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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(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, 1997
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
---------
OPINION RESEARCH CORPORATION
----------------------------------
(Exact name of registrant as specified in its charter)
Delaware 22-3118960
- ------------------------------- -------------------
(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
--- ---
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 27,
1998, a date within 60 days prior to the date of filing, as quoted on the Nasdaq
National Market, was approximately $19,969,000.*
As of February 27, 1998, 4,193,889 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 1998 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.
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 results and could cause the Company's actual consolidated
results for the first quarter of 1998, 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 is General Motors Corporation ("GM"). The Company's various
contracts with GM accounted for 17%, 25% and 22% of the Company's revenues for
the years ended 1997, 1996 and 1995, respectively. 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'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 its Chairman and certain other 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.
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, and marketing services, including a focus
on businesses selling primarily to other businesses. 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 satisfaction, market demand and forecasting, corporate image,
competitive positioning, and 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 of
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 of 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 and created ORC
TeleServices, a telemarketing company in Tampa, Florida. The year concluded
with the announcement of the acquisition of ProTel Marketing, Inc., a high
quality telemarketing company based in Lansing, Illinois. This acquisition was
completed on January 6, 1998. A Form 8-K was filed on January 20, 1998,
regarding this acquisition.
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 in certain industries, including automotive,
financial services, and telecommunications enables it to provide reliable
customer and market information and advisory services to clients in those
industries. 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 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 was approximately 51% in 1997.
-1-
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 Analysis & 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 will
redefine 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.
-2-
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,
verification 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.
-3-
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:
-4-
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,
conducted for the first time in 1996, 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.
-5-
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 troubleshooting,
database management and structured reporting systems.
MARKETING
In 1997, the Company increased the number of initiatives to further
market its services and products. These include:
Global Corporate Identity Program. The Company established a unified
appearance and design to ensure the consistent delivery of marketing messages
and a uniform graphic treatment around the world.
Marketing and Sales-Support Program. The Company developed and
implemented 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 Bell Atlantic, Coopers & Lybrand, Dean Witter, EDS Corp., GE, General
Motors, Moody's Investor Service, Inc., PNC Bank, SBC, and the U.S. Postal
Service. In 1997, the Company served over 550 clients. For many clients, the
Company performed multiple projects, sometimes for different subsidiaries or
business units of the same client.
In 1997, the Company was engaged by 12 divisions of GM, including GM
Corporate, covering such issues as customer satisfaction, product positioning,
buyer behavior, and brand and corporate image. Collectively, these projects
generated approximately 17% of the Company's revenues. GM has been a client of
ORC's automotive practice, since 1985.
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.
-6-
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.
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.
GEOGRAPHIC SEGMENT INFORMATION
Results of Foreign Operations
----------------------------------------
1997 1996 1995
-------------- ----------- -----------
(DOLLARS IN THOUSANDS)
Revenues from foreign operations $17,570 $11,963 $10,550
% of total Company revenues 31.0% 25.3% 23.9%
Operating income (loss) from foreign operations $ 99 ($215) ($474)
% of total Company operating income (loss) 3.7% N/A 35.3%
Identifiable assets from foreign operations $11,248 $10,077 $ 6,786
% of total Company assets 34.6% 30.8% 23.8%
BACKLOG
As of December 31, 1997, revenues expected to be received by the
Company under its client contracts, which are based on budgeted amounts in those
contracts, were $26,092, as compared to $12,154 as of December 31, 1996. This
increase in backlog is due to the timing associated with the renewal of certain
projects as well as increased sales activity in the fourth quarter of 1997. All
of the 1997 amount is expected to be received by December 31, 1998. 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.
-7-
EMPLOYEES
As of December 31, 1997, the Company employed a total of 357 full-time
employees and maintained a pool of part-time hourly employees in the United
States and the United Kingdom of approximately 1,000 people. The part-time
employees work as telephone interviewers and data processors. Of the full-time
employees, 257 are professionals engaged in direct client service and 100 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
----------
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 has an option to renew
the lease for five years. The Company also leases 3,000 square feet in Chicago,
Illinois. This lease will expire in September 1998. The Company maintains a
telephone interviewing facility in Tucson, Arizona which it opened in November
1994. The lease on the Tucson facility is for 16,000 square feet and expires in
November 2004. ORC's U.K. companies are housed in two leased locations in
London and a third location in Manchester, England. One location is
approximately 16,000 square feet, and the lease for such premises expires in May
2002. The second London lease is for 2,600 square feet and expires December
1998. The Manchester lease is for 2,600 square feet and expires December 1998.
The ORC Automotive Group occupies approximately 25,000 square feet in Maumee
(Greater Toledo), Ohio under a lease that expires in June 2000 and 2,400 square
feet in Detroit, Michigan that expires in May 2000, with a five-year renewal
option.
The Tucson and London centers presently have a combined total of 272
computer assisted telephone interviewing stations. All of these facilities are
equipped with state-of-the-art hardware and software. In a typical telephone
interview, the computer assisted telephone interviewing system prompts the
interviewer's sequence of questions 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.
-8-
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.
Item 3. Legal Proceedings
-----------------
The Company is not a party to any material litigation.
Item 4. Submission of Matters to a Vote of Security Holders
---------------------------------------------------
No matters were submitted to a vote of security holders during the
fourth quarter of the year ended December 31, 1997.
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 1998 Annual Meeting of Shareholders, 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 December 31, 1997.
Name Age Position
---- --- --------
Michael R. Cooper, Ph.D. 51 Chairman, President and Chief
Executive Officer
John F. Short 53 Vice-Chairman, Chief Financial
Officer, Treasurer, and Secretary
Gregory C. Ellis 41 Chief Operating Officer - ORC
Market Research
James C. Fink, Ph.D. 53 Executive Vice President
James T. Heisler, Ph.D. 51 Executive Vice President
-9-
Jeffrey T. Resnick 41 Group Managing Director - ORC
Princeton Group
Gerard Miodus 41 Group Managing Director - ORC
Information Services Group
Nigel Maxfield 40 Group Managing Director - ORC U.K.
Richard Cornelius 36 Deputy Group Managing Director -
ORC U.K.
Dr. Cooper joined the Company as its President and Chief Executive Officer
in 1989, was elected Chairman in 1991, and continues to serve in these
capacities. Dr. Cooper received a Ph.D. in Industrial and Organizational
Psychology from The Ohio State University.
Mr. Short joined the Company as its Chief Financial Officer in 1989 and was
appointed Vice Chairman in 1992.
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.
Dr. Fink joined the Company in 1982. Since 1990, Dr. Fink has held
various managerial positions within the Company and is currently responsible for
the Corporate Reputation and Branding Practice of the Princeton Group. Dr. Fink
received a Ph.D. in Economics from the Pennsylvania State University.
Dr. Heisler joined the Company in 1982. Since 1990, Dr. Heisler has held
various managerial positions, and he is currently responsible for the
Telecommunications and Technology Practice of the Princeton Group. Dr. Heisler
received a Ph.D. in Social Psychology from Illinois Institute of Technology.
Mr. Resnick joined the Company in 1984. Since 1990 Mr. Resnick has
directed the Financial Services Practice for the Princeton Group. In 1996 Mr.
Resnick was appointed Group Managing Director - ORC Princeton Group. Mr.
Resnick holds a Master of Arts degree from Western Michigan University and a
Bachelor of Science degree from the Pennsylvania State University.
-10-
Mr. Miodus joined the Company in 1982. Throughout the years Mr. Miodus has
served in various capacities in the Company's Data Collection arena. In 1997
Mr. Miodus was appointed Group Managing Director - ORC Information Services
Group. Mr. Miodus holds a Bachelor of Arts degree in Economics from Michigan
State University.
Mr. Maxfield joined the Company in 1996 when GSR/SIA purchased the assets
of a division of an information technology company ("SIA"). Mr. Maxfield had
served as a Director of SIA since 1992. In 1997 Mr. Maxfield was appointed
Group Managing Director ORC - U.K. Mr. Maxfield holds a Ph.D. in Mathematics
from the University of Sheffield.
Mr. Cornelius joined Gordon Simmons Research Group in 1984 and directed the
Telecommunications Practice for GSR Group until he became the Deputy Group
Managing Director in 1996. During 1997 Mr. Cornelius was appointed Deputy
Managing Director ORC - U.K. Mr. Cornelius received a Bachelor of Science
degree, with Honors, in Sociology from Kingston University.
-11-
PART II
Item 5. Market for Registrant's Common Equity and Related Stockholder Matters
---------------------------------------------------------------------
Market Information
- ------------------
The Company's Common Stock has been traded on NASDAQ/NMS under the
symbol "ORCI" since the Company's initial public offering on October 26, 1993.
The table below sets forth the high and low closing sales prices for the
Company's Common Stock for each of the four quarters of 1997 and 1996:
High Low
----------- ----------
Calendar Year 1997
- ---------------------------------------------------------
Fourth Quarter $5.750 $3.500
Third Quarter 4.000 3.375
Second Quarter 4.125 3.125
First Quarter 3.875 3.125
Calendar Year 1996
- ---------------------------------------------------------
Fourth Quarter $4.880 $3.130
Third Quarter 7.380 4.000
Second Quarter 7.130 6.250
First Quarter 7.130 5.880
The closing price of the Company's Common Stock on February 27, 1998
was $6.437 per share. As of February 27, 1998, the Company had 55 holders of
record of its Common Stock (approximately 1,100 beneficial shareholders).
Dividends
- ---------
The Company has not paid any dividends on its Common Stock. The
Company currently intends to retain its earnings to finance future growth and
therefore does not anticipate paying dividends on its Common Stock in the
foreseeable future.
-12-
Item 6. Selected Financial Data
Selected Financial Data
(In Thousands, Except Per Share Data)
- -----------------------------------------------------------------------------------------------------------
For the Twelve Months Ended December 31,
--------------------------------------------------------------
1997 1996 1995 1994 1993
-------- -------- -------- -------- --------
Operating Statement Data:
Revenues $ 56,673 $47,273 $ 44,101 $ 39,841 $24,537
Income (loss) from continuing operations(1) 2,801 2,425 (1,341) 3,267 1,380
Extraordinary gain on debt
restructuring, net of tax of $90(2) 365
Net income (loss) $ 1,151 $ 808 ($ 1,669) $ 1,295 $ 841
Weighted average common shares
outstanding (3), (4) 4,144 4,169 4,232 4,232 3,063
Income (loss) before extraordinary
gain per common share $ 0.28 $ 0.19 ($ 0.39) $ 0.31 $ 0.16
Extraordinary gain per common share 0.12
-------- -------- -------- -------- --------
Net income (loss) per common share $ 0.28 $ 0.19 ($ 0.39) $ 0.31 $ 0.28
-------- -------- -------- -------- --------
Adjusted weighted average common shares
and assumed conversions (3), (5) 4,146 4,213 4,874 3,599
Income before extraordinary
gain per diluted share $ 0.28 $ 0.19 $ 0.30 $ 0.16
Extraordinary gain per diluted share $0.10
-------- -------- -------- --------
Net income per diluted share $ 0.28 $ 0.19 $ 0.30 $ 0.26
-------- -------- -------- --------
Balance Sheet Data:
Total assets $ 32,480 $32,772 $ 28,537 $ 30,674 $24,604
Total debt 6,652 7,916 7,372 5,816 4,341
- -----------------------------------------------------------------------------------------------------------
(1) 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.
(2) In June 1993, the Company realized an extraordinary pre-tax gain of $455
resulting from the cancellation of deferred interest in accordance with
an agreement with Arthur D. Little.
(3) The earnings per share amounts prior to 1997 have been restated as
required to comply with Statement of Financial Accounting Standards
No.128, Earnings Per Share.For further discussion of earnings per share
and the impact of Statement No. 128, see notes 1 and 11 to the
consolidated financial statements beginning on page F-6.
(4) The basic earnings per share calculations have given effect to the public
offering of stock by the Company on October 26, 1993 and all related
closing transactions.
(5) 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.
-13-
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, and marketing services, including a focus on businesses selling
primarily to other businesses. 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 satisfaction,
market demand and forecasting, corporate image, competitive positioning, and
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 of 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 of 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 and created ORC
TeleServices, a telemarketing company in Tampa, Florida. The year concluded
with the announcement of the acquisition of ProTel Marketing, Inc., a high
quality telemarketing company based in Lansing, Illinois. This acquisition was
completed on January 6, 1998.
RESULTS OF OPERATIONS - 1997 COMPARED TO 1996
Revenues
Revenues from the U.S., GSR, and Hong Kong grew to $48,891, or 5.6%,
in 1997 from $46,299 in 1996. Additionally, revenues increased by 19.9% to
$56,673 in 1997 from $47,273 in 1996. $3,930, or 41.8% 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 30.6%, 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 13.5% to $34,374 in 1997 from $30,281 in
1996. As a percentage of total revenues, cost of revenues decreased to 60.7% in
1997 from 64.0% 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.
-14-
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 29.7% in 1997 from 25.8% in 1996. $2,240 or 48.4% 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 12.8 % to $2,654 in
1997 from $2,353 in 1996. As a percentage of revenues, depreciation and
amortization expense declined to 4.7% in 1997 from 5.0% in 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 are $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.
Net Income
As a result of the items described above, net income for 1997
increased to $1,151, up from $808 in 1996.
RESULTS OF OPERATIONS - 1996 COMPARED TO 1995
Revenues
Revenues increased by 7.2% to $47,273 in 1996 from $44,101 in 1995.
$974, or 31% of this increase in revenues resulted from the acquisition of
GSR/SIA in London effective October 1, 1996. An additional $848, or 26.7%, of
this increase can be attributed to an increase in the Company's Asian
operations. The remaining increase in revenues was due to a general improvement
in business conditions.
Cost of Revenues
Cost of revenues increased 12.8% to $30,281 in 1996 from $26,854 in
1995. As a percentage of total revenues, cost of revenues increased to 64.0% in
1996 from 60.9% in 1995. The increase in the cost of revenues as a percentage
of total revenues was principally due to a management decision to maintain an
increased workforce despite experiencing delays in certain contract awards.
-15-
Selling, General, and Administrative Expenses
SG&A decreased to $12,214 in 1996 from $12,422 in 1995. As a
percentage of revenues SG&A decreased to 25.8% in 1996 from 28.2% in 1995. The
decline in SG&A was the result of a deliberate strategy to control SG&A costs
and increase the leverage at the SG&A line as the Company continues to expand.
Depreciation and Amortization Expense
Depreciation and amortization expense decreased 12.1% to $2,353 in
1996 from $2,677 in 1995. As a percentage of revenues, depreciation and
amortization expense declined to 5.0% in 1996 from 6.1% in 1995. The decline in
depreciation and amortization was the direct result of the write down of
capitalized production cost in the second quarter of 1995 which were amortized
over three years.
Unusual Charges
There were no unusual charges in 1996. During the second quarter of
1995, the Company announced a plan to restructure and consolidate operations,
concentrate resources, and better position itself to achieve its strategic
growth objectives. This plan resulted in a pre-tax charge of $3,489. This charge
included a $1,958 write-down of capitalized production costs related to products
discontinued as a result of the restructuring; $178 for the disposal of obsolete
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. Management does not anticipate incurring an
additional charge such as this in the foreseeable future.
Interest Expense
Net interest expense increased 4.3% to $777 in 1996 compared to $745
in 1995.
Provision for Income Taxes
The provision/(benefit) for income taxes for 1996 and 1995 are $840
and ($417), respectively. The tax benefit arising from the loss in 1995 was
less than the amount which results from applying the federal statutory rate to
the loss primarily because of foreign losses for which no tax benefit was
currently available. The provision in 1996 is higher than the amount which
results from applying the federal statutory rate to income primarily because of
the amortization of non-deductible goodwill and state taxes.
The Company has recognized for financial reporting purposes deferred
tax assets which consist primarily of a tax net operating loss carryforward.
These deferred tax assets are expected to be realized upon the reversal of
existing taxable temporary differences.
Net Income
Net income (loss) for the periods ending December 31, 1996 and 1995
were $808 and ($1,669), respectively. The Company's net income for the period
ended December 31, 1995 was materially impacted by the non-recurring unusual
item discussed previously. There were no such non-recurring items in 1996.
-16-
LIQUIDITY AND CAPITAL RESOURCES
As of December 31, 1997, working capital was $3,266, an increase of
$3,477 from December 31, 1996. The increase in working capital is due primarily
to the refinancing of $3,000 of subordinated debt and $1,203 of deferred
interest that were classified as current liabilities in 1996. The $1,203
repayment of deferred interest was the principal reason for the Company having
generated less cash from operations in 1997 than 1996. The cash generated from
operations in 1997 was $2,876 as compared to $3,392 in 1996.
Cash used in investing activities for 1997 was $2,375, comprised of
$1,382 in payment for the various acquisitions and $1,011 in capital
expenditures.
In 1997, the Company increased net borrowings from its senior lender
by $1,921. A portion of these funds was used to supplement cash generated from
operations to repay $3,000 of subordinated debt and $1,203 of deferred interest,
to repay principal under capital lease arrangements of $240, and to finance the
acquisitions noted previously.
In March of 1997, the Company negotiated a $15,000 senior debt
facility to be used for acquisitions, capital expenditures, and working capital.
The facility is comprised of a revolving credit line of $9,000 carrying an
interest rate of the bank's designated base rate (the "Base Rate") plus 25 basis
points and five year term notes of $6,000 of which (i.) one-third carries a
fixed interest rate of 10.25%; (ii.) one-third carries a fixed interest rate of
10.00%; and (iii.) one-third carries a variable rate of the Base Rate plus one
hundred and fifty basis points. In conjunction with the purchase of ProTel on
January 6, 1998, the Company's senior lender issued an additional five-year note
for $7,500. This note carries an interest rate of LIBOR plus 275 basis points or
the Base Rate plus 75 basis points. The agreement is for three years from the
date of the amendment and is secured by substantially all of the assets of the
Company. 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.
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 1997. 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 forward foreign
exchange contracts.
-17-
IMPACT OF YEAR 2000
The year 2000 issue is the result of computer programs being written
using two digits rather than four to define the year. Any of the Company's
computer programs that have time-sensitive software may recognize a date using
"00" as the year 1900 rather than the year 2000. This could result in a system
failure or miscalculation causing disruptions of operations, including, among
other things, a temporary inability to process transactions, send invoices, or
engage in similar normal business activities.
The Company has taken steps in recent years to ensure that all new
purchased software is year 2000 compliant. A recently completed internal study
by the Company estimates approximately $250 will be needed to modify or replace
its existing software in order to alleviate the year 2000 issue. The Company
estimates that by the end of 1998 all of its financial and operational computer
systems will be year 2000 compliant.
Item 7A. Quantitative and Qualitative Disclosure About Market Risk
---------------------------------------------------------
Not Applicable.
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-
PART III
Item 10. Directors and Executive Officers of the Registrant
--------------------------------------------------
This information will be contained in the Company's definitive Proxy
Statement with respect to the Company's Annual Meeting of Stockholders, to be
filed with the Securities and Exchange Commission within 120 days following the
end of the Company's fiscal year ended December 31, 1997, and is hereby
incorporated by reference thereto.
Item 11. Executive Compensation
----------------------
This information will be contained in the Company's definitive Proxy
Statement with respect to the Company's Annual Meeting of Stockholders, to be
filed with the Securities and Exchange Commission within 120 days following the
end of the Company's fiscal year ended December 31, 1997, and is hereby
incorporated by reference thereto.
Item 12. Security Ownership of Certain Beneficial Owners and Management
--------------------------------------------------------------
This information will be contained in the Company's definitive Proxy
Statement with respect to the Company's Annual Meeting of Stockholders, to be
filed with the Securities and Exchange Commission within 120 days following the
end of the Company's fiscal year ended December 31, 1997, and is hereby
incorporated by reference thereto.
Item 13. Certain Relationships and Related Transactions
----------------------------------------------
This information will be contained in the Company's definitive Proxy
Statement with respect to the Company's Annual Meeting of Stockholders, to be
filed with the Securities and Exchange Commission within 120 days following the
end of the Company's fiscal year ended December 31, 1997, and is hereby
incorporated by reference thereto.
-19-
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.
1. Financial Statements Page Reference
-------------------- --------------
Report of Independent Auditors. F-1
Consolidated Balance Sheets as of December 31, F-2
1997 and 1996.
Consolidated Statements of Operations for F-3
the years ended December 31, 1997, 1996,
and 1995.
Consolidated Statements of Stockholders' F-4
Equity for the years ended December 31, 1997,
1996, and 1995.
Consolidated Statements of Cash Flows for F-5
the years ended December 31, 1997, 1996, and 1995.
Notes to Consolidated Financial Statements. F-6
2. Financial Statement Schedule
----------------------------
Schedule II - Valuation and Qualifying Accounts S-1
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.
-20-
3. Exhibits
--------
Exhibit No.
- -----------
3.1 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.
3.2 Amended and Restated By-Laws of the Registrant - Incorporated by
reference to Exhibit 3.2 to the Registrant's Registration Statement on
Form S-1 (No. 33-68428) filed with the Securities and Exchange
Commission on September 3, 1993.
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 Registrant's Registration Statement on Form S-1(No. 33-68428)
filed with the Securities and Exchange Commission on September 3,
1993.
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
Registrant's Registration Statement on Form S-1(No. 33-68428) filed
with the Securities and Exchange Commission on September 3, 1993.
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 on Registrant's Form
10-K filed with the Securities and Exchange Commission on March 31,
1995.
*10.1 Employment Agreement between the Registrant and Michael R. Cooper.
Incorporated by reference to Exhibit 10.1 on Registrant's Form 10-K
filed with the Securities and Exchange Commission on March 27, 1997.
*10.2 Employment Agreement between the Registrant and John F. Short.
Incorporated by reference to Exhibit 10.2 on Registrant's Form 10-K
filed with the Securities and Exchange Commission on March 27, 1997.
*10.3 Employment Agreement between the Registrant and James C. Fink.
Incorporated by reference to Exhibit 10.5 on Registrant's Form 10-K
filed with the Securities and Exchange Commission on March 31, 1995.
*10.4 Employment Agreement between the Registrant and James T. Heisler.
Incorporated by reference to Exhibit 10.6 on Registrant's Form 10-K
filed with the Securities and Exchange Commission on March 31, 1995.
-21-
*10.5 Employment Agreement between the Registrant and Gregory C. Ellis.
Incorporated by reference to Exhibit 10.5 on Registrant's Form 10-K
filed with the Securities and Exchange Commission on March 29, 1996.
*10.6 The Registrant's Retirement Plan - Incorporated by reference to
Exhibit 10.7 to the Registrant's Registration Statement on Form S-
1(No. 33-68428) filed with the Securities and Exchange Commission on
September 3, 1993.
10.7 1997 Stock Incentive Plan.
10.8 Lease Agreement dated May 15, 1995 between the Registrant and the
Maumee Woodlands IV Company (Maumee Facility). Incorporated by
reference to Exhibit 10.15 on Registrant's Form 10-K filed with the
Securities and Exchange Commission on March 29, 1996.
10.9 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 Registrant's Registration
Statement on Form S-1(No. 33-68428) filed with the Securities and
Exchange Commission on September 3, 1993.
10.10 Lease dated March 24, 1992 between Torin (Angel City) Investments
Limited and Davis Schottlander & Davis Limited (for second floor of
GSR facility) - Incorporated by reference to Exhibit 10.18 to the
Registrant's Registration Statement on Form S-1(No. 33-68428) filed
with the Securities and Exchange Commission on September 3, 1993.
10.11 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
Registrant's Registration Statement on Form S-1(No. 33-68428) filed
with the Securities and Exchange Commission on September 3, 1993.
10.12 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 second and third floors of
GSR facility) - Incorporated by reference to Exhibit 10.20 to the
Registrant's Registration Statement on Form S-1(No. 33-68428) filed
with the Securities and Exchange Commission on September 3, 1993.
10.13 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 Registrant's
Registration Statement on Form S-1(No. 33-68428) filed with the
Securities and Exchange Commission on September 3, 1993.
-22-
10.14 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 Registrant's Registration Statement
on Form S-1(No. 33-68428) filed with the Securities and Exchange
Commission on September 3, 1993.
10.15 Lease dated August 25, 1994 between the Registrant and H.C.
Properties, USA, Inc. (Tucson Facility) - Incorporated by reference to
Exhibit 10.22 on Form 10-K filed with the Securities and Exchange
Commission on March 31, 1995.
10.16 Asset Purchase Agreement between registrant and Pro Tel Marketing,
Inc. Incorporated by reference to Exhibit 2.1 to the Registrant's
Form 8-K filed with the Securities and Exchange Commission on January
20, 1998.
10.17 Amended and Restated Loan and Security Agreement dated May 8, 1997
among Opinion Research Corporation, ORC TeleScience Corp., ORC, Inc.
and CoreStates Bank, N.A.
10.18 First Amendment and Joinder dated January 7, 1998 to Amended and
Restated Loan and Security Agreement dated May 8, 1997 among Opinion
Research Corporation, ORC TeleScience Corp., ORC, Inc. and ORC ProTel,
Inc. and CoreStates Bank, N.A.
21 Subsidiaries of the Registrant.
(b) Reports on Form 8-K
None.
- --------------------------------------------------------------------------------
* Constitutes a compensatory plan or arrangement required to be filed as an
exhibit to this report
-23-
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
OPINION RESEARCH CORPORATION
By: /s/ Michael R. Cooper
-----------------------------------------
Michael R. Cooper, Chairman
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below on March 23, 1998 by the following persons on
behalf of the Registrant and in the capacities indicated.
/s/Michael R. Cooper Principal Executive Officer and Director
- ----------------------------
Michael R. Cooper
/s/John F. Short Principal Financial and Accounting
- -------------------------------
John F. Short Officer and Director
/s/James C. Fink Director
- ------------------------------
James C. Fink
/s/James T. Heisler Director
- ------------------------------
James T. Heisler
/s/George G. Gordon Director
- ------------------------------
George G. Gordon
-24-
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, 1997 and 1996, and the related
consolidated statements of operations, stockholders' equity and cash flows for
each of the three years in the period ended December 31, 1997. 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, 1997 and 1996, and the
consolidated results of its operations and its cash flows for each of the three
years in the period ended December 31, 1997 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
Princeton, New Jersey
February 6, 1998
F-1
OPINION RESEARCH CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS, EXCEPT SHARE AMOUNTS)
December 31,
----------------------------------
1997 1996
--------------- --------------
ASSETS
Current Assets:
Cash and cash equivalents $ 160 $ 865
Accounts receivable:
Billed 7,242 7,480
Unbilled services 4,061 2,867
--------------- --------------
11,303 10,347
Less: allowance for doubtful accounts 170 162
--------------- --------------
11,133 10,185
Prepaid and other current assets 2,215 2,655
--------------- --------------
Total current assets 13,508 13,705
Property and equipment, net 5,041 5,511
Capitalized production costs, net 145 516
Intangible assets, net 1,316 1,427
Goodwill, net 11,063 10,971
Other assets 1,407 642
--------------- --------------
$ 32,480 $ 32,772
=============== ==============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts payable $ 960 $ 1,979
Accrued expenses 2,800 1,305
Deferred revenues 4,024 2,782
Revolving credit line 990 380
Notes payable 1,251 6,047
Deferred interest payable 1,203
Current maturities of obligations under capital leases 217 220
--------------- --------------
Total current liabilities 10,242 13,916
Long term debt 4,100 993
Long term maturities of obligations under capital leases 94 276
Deferred income taxes 425 1,103
Other liabilities 1,259 839
Stockholders' equity:
Preferred Stock, $.01 par value, 1,000,000 shares authorized,
none issued or outstanding
Common Stock, $.01 par value, 10,000,000 shares authorized,
4,231,747 shares issued and 4,193,889 outstanding in 1997
and 4,231,747 shares issued and 4,143,889 outstanding in 1996 42 42
Additional paid-in capital 13,976 14,011
Retained earnings 2,677 1,526
Foreign currency cumulative translation adjustment (149) 556
Treasury Stock, at cost, 37,858 shares in 1997, 87,858 in 1996 (186) (490)
--------------- --------------
Total stockholders' equity 16,360 15,645
--------------- --------------
$ 32,480 $ 32,772
=============== ==============
See notes to financial statements.
F-2
OPINION RESEARCH CORPORATION AND SUBSIDIARIES
Consolidated Statements of Operations
(in thousands, except share and per share amounts)
Year Ended December 31,
---------------------------------------------------
1997 1996 1995
--------------- --------------- --------------
Revenues $ 56,673 $ 47,273 $ 44,101
Cost of revenues 34,374 30,281 26,854
--------------- --------------- --------------
Gross profit 22,299 16,992 17,247
Selling, general and administrative expenses 16,844 12,214 12,422
Depreciation and amortization 2,654 2,353 2,677
Unusual charge 3,489
--------------- --------------- --------------
Operating income (loss) 2,801 2,425 (1,341)
Interest expense, net 674 777 745
--------------- --------------- --------------
Income (loss) before income taxes 2,127 1,648 (2,086)
Provision (benefit) for income taxes 976 840 (417)
--------------- --------------- --------------
Net income (loss) $ 1,151 $ 808 $ (1,669)
=============== =============== ==============
Net income (loss) per common share:
Basic $ 0.28 $ 0.19 $ (0.39)
=============== =============== ==============
Diluted $ 0.28 $ 0.19
=============== ===============
Weighted average common shares outstanding:
Basic 4,144,164 4,169,327 4,231,812
Diluted 4,145,866 4,212,952
See notes to financial statements.
F-3
OPINION RESEARCH CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
(IN THOUSANDS)
FOREIGN
COMMON STOCK ADDITIONAL CURRENCY TREASURY STOCK TOTAL
------------------- PAID IN RETAINED TRANSLATION ------------------ STOCKHOLDERS'
SHARES AMOUNT CAPITAL EARNINGS ADJUSTMENT SHARES AMOUNT EQUITY
-------- -------- ---------- --------- ----------- -------- -------- -----------
Balance, December 31, 1994 4,232 $ 42 $ 14,067 $ 2,387 $ 199 $ 16,695
Stock repurchase 35 (207) (207)
Foreign currency translation
adjustment (74) (74)
Net loss (1,669) (1,669)
----- -------- -------- -------- -------- -------- -------- --------
Balance, December 31, 1995 4,232 42 14,067 718 125 35 (207) 14,745
Stock repurchase 102 (580) (580)
Stock issuance (56) (49) 297 241
Foreign currency translation
adjustment 431 431
Net income 808 808
----- -------- -------- ------- ------- -------- -------- -------
Balance, December 31, 1996 4,232 42 14,011 1,526 556 88 (490) 15,645
Stock issuance (35) (50) 304 269
Foreign currency translation
adjustment (705) (705)
Net income 1,151 1,151
----- -------- -------- -------- -------- -------- -------- --------
Balance, December 31, 1997 4,232 $ 42 $ 13,976 $ 2,677 $ (149) 38 $ (186) $ 16,360
===== ======== ======== ======== ======== ======== ======== ========
See notes to financial statements.
F-4
OPINION RESEARCH CORPORATION AND SUBSIDIARIES
Consolidated Statements of Cash Flows
(in thousands)
Year Ended December 31,
---------------------------------------------------
1997 1996 1995
-------------- --------------- --------------
Cash flows from operating activities:
Net income (loss) $ 1,151 $ 808 $ (1,669)
Adjustments to reconcile net income (loss) to net cash
from operating activities:
Depreciation and amortization 2,654 2,353 2,677
Loss (gain) on disposal of fixed assets 4 (16) 179
Non-cash portion of unusual charge 2,420
Provision for doubtful accounts 10 30 (46)
Change in operating assets and liabilities net of effects
from acquisitions
Billed accounts receivable 228 (1,536) (678)
Unbilled services (1,236) 922 (383)
Other assets (379) (1,144) (685)
Accounts payable (1,033) 154 (543)
Accrued expenses 980 (630) 234
Advanced billing from customers 1,216 1,424 (1,116)
Deferred interest payable (1,203) 399 361
Deferred income taxes (677) 745 (683)
Other liabilities 1,161 (117) 4
-------------- --------------- --------------
Net cash provided by operating activities 2,876 3,392 72
-------------- --------------- --------------
Cash flows from investing activities:
Payment for acquisitions, net of cash acquired (1,382) (3,272) (891)
Proceeds from the sale of fixed assets 18 31
Capitalized production costs (442) (32)
Capital expenditures (1,011) (1,647) (586)
-------------- --------------- --------------
Net cash used in investing activities (2,375) (5,330) (1,509)
-------------- --------------- --------------
Cash flows from financing activities:
Borrowings under line-of-credit agreement 18,010 23,622 11,009
Repayments under line-of-credit agreement (17,400) (21,348) (11,238)
Issuance of note payable 6,151 1,404 1,410
Repayment of note payable (7,840) (643) (100)
Repayments under capital lease arrangements (240) (257) (324)
Capital stock repurchased, net (339) (207)
Proceeds from issuance of capital stock 269
-------------- --------------- --------------
Net cash provided by (used in) financing activities (1,050) 2,439 550
-------------- --------------- --------------
Effect of exchange rate changes on cash and cash equivalents (156) 24
-------------- --------------- --------------
Increase (decrease) in cash and cash equivalents (705) 525 (887)
Cash and cash equivalents at beginning of period 865 340 1,227
-------------- --------------- --------------
Cash and cash equivalents at end of period $ 160 $ 865 $ 340
============== =============== ==============
Non-cash investing and financing activities:
Acquisition of equipment under capital lease $ 55 $ 777
============== ==============
Capital stock issued in connection with acquisitions $ 241
===============
See notes to financial statements.
F-5
OPINION RESEARCH CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1997
(in thousands, except share and per share amounts)
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
NATURE OF OPERATIONS AND BASIS OF PRESENTATION
Opinion Research Corporation and Subsidiaries (the Company, ORC), which was
founded in 1938, provides market research, marketing services, and business
information services. The Company offers a variety of products and services for
clients in the North American, European, Asian, and Latin American markets. The
Company offers such services as customer satisfaction, market demand and
forecasting, corporate image, competitive positioning, and telemarketing. Some
products such as business panels and shared-cost programs are marketed
independently as well as used by the Company to deliver the above listed
services. The Company operates in one industry segment.
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 are not
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 public 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, 1997, two clients constituted 27%
of net accounts receivable. These clients accounted for 22% of the revenues for
the year ended December 31, 1997. As of December 31, 1996, two clients
constituted 21% of net accounts receivable and accounted for 29% of revenues for
the year ended December 31, 1996. At December 31, 1995, one client constituted
33% of net accounts receivable. Combined revenues for this client accounted for
22% of the Company's revenues for the year ended December 31, 1995.
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
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 (see Note 12).
CAPITALIZED PRODUCTION COSTS
The costs of producing the Company's standardized computer models are
capitalized and amortized using the straight-line method over three years or the
estimated remaining periods for which the models provide future economic
benefits, whichever is shorter. The models are computer software which are
marketed and sold by the Company as separate products, along with research and
business information services. Capitalization of costs begins upon the
establishment of technological feasibility. The establishment of technological
feasibility and the ongoing assessment of recoverability of capitalized costs
require considerable judgment by management with respect to certain factors
including anticipated future gross revenues, estimated economic life and changes
in technology. These factors are considered on a product-by-product basis.
Capitalized production costs were 0, $442, and $32 for the years ended December
31, 1997, 1996 and 1995, respectively. The amortization expense of capitalized
production costs for these same periods was $371, $226, and $683, respectively.
During 1995, the Company recorded a pre-tax write-down of capitalized production
costs of $1,958 (see Note 12).
F-7
OPINION RESEARCH CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
FOREIGN OPERATIONS
The functional currency for the Company's UK subsidiaries is the British Pound.
The functional currencies for Korea, Taiwan and Mexico are the Korean Won, the
New Taiwan Dollar, and the Mexican Peso. The translation into U.S. dollars is
performed for assets and liabilities using the exchange rate in effect at the
balance sheet date and for revenue and expense accounts using a monthly average
exchange rate during the period. Translation adjustments are shown as a
separate component of shareholder's equity. Combined revenue, assets and other
financial information for foreign operations are as follows:
YEAR ENDED DECEMBER 31,
---------------------------------------
1997 1996 1995
------------- ------------ ----------
Revenue $17,570 $11,963 $10,227
Net Income (loss) ($130) ($240) ($606)
DECEMBER 31,
-------------------
1997 1996
------- -------
Assets $11,248 $10,077
Liabilities $ 8,142 $ 7,129
Stockholders' equity $ 3,018 $ 2,948
STOCK-BASED COMPENSATION
As permitted by FASB Statement No. 123, "Accounting for Stock-Based
Compensation" (SFAS 123), 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 files a consolidated federal income tax return. Separate income tax
returns are filed for foreign, state, and local income taxes.
F-8
OPINION RESEARCH CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
EARNINGS PER SHARE
In 1997, the Financial Accounting Standards Board issued Statement No. 128,
Earnings per Share. Statement 128 replaced the calculation of primary and fully
diluted earnings per share with basic and diluted earnings per share. Unlike
primary earnings per share, basic earnings per share excludes any dilutive
effects of options, warrants and convertible securities. Diluted earnings per
share is very similar to the previously reported fully diluted earnings per
share. All earnings per share amounts for all periods have been presented, and
where appropriate, restated to conform to the Statement 128 requirements.
IMPACT OF RECENTLY ISSUED ACCOUNTING STANDARDS
In June 1997, the Financial Accounting Standards Board issued SFAS No. 130,
"Reporting Comprehensive Income," and SFAS No. 131, "Disclosures about Segments
of an Enterprise and Related Information." The Company is required to adopt the
provisions of these Statements in fiscal year 1998. SFAS No. 130 establishes
standards for reporting and display of comprehensive income and its components
in a primary financial statement. The Company is currently evaluating the
reporting formats recommended under this Statement. SFAS No. 131 establishes a
new method by which companies will report operating segment information. This
method is based on the manner in which management organizes the segments within
a company for making operating decisions and assessing performance. The Company
continues to evaluate the provisions of SFAS No. 131 and, upon adoption, the
Company may report operating segments.
2. ACQUISITIONS
On April 29, 1994 the Company purchased the stock of Strategic Research and
Consulting, Inc., (SRC), an Ohio corporation, for a price of $3,000. The
acquisition was accounted for as a purchase and accordingly, the purchase price
was allocated to the assets acquired and liabilities assumed. During 1995, cash
payments totaling $891 were made to the previous owners of SRC as part of the
purchase price which was contingent upon achieving specific performance
criteria. The additional consideration is recorded as goodwill and is being
amortized over the 24 years remaining on the original goodwill. Based on 1995
operating performance, a second payment of $667 was made to the principals of
Strategic Research and Consulting, Inc. during 1996. This payment consisted of
a cash payment of $426 and the issuance of stock valued at $241. This payment
has been recorded as goodwill and is being amortized over the 23 years remaining
on the original goodwill. During 1997, a final cash payment of $171 was made
and recorded as goodwill and is being amortized over 22 years.
F-9
OPINION RESEARCH CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
2. ACQUISITIONS (CONTINUED)
During 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 the Healthcare
Practice for the Company.
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.
3. PROPERTY AND EQUIPMENT
Property and equipment consists of the following:
DECEMBER 31,
----------------------------------
1997 1996
---------------- ----------------
Leasehold improvements $ 1,837 $ 1,714
Computer equipment and software 7,496 6,221
Furniture, fixtures, and equipment 3,330 3,501
Equipment under capital lease obligations 844 1,143
------- -------
13,507 12,579
Less accumulated depreciation & amortization 8,466 7,068
------- -------
Property and equipment, net $ 5,041 $ 5,511
======= =======
4. INTANGIBLE ASSETS
Intangible assets are as follows:
DECEMBER 31,
------------------------
1997 1996
----------- -----------
Capitalized production costs $1,076 $1,076
less accumulated amortization 931 560
------ ------
Capitalized production costs, net $ 145 $ 516
====== ======
F-10
OPINION RESEARCH CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
4. INTANGIBLE ASSETS (CONTINUED)
Intangible assets $ 3,805 $ 3,703
less accumulated amortization 2,489 2,276
------- -------
Intangible assets, net $ 1,316 $ 1,427
======= =======
Goodwill $12,699 $12,165
less accumulated amortization 1,636 1,194
------- -------
Goodwill, net $11,063 $10,971
======= =======
5. INCOME TAXES
For financial reporting purposes, income (loss) before income taxes consists of
the following:
YEAR ENDED DECEMBER 31,
----------------------------------------
1997 1996 1995
-------------- ----------- -----------
United States $2,343 $1,973 ($1,480)
Foreign (216) (325) (606)
------ ------ -------
$2,127 $1,648 ($2,086)
====== ====== =======
The provision (benefit) for income taxes consists of the following:
YEAR ENDED DECEMBER 31,
-----------------------------------------------
1997 1996 1995
------------- --------------- ---------------
Current:
Federal $1,520 $ 84 $ 96
State 117 110 170
Foreign (14) (70)
------ ----- ------
Total current 1,623 124 266
------ ----- ------
Deferred:
Federal (496) 553 (496)
State (146) 163 (187)
Foreign (5)
------ ----- ------
Total deferred (647) 716 (683)
------ ----- ------
$ 976 $ 840 ($417)
====== ===== ======
The difference between tax expense and the amount computed by applying the
statutory federal income tax rate (34%) to income before income taxes is as
follows:
F-11
OPINION RESEARCH CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
5. INCOME TAXES (CONTINUED)
YEAR ENDED DECEMBER 31,
------------------------------------------
1997 1996 1995
-------------- ------------- -----------
Statutory rate applied to pre-tax income (loss) $ 723 $ 560 ($710)
Add (deduct):
State income taxes, net of federal benefit 77 73 (75)
Foreign operating losses for which a tax
benefit has not been recorded 55 42 206
Effect of non-deductible expenses 46 55 20
Effect of goodwill amortization 107 98 61
Decrease in valuation allowance (30)
Other (2) 12 81
----- ----- -----
$ 976 $ 840 ($417)
===== ===== =====
The Company's deferred tax liabilities and assets consists of the following
temporary differences:
DECEMBER 31,
-------------------------------------
1997 1996
-------------------- ---------------
Deferred tax liabilities:
Capitalized production costs $ 929 $1,296
Tax basis adjustment of acquired subsidiary 227
----- ------
Total deferred tax liabilities 929 1,523
----- ------
Deferred tax assets:
Reserves for doubtful accounts 50 44
Fixed assets 117 134
Deferred compensation 162
Net operating loss carryforwards 110 199
Valuation allowance (34) (64)
Other 99 107
----- ------
Total deferred tax assets 504 420
----- ------
Net deferred tax liabilities $ 425 $1,103
===== ======
The Company has fully utilized its U.S. federal tax net operating loss
carryforwards at December 31, 1997. At December 31, 1997 and 1996, unremitted
earnings of foreign subsidiaries were approximately $424 and $170, 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.
F-12
OPINION RESEARCH CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
5. INCOME TAXES (CONTINUED)
Income taxes paid in the U.S. for 1997, 1996, and 1995 were $841, $677, and
$109, respectively.
Income taxes of $383 were paid in the U.K. in 1995. No income taxes were paid
in the U.K. in 1997 and 1996.
6. DEBT
Debt consists of the following:
DECEMBER 31,
----------------------------
1997 1996
---------------- ----------
Working capital facilities $ 990 $2,509
Notes payable to bank 5,351 1,911
Notes payable 3,000
------ ------
Total debt 6,341 7,420
Less current maturities 2,241 6,427
------ ------
Long-term portion $4,100 $ 993
====== ======
At December 31, 1997, the Company had a credit facility with a U.S. bank
totaling $15 million: $9 million of revolving credit and $6 million in three,
five year notes.
As of December 31, 1997, the Company had outstanding $990 on the revolving
credit facility and $5,351 remaining on the term loans. The revolving credit
facility carries an interest rate of the bank's designated base rate ("Base
Rate") (8.5% at December 31, 1997) plus 25 basis points. Of the outstanding
term loans, 2/3 carry fixed interest rates of 10.25% and 10%, respectively. The
remaining 1/3 carries an interest rate of the Base Rate plus one hundred and
fifty basis points. Payments of interest only were required on these notes for
the first six months. The weighted average interest rate on short term
borrowings at December 31, 1997 and 1996, were 9.49% and 8.98%, respectively.
The interest rates on the revolving credit facility and on one of the notes are
based on current market rates. The rates on the remaining two notes were fixed
based on the bank's designated prime rate which has remained unchanged since the
issuance of the notes. Consequently, the carrying value of the amounts due
under the credit facility approximates their fair value at December 31, 1997.
On August 13, 1993, the Company issued a subordinated 10% convertible note for
$3,000. The $3,000 in principal and $1,203 of deferred interest were repaid
from the above mentioned credit facility in May 1997.
On January 6, 1998, the credit facility was extended by the Company's senior
lender to $21 million. An additional term loan was issued for $7.5 million
carrying an interest rate of the Base Rate plus
F-13
OPINION RESEARCH CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
6. DEBT (CONTINUED)
75 basis points or LIBOR plus 275 basis points. The proceeds from this
additional note, as well as drawings on the revolving credit facility, were used
for the purchase of Pro Tel Marketing, Inc. (see Note 14).
Aggregate maturities of debt for the years ending December 31, inclusive of the
term loan discussed above, are as follows:
1998............................................................. $3,074
1999............................................................. 2,917
2000............................................................. 2,917
2001............................................................. 2,867
2002............................................................. 2,066
The Company paid interest of $679, $379, and $445 during the years ended
December 31, 1997, 1996, and 1995, respectively. Also during 1997, the Company
paid $1,203 of deferred interest associated with the repayment of its
subordinated debt.
7. 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 and 317,563
shares of common stock of the Company at December 31, 1997 and 1996,
respectively. The Company contributed $104, $75, and $65 to the plan in 1997,
1996, and 1995, respectively.
8. LEASES
Future minimum payments required under capital and operating leases that have
noncancelable lease terms in excess of one year are as follows:
CAPITAL OPERATING
LEASES LEASES
---------- ------------
1998...................................................... $227 $2,100
1999...................................................... 87 1,827
2000...................................................... 12 1,750
2001...................................................... 1,478
2002...................................................... 1,100
Thereafter................................................ 992
---- ------
Total minimum lease payments.............................. $326 $9,247
======
F-14
OPINION RESEARCH CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
8. LEASES (CONTINUED)
Less amounts representing interest........................ 15
----
Capitalized lease obligations............................. 311
Less current portion...................................... 217
----
Long term portion......................................... $ 94
====
Rent expense under operating leases was $2,178, $1,480, and $1,641, for the
years ended December 31, 1997, 1996 and 1995, 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.
9. STOCKHOLDERS' EQUITY
On May 8, 1995, the Board of Directors authorized the Company to buy back up to
500,000 shares of the Company's common stock. During the fourth quarter of 1995,
the Company repurchased 34,625 shares at a cost of $207. During 1996 the Company
repurchased 102,182 shares at a cost of $580. Also, during 1996, 48,949 shares
valued at $241 were issued to the three senior principals of SRC (see Note 2).
In December 1997, the Company sold 50,000 shares to a senior executive of the
Company for $269, the fair market value at the time of the transaction.
10. STOCK OPTIONS
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.
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.
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
F-15
OPINION RESEARCH CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
10. STOCK OPTIONS (CONTINUED)
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 1997
and 1996 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.
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. 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:
NUMBER WEIGHTED AVERAGE
OF SHARES EXERCISE PRICE
--------------- ---------------------
Outstanding balance at December 31, 1994 371,958 $6.35
1995
- -----
Granted 246,750 $5.11
Canceled (53,332) $6.16
--------
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
========
F-16
OPINION RESEARCH CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
10. 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, 1997, 1996 and 1995 were 533,791, 386,709,
and 305,536, respectively. Exercise prices for options outstanding as of
December 31, 1997 for the plan ranged from $3.63 to $8.38 per share. The
weighted average remaining term of the outstanding options is 5.76 years.
During 1995 the Board of Directors voted to reduce the exercise price of the
options granted prior to 1994 from $8.00 to $5.875 per share.
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 reduced to the pro forma amounts
indicated in the table below:
1997 1996 1995
--------- ----------- -----------
Net income (loss) - as reported................................ $1,151 $ 808 $(1,669)
Net income (loss) - pro forma.................................. $ 593 $ 341 $(1,817)
Earnings (loss) per share - as reported........................ $ .28 $ .19 $ (0.39)
Earnings (loss) per share - pro forma.......................... $ .14 $ .08 $ (0.42)
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:
1997 1996 1995
---------- ----------- -----------
Expected dividend yield........................................ 0% 0% 0%
Expected stock price volatility................................ 40.2% 34.9% 34.9%
Risk-free interest rate........................................ 5.5% 5.7% 7.6%
Expected life of options....................................... 7 years 7 years 7 years
F-17
OPINION RESEARCH CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
10. STOCK OPTIONS (CONTINUED)
The weighted average fair value of options granted during 1997 and 1996 were
$2.15 and $3.17 per share, respectively.
11. EARNINGS PER SHARE
- -
The following table sets forth the computation of basic and diluted earnings
(loss) per share:
Twelve Months Ended December 31,
-----------------------------------------
1997 1996 1995
------------ ------------ -------------
(000's omitted, except per share data)
Numerator:
Net income (loss) $1,151 $ 808 ($1,669)
------ ------ -------
Numerator for basic and diluted earnings per share $1,151 $ 808 ($1,669)
====== ====== =======
Denominator:
Denominator for basic earnings per share
weighted-average shares 4,144 4,169 4,232
Effect of dilutive stock options 2 44
------ ------
Denominator for diluted earnings per share
adjusted weighted-average shares 4,146 4,213
====== ======
Basic earnings per share $ 0.28 $ 0.19 ($0.39)
====== ====== =======
Diluted earnings per share $ 0.28 $ 0.19
====== ======
Shares attributable to the conversion of convertible debentures were not
included in 1996 as they expired on November 30, 1996, nor 1995, as their
effect was anti-dilutive.
12. UNUSUAL CHARGE
During the second quarter of 1995, the Company announced a plan to restructure
and consolidate operations, concentrate resources, and better position itself to
achieve its strategic growth objectives. This plan resulted in a pre-tax charge
of $3,489 in 1995. This charge included a $1,958 write-down of capitalized
production costs; $178 for the disposal of obsolete fixed assets; $460 of
impaired intangible assets associated with previous acquisitions; $380 in
severance costs; $414 provision for the abandonment of leases; and other
miscellaneous charges of $99.
F-18
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 $292 and $178 at December 31, 1997 and 1996,
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.
14. SUBSEQUENT EVENTS
Pursuant to an Asset Purchase Agreement dated January 6, 1998, ORC ProTel
("ProTel"), a newly created subsidiary of the Company, purchased certain assets
(not including cash or accounts receivable) and assumed certain liabilities of
Pro Tel Marketing, Inc. The acquisition was accounted for as a purchase and
accordingly, the purchase price was allocated to the assets acquired and
liabilities assumed. The purchase price was comprised of a $10,000 cash payment
and 400,000 options to purchase common shares of the Company's stock, with the
provision that such options may, at the option of the holders, be returned to
the Company for cash payment of $2,000 on the second anniversary of the closing.
The fair value of these options was $1,691 at the acquisition date. 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 next three years, the
sellers may earn up to an additional $10,000 of cash payments, contingent upon
ProTel achieving certain future targets for revenues and earnings before
interest, income taxes, depreciation, and amortization.
F-19
Schedule II - Valuation and Qualifying Accounts
OPINION RESEARCH CORPORATION AND SUBSIDIARIES
(in Thousands of Dollars)
- -------------------------------------------------------------------------------------------------------------------------
Rule 12-09. Valuation and Qualifying Accounts
- -------------------------------------------------------------------------------------------------------------------------
Additions
Balance at -------------------------------------
Description beginning Charged to costs Charged to other Deductions - Balance at
of Period and Expenses accounts - describe describe End of Period
- -------------------------------------------------------------------------------------------------------------------------
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
------ ------ ------ ------ -------
Year ended December 31, 1995:
Deducted from asset account:
Allowance for Doubtful Accounts $ 166 $ 26 $ 63(1) $ 129
Accumulated Amortization:
Capitalized Production Costs 1,604 683 1,953(2) 334
Goodwill 638 297 129(2) 806
Intangible Assets 1,208 526 1,734
------ ------ ------ ------ -------
Totals $3,616 $1,532 $2,145 $ 3,003
------ ------ ------ ------ -------
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(1) Uncollectible accounts written-off
(2) Write-off as unusual charge in second quarter
S-1
OPINION RESEARCH CORPORATION
Annual Report on Form 10-K
EXHIBIT INDEX
Exhibit No.
- -----------
3.1 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.
3.2 Amended and Restated By-Laws of the Registrant - Incorporated by
reference to Exhibit 3.2 to the Registrant's Registration Statement on
Form S-1 (No. 33-68428) filed with the Securities and Exchange
Commission on September 3, 1993.
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 Registrant's Registration Statement on Form S-1(No. 33-68428)
filed with the Securities and Exchange Commission on September 3,
1993.
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
Registrant's Registration Statement on Form S-1(No. 33-68428) filed
with the Securities and Exchange Commission on September 3, 1993.
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 on Registrant's Form 10-K filed with the Securities and Exchange
Commission on March 31, 1995.
10.1 Employment Agreement between the Registrant and Michael R. Cooper.
Incorporated by reference to Exhibit 10.1 on Registrant's Form 10-K
filed with the Securities and Exchange Commission on March 27, 1997.
10.2 Employment Agreement between the Registrant and John F. Short.
Incorporated by reference to Exhibit 10.2 on Registrant's Form 10-K
filed with the Securities and Exchange Commission on March 27, 1997.
10.3 Employment Agreement between the Registrant and James C. Fink.
Incorporated by reference to Exhibit 10.5 on Registrant's Form 10-K
filed with the Securities and Exchange Commission on March 31, 1995.
10.4 Employment Agreement between the Registrant and James T. Heisler.
Incorporated by reference to Exhibit 10.6 on Registrant's Form 10-K
filed with the Securities and Exchange Commission on March 31, 1995.
10.5 Employment Agreement between the Registrant and Gregory C. Ellis.
Incorporated by reference to Exhibit 10.5 on Registrant's Form 10-K
filed with the Securities and Exchange Commission on March 29, 1996.
10.6 The Registrant's Retirement Plan - Incorporated by reference to
Exhibit 10.7 to the Registrant's Registration Statement on Form S-
1(No. 33-68428) filed with the Securities and Exchange Commission on
September 3, 1993.
10.7 1997 Stock Incentive Plan.
10.8 Lease Agreement dated May 15, 1995 between the Registrant and the
Maumee Woodlands IV Company (Maumee Facility). Incorporated by
reference to Exhibit 10.15 on Registrant's Form 10-K filed with the
Securities and Exchange Commission on March 29, 1996.
10.9 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 Registrant's Registration
Statement on Form S-1(No. 33-68428) filed with the Securities and
Exchange Commission on September 3, 1993.
10.10 Lease dated March 24, 1992 between Torin (Angel City) Investments
Limited and Davis Schottlander & Davis Limited (for second floor of
GSR facility) - Incorporated by reference to Exhibit 10.18 to the
Registrant's Registration Statement on Form S-1(No. 33-68428) filed
with the Securities and Exchange Commission on September 3, 1993.
10.11 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
Registrant's Registration Statement on Form S-1(No. 33-68428) filed
with the Securities and Exchange Commission on September 3, 1993.
10.12 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 second and third floors of
GSR facility) - Incorporated by reference to Exhibit 10.20 to the
Registrant's Registration Statement on Form S-1(No. 33-68428) filed
with the Securities and Exchange Commission on September 3, 1993.
10.13 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 Registrant's
Registration Statement on Form S-1(No. 33-68428) filed with the
Securities and Exchange Commission on September 3, 1993.
10.14 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 Registrant's Registration Statement
on Form S-1(No. 33-68428) filed with the Securities and Exchange
Commission on September 3, 1993.
10.15 Lease dated August 25, 1994 between the Registrant and H.C.
Properties, USA, Inc. (Tucson Facility) - Incorporated by reference to
Exhibit 10.22 on Form 10-K filed with the Securities and Exchange
Commission on March 31, 1995.
10.16 Asset Purchase Agreement between registrant and Pro Tel Marketing,
Inc. Incorporated by reference to Exhibit 2.1 to the Registrant's
Form 8-K filed with the Securities and Exchange Commission on January
20, 1998.
10.17 Amended and Restated Loan and Security Agreement dated May 8, 1997
among Opinion Research Corporation, ORC TeleScience Corp., ORC, Inc.
and CoreStates Bank, N.A.
10.18 First Amendment and Joinder dated January 7, 1998 to Amended and
Restated Loan and Security Agreement dated May 8, 1997 among Opinion
Research Corporation, ORC TeleScience Corp., ORC, Inc. and ORC ProTel,
Inc. and CoreStates Bank, N.A.
21 Subsidiaries of the Registrant.
(b) Reports on Form 8-K
None.