that expire will be renewed or replaced by leases on
similar properties.
F-16
<PAGE>
OPINION RESEARCH CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
9. PENSION
The Company maintains a defined contribution pension and profit sharing plan
covering substantially all employees. Employees may contribute from 1% to 15% of
their annual salary, up to the maximum allowable under the Internal Revenue
Code. The Board of Directors may elect to match employees' contributions or
contribute to the profit sharing plan. Plan assets include 310,625 shares of
common stock of the Company as of December 31, 1998 and 1997. The Company
contributed $95, $104, and $75 to the plan in 1998, 1997, and 1996,
respectively.
10. STOCKHOLDERS' EQUITY
In 1996, the Company repurchased 102,182 shares of the Company's common stock at
a cost of $580. Also, during 1996, 48,949 shares valued at $241 were issued to
the three senior principals of SRC. In December 1997, the Company sold 50,000
shares to a senior executive of the Company for a fair market value of $269. In
November 1998, 50,000 shares were sold to a second senior officer for $228, the
fair market value at the time of the transaction.
11. STOCK OPTIONS
The 1993 Stock Incentive Plan provided for the grant of up to 375,000 options to
purchase common stock to directors and key employees of the Company. The
exercise price of options granted to employees under this plan was at least
equal to the fair market value of the stock on the date of grant. These options
vested equally over a three year period. The plan terminates in August 2003.
The 1994 Stock Incentive Plan provided for the grant of up to 350,000 options to
purchase common stock to directors and key employees of the Company. No employee
could be granted options to acquire more than 100,000 shares of Company common
stock in any one calendar year. The options granted under the 1994 plan had an
exercise price that was at least equal to the fair market value of the stock on
the grant date and were exercisable for seven years. Options granted under this
plan vested equally over a period of three years. The plan terminates on April
25, 2004.
As amended in 1996, each Non-employee Director on the date of the Annual Meeting
of Stockholders is automatically granted options to acquire the "formula number"
of shares of common stock. The option exercise price for these options will be
equal to the fair market value of the underlying shares on the date of the
grant. The options granted under this provision will be non-qualified stock
options. The Non-employee Directors' options will become exercisable on the
first anniversary of the date of grant provided the Non-employee Director is a
member of the Board of Directors on that date. The "formula number" for 1998 and
1997 was 15,000 shares for those Non-employee Directors who have served as a
member of the Board of Directors for a period of three full years or more, and
5,000 shares for all other Non-employee Directors.
F-17
<PAGE>
OPINION RESEARCH CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
11. STOCK OPTIONS (CONTINUED)
Non-employee Directors' options terminate seven years from the date of grant or
90 days after the optionee ceases to serve as a member of the Board of Directors
for any reason. Any options of a Non-employee Director that are not exercisable
when he or she ceases to serve as a member of the Board of Directors will
terminate as of the termination of the Non-employee Director's service on the
Board of Directors.
On June 17, 1997 the shareholders of the Company approved the merger of the 1993
and 1994 Stock Incentive Plans into the 1997 Stock Incentive Plan. This merger
was undertaken in order to simplify administration and record keeping otherwise
required in operating the plans separately. The 1997 Stock Incentive Plan was
also amended to increase the number of shares available for grant from 725,000
to 875,000.
On June 9, 1998, the 1997 Stock Incentive Plan was amended 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 Non-employee Directors from the date of the
annual meeting to January 2 of each year. The 1997 Stock Incentive Plan
terminates on April 16, 2007. Stock option transactions for the 1997 Stock
Incentive Plan (and its predecessors) were as follows:
<TABLE>
<CAPTION>
Number Weighted Average
of Shares Exercise Price
------------- ------------------
<S> <C> <C>
Outstanding balance at December 31, 1995 565,376 $5.82
1996
----
Granted 174,000 $6.50
Canceled (49,084) $5.55
-------------
Outstanding Balance at December 31, 1996 690,292 $6.01
1997
----
Granted 595,206 $5.55
Canceled (327,458) $6.22
-------------
Outstanding Balance at December 31, 1997 958,040 $5.65
1998
----
Granted 236,000 $5.60
Canceled (24,334) $5.61
-------------
Outstanding Balance at December 31, 1998 1,169,706 $5.64
=============
</TABLE>
F-18
<PAGE>
OPINION RESEARCH CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
11. STOCK OPTIONS (CONTINUED)
Included above in the 1997 figures are 307,706 options that were issued in 1993
and 1994, cancelled in December 1997, and reissued in December 1997. The
reissued options retained all of the original attributes except for expiration
dates which are six years from the date of grant for options initially granted
in 1993 and seven years for those options originally granted in 1994. All
reissued options have an exercise price equal to or greater than the market
value of the stock on the date of grant.
Additionally, in December 1997, 200,000 non-plan options were granted to three
senior executives. These non-plan options were issued with an exercise price
equal to the market value of the stock at the date of grant. These options have
a vesting period of three years and a life of seven years. These options are
included in the previously presented option table.
Options exercisable at December 31, 1998, 1997 and 1996 were 733,708, 533,791,
and 386,709, respectively. Exercise prices for options outstanding as of
December 31, 1998 for the plan ranged from $3.63 to $8.00 per share. The
weighted average remaining term of the outstanding options is 4.9 years.
In accordance with the provisions of SFAS No. 123, the Company applies APB 25
and related interpretations in accounting for its stock option plans and,
accordingly, does not recognize compensation expense. If the Company had elected
to recognize compensation expense based on the fair value of the options granted
at grant date as prescribed by SFAS No. 123, net income (loss) and earnings
(loss) per share would have been adjusted to the pro forma amounts indicated in
the table below:
<TABLE>
<CAPTION>
1998 1997 1996
----------- ------------ -------------
<S> <C> <C> <C>
Net income (loss) - as reported....................... ($170) $1,151 $ 808
Net income (loss) pro forma.......................... ($514) $ 593 $ 341
Earnings (loss) per share - as reported............... ($.04) $ .28 $ .19
Earnings (loss) per share - pro forma................. ($.12) $ .14 $ .08
</TABLE>
F-19
<PAGE>
OPINION RESEARCH CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
11. STOCK OPTIONS (CONTINUED)
The fair value of each option grant is estimated on the date of grant using the
Black-Scholes option-pricing model with the following weighted average
assumptions:
<TABLE>
<CAPTION>
1998 1997 1996
----------- ------------ ------------
<S> <C> <C> <C>
Expected dividend yield............................... 0% 0% 0%
Expected stock price volatility....................... 42.3% 40.2% 34.9%
Risk-free interest rate............................... 5.5% 5.5% 5.7%
Expected life of options.............................. 7 years 7 years 7 years
</TABLE>
The weighted average fair value of options granted during 1998 and 1997 were
$2.97 and $2.15 per share, respectively.
12. EARNINGS PER SHARE
The following table sets forth the computation of basic and diluted earnings
(loss) per share:
<TABLE>
<CAPTION>
Years Ended December 31,
----------------------------------------------
1998 1997 1996
------------- ------------ ------------
<S> <C> <C> <C>
(000's omitted, except per share data)
Numerator:
Income (loss) before extraordinary loss ($20) $1,151 $ 808
------------- ------------ ------------
Numerator for basic and diluted earnings per share ($20) $1,151 $ 808
============= ============ ============
Denominator:
Denominator for basic earnings per share,
Weighted-average shares 4,202 4,144 4,169
Effect of dilutive stock options - 2 44
------------- ------------ ------------
Denominator for diluted earnings per share
Adjusted weighted-average shares 4,202 4,146 4,213
============= ============ ============
Basic earnings per share $ .00 $ .28 $ .19
============= ============ ============
Diluted earnings per share $ .00 $ .28 $ .19
============= ============ ============
</TABLE>
Shares attributable to the conversion of convertible debentures were not
included in 1996 as they expired on November 30, 1996.
F-20
<PAGE>
OPINION RESEARCH CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
13. SPLIT-DOLLAR LIFE INSURANCE
During 1995, the Company entered into certain agreements with trusts established
in the names of two officers of the Company. Under these agreements, the Company
pays certain premiums on life insurance policies on the officers, to which the
trusts are the beneficiaries. The Company has been assigned certain rights to
the assets of the trusts as collateral for the premiums paid on these life
insurance policies. The amounts paid by the Company for the premiums on these
policies, an aggregate of $123 and $114 at December 31, 1998 and 1997,
respectively, are included in other assets in the accompanying consolidated
balance sheets. In the event the policies are terminated, the officers have
guaranteed the repayment of the amounts due from their respective trusts, and
have pledged certain of their personal assets to the Company to collateralize
such guarantees (See Note 14).
14. UNUSUAL CHARGE
In the fourth quarter of 1999, the Company took a fourth quarter pre-tax charge
of $2,470 for expenses incurred in relation to an agreement with its former
Chief Executive Officer providing for his resignation as a Director, Chairman,
and Chief Executive Officer of the Company and the buy-out of his pre-existing
employment contract. Included in the pre-tax charge of $2,470 was a write-off of
$186 related to the termination of a split-dollar life insurance policy for this
former officer and the cancellation of the repayment guarantee.
15. EXTRAORDINARY LOSS
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 associated with the Company's prior credit
facility.
16. SEGMENTS
The Company identifies its segments based on the Company's geographic locations
and industries in which the Company operates. The Company currently has three
reportable segments: U.S. Market Research, UK Market Research, and Teleservices,
the Company's model-based telemarketing division. There were no significant
intersegment events which materially affected the financial statements. The
Company measures segment profits as operating profit, which is defined as income
before interest expenses and income taxes. Information on segments and a
reconciliation to consolidated total, are as follows:
F-21
<PAGE>
OPINION RESEARCH CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
16. SEGMENTS (CONTINUED)
<TABLE>
<CAPTION>
U.S. Market UK Market Total
Research Research Teleservices Segments Other Consolidated
- ----------------------------------------------------------------------------------------------------------------------------
Year Ended December 31, 1998:
- -----------------------------------
<S> <C> <C> <C> <C> <C> <C>
Revenues from external customers $40,144 $14,349 $14,986 $69,479 $ 3,688 $73,167
Depreciation and amortization 1,798 632 1,568 3,998 144 4,142
Unusual charge (2,470) (2,470)
Operating income 3,561 253 1,083 4,897 (2,557) 2,340
Interest expense 1,871 1,871
Income (loss) before income taxes
and extraordinary loss $ 469
Total assets $24,044 $ 8,832 $16,259 $49,135 $ 1,769 $50,904
Capital expenditures $ 1,134 $ 421 $ 269 $ 1,824 $ 58 $ 1,882
Year Ended December 31, 1997:
- -----------------------------------
Revenues from external customers $36,726 $14,116 $ 2,377 $53,219 $ 3,454 $56,673
Depreciation and amortization 1,870 647 52 2,569 85 2,654
Operating income (loss) 2,856 (136) (264) 2,456 345 2,801
Interest expense 674 674
Income before income taxes $ 2,127
Total assets $21,182 $ 8,794 $ 1,528 $31,504 $ 976 $32,480
Capital expenditures $ 635 $ 177 $ 154 $ 966 $ 45 $ 1,011
Year Ended December 31, 1996:
- -----------------------------------
Revenues from external customers $35,310 $10,792 - $46,102 $ 1,171 $47,273
Depreciation and amortization 1,822 514 - 2,336 17 2,353
Operating income (loss) 2,643 (200) - 2,443 (18) 2,425
Interest expense 777 777
Income before income taxes $ 1,648
Total assets $22,722 $ 9,757 - $32,479 $ 293 $32,772
Capital expenditures $ 1,515 $ 127 - $ 1,642 $ 5 $ 1,647
- ----------------------------------------------------------------------------------------------------------------------------
</TABLE>
International long-lived assets are $5,960, $5,335 and $5,664 in 1998, 1997, and
1996, respectively. In 1998, revenues from one customer of the Company's
Teleservices segment represented $13,441 of the Company's total revenues. In
1997 and 1996, revenues from one client of the U.S. Market Research segment
represented $9,720 and $11,279 of the Company's total revenues, respectively.
Revenues in the "other" category were generated from the Company's Asia and
Mexico operations. As these segments are not significant, results are not
presented separately.
F-22
<PAGE>
Schedule II - Valuation and Qualifying Accounts
OPINION RESEARCH CORPORATION AND SUBSIDIARIES
(in Thousands of Dollars)
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------
Rule 12-09. Valuation and Qualifying Accounts
- -------------------------------------------------------------------------------------------------------
Additions
--------------------------
Balance at Charged to Charged to Balance
Description beginning costs other account Deductions - at end
of period and expense - describe describe of period
- -------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Year ended December 31, 1998:
Deducted from asset account:
Allowance for Doubtful Accounts $ 170 $ 291 $ 252 (1) $ 209
Accumulated Amortization:
Capitalized Production Costs 931 78 1,009
Goodwill 1,636 1,212 2,848
Intangible Assets 2,489 515 3,004
--------- ---------- --------- --------
Totals $ 5,226 $ 2,096 $ 252 $ 7,070
========= ========== ========= ========
Year ended December 31, 1997:
Deducted from asset account:
Allowance for Doubtful Accounts $ 162 $ 153 $ 145 (1) $ 170
Accumulated Amortization:
Capitalized Production Costs 560 371 931
Goodwill 1,194 442 1,636
Intangible Assets 2,276 213 2,489
--------- ---------- --------- --------
Totals $ 4,192 $ 1,179 $ 145 $ 5,226
========= ========== ========= ========
Year ended December 31, 1996:
Deducted from asset account:
Allowance for Doubtful Accounts $ 129 $ 105 $ 72 (1) $ 162
Accumulated Amortization:
Capitalized Production Costs 334 226 560
Goodwill 806 388 1,194
Intangible Assets 1,734 542 2,276
--------- ---------- --------- --------
Totals $ 3,003 $ 1,261 $ 72 $ 4,192
========= ========== ========= ========
- -------------------------------------------------------------------------------------------------------
</TABLE>
(1) Uncollectible accounts written-off
S-1
