-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, MMsSASsqzZybkW15ckrMuuhRQdzG1IsKUN5Dk2caobbyxhoaz7c6oSUelpG/URIE 14XgfFKeXEZsFBgfTGE57w== 0000893220-06-000413.txt : 20060302 0000893220-06-000413.hdr.sgml : 20060302 20060302081305 ACCESSION NUMBER: 0000893220-06-000413 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060302 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060302 DATE AS OF CHANGE: 20060302 FILER: COMPANY DATA: COMPANY CONFORMED NAME: OPINION RESEARCH CORP CENTRAL INDEX KEY: 0000911673 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-ENGINEERING, ACCOUNTING, RESEARCH, MANAGEMENT [8700] IRS NUMBER: 223118960 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-14927 FILM NUMBER: 06657854 BUSINESS ADDRESS: STREET 1: 600 COLLEGE ROAD EAST STREET 2: SUITE 4100 CITY: PRINCETON STATE: NJ ZIP: 08540 BUSINESS PHONE: 609-452-5272 MAIL ADDRESS: STREET 1: 600 COLLEGE ROAD EAST STREET 2: SUITE 4100 CITY: PRINCETON STATE: NJ ZIP: 08540 8-K 1 w18112e8vk.txt FORM 8-K FOR OPINION RESEARCH CORPORATION ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------------- FORM 8-K ---------------- CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): MARCH 2, 2006 ---------------- OPINION RESEARCH CORPORATION (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) ----------------
DELAWARE 1-14927 22-3118960 (STATE OR OTHER JURISDICTION (COMMISSION FILE NUMBER) (I.R.S. EMPLOYER OF INCORPORATION) IDENTIFICATION NO.)
600 COLLEGE ROAD EAST, SUITE 4100, PRINCETON, NEW JERSEY 08540 (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE) REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (609) 452-5400 Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) ================================================================================ ITEM 2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION On March 2, 2006, Opinion Research Corporation (the "Company") issued a press release announcing its financial results for the quarter and year ended December 31, 2005. A copy of the press release is furnished as Exhibit 99.1 to this report. The information in this report, including Exhibit 99.1, is furnished pursuant to Item 2.02 and shall not be deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing. ITEM 9.01. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS (c) Exhibits Exhibit 99.1: Press Release dated March 2, 2006 regarding financial results for the quarter and year ended December 31, 2005. -2- SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. OPINION RESEARCH CORPORATION Date: March 2, 2006 By: /s/ Douglas L. Cox ----------------------------------- Name: Douglas L. Cox Title: Executive Vice President and Chief Financial Officer -3- EXHIBIT INDEX
Exhibit No. Description - ----------- ----------- 99.1 Press Release dated March 2, 2006 regarding financial results for the quarter and year ended December 31, 2005
-4- EX-99.1 2 w18112exv99w1.txt PRESS RELEASE DATED MARCH 2, 2006 Exhibit 99.1 OPINION RESEARCH CORPORATION FOR IMMEDIATE RELEASE Company Contact: Douglas L. Cox Executive Vice President Chief Financial Officer Opinion Research Corporation 609-452-5274 OPINION RESEARCH REPORTS RESULTS FOR 2005 ----------------------------------------- PRINCETON, N.J. -- MARCH 2, 2006 -- Opinion Research Corporation (NASDAQ: ORCI), today announced financial results for the fourth quarter and the year ended December 31, 2005. Revenues for the full year 2005 were $190 million, an increase of 6% from $179 million in 2004. Income from continuing operations was $1.6 million, as compared to $1.5 million in 2004. As previously announced, effective December 31, 2005, our teleservices segment was sold and we are in the process of closing certain non-strategic market research operations. The results of these units are reported as discontinued operations. REVENUES Social research revenues in 2005 were $138 million, increasing 7% from $128 million in 2004. Market research revenues totaled $52 million as compared to $51 million in 2004, an increase of 3%. Revenues for the last quarter of 2005 were $48.4 million, increasing 6% from $45.6 million in the prior year's fourth quarter. Social research revenues were $33.7 million, an increase of 4%, as compared to $32.3 million in last year's fourth quarter. Market research revenues totaled $14.7 million, increasing 11% from $13.3 million in the prior year's fourth quarter. INCOME FROM CONTINUING OPERATIONS Income from continuing operations was $1.6 million in 2005 as compared to $1.5 million in 2004. Income from continuing operations in both years was reduced by refinancing related loan fee write-offs and in 2005 by the write-off of the costs of an abandoned equity offering, which together totaled $1.6 million in both years. Income from continuing operations was $266,000 for the fourth quarter as compared to $580,000 in the prior year's fourth quarter. A principal reason for the lower results in the quarter was the interest on subordinated debt issued in July, 2005, offset in part with interest savings from the 2005 refinancing and debt repayments. DISCONTINUED OPERATIONS The loss from discontinued operations was $6.2 million in 2005 versus income of $911,000 in 2004. The loss from discontinued operations was $1.6 million in the fourth quarter versus income of $144,000 in the prior year's fourth quarter. The results in 2005 included a loss from the disposition of the discontinued operations in the fourth quarter and a goodwill impairment charge in the third quarter that impacted income by $1.1 million and $3.6 million respectively. Both of these items relate to the teleservices segment. INCOME PER COMMON SHARE Including a charge of $1.66 per diluted share for the previously reported redemption of the LLR interests and including a charge of $0.28 for the refinancing and equity offering write-offs discussed above, loss from continuing operations for the full year was $1.39 per diluted share as compared to income of $0.24 per diluted share in 2004, which includes a charge of $0.25 for the refinancing write-offs discussed above. See the following table:
2004 2005 ------ ------ Diluted earnings per share: Income (loss) from continuing operations $0.24 $(1.39) Income (loss) from continuing operations includes: Redemption of LLR interests - $(1.66) Refinancing and equity offering charges $(0.25) $(0.28)
-2- Loss from discontinued operations for 2005 was $1.03 per diluted share as compared to income of $0.14 per diluted share in 2004. Net loss per diluted share for 2005 was $2.42 as compared to net income per diluted share of $0.38 in 2004. Income from continuing operations for the fourth quarter was $0.05 per diluted share as compared to $0.09 per diluted share in the prior years' fourth quarter. Loss from discontinued operations for the quarter was $0.30 per diluted share as compared to income of $0.02 per diluted share in the fourth quarter of 2004. Net loss per diluted share for the fourth quarter was $0.25 as compared to net income per diluted share of $0.11 in the prior years' fourth quarter. BUSINESS OUTLOOK Summarizing the year's results, Chairman and CEO John F. Short said, "Our results in 2005 reflect the strength of our social research business and the continued improvement in our commercial market research business. Given the pressures on the U.S. federal government's budget, we are cautious in our outlook for 2006 and expect revenues to increase modestly over 2005. We expect earnings improvement as our efforts to turn around the commercial market research business continue to deliver results." CONFERENCE CALL Chairman and Chief Executive Officer John F. Short and Chief Financial Officer Douglas L. Cox will conduct an investor conference call at 10:00 a.m. (EST) on Thursday, March 2. The dial-in number for the live conference call will be (800) 706-7745 or (617) 614-3472 outside the U.S. and Canada and enter conference passcode 81966397. There will be a live web cast of the conference call over the investor relations page of the company's Web site at www.opinionresearch.com as well as at www.fulldisclosure.com. For those who cannot listen to the live broadcast, an audio replay of the call will be available on the above web sites for 30 days. A telephone replay of the call will also be available from 12:00 p.m. on March 2 until 11:59 p.m. on March 28. To listen to the telephone replay dial (888) 286-8010 or (617) 801-6888 outside the U.S. and Canada and enter conference passcode 66437950. -3- ABOUT OPINION RESEARCH CORPORATION Founded in 1938, Opinion Research Corporation provides commercial market research, health and demographic research for government agencies, information services and consulting. The company is a pioneering leader in the science of market and social research and has built an international organization to support market intelligence in both public and commercial markets. Further information is available at http://www.opinionresearch.com. FORWARD-LOOKING STATEMENTS This press release contains, within the meaning of the safe harbor provision of the Private Securities Litigation Reform Act of 1995, forward-looking statements that are based on management's beliefs and assumptions, current expectations, estimates and projections. These statements are subject to risks and uncertainties and therefore actual results may materially differ. The Company disclaims any obligation to update any forward-looking statements whether as a result of new information, future events, or otherwise. Important factors and risks that may affect future results are described in the Company's filings with the Securities and Exchange Commission, copies of which are available upon request from the Company. -4- OPINION RESEARCH CORPORATION AND SUBSIDIARIES Consolidated Statements of Income (in thousands, except share and per share amounts)
- ---------------------------------------------------------------------------------------------------------------------------------- For The Three Months For The Year Ended December 31, Ended December 31, 2004 2005 2004 2005 ----------- ----------- ----------- ---------- Revenues $ 45,605 $ 48,410 $ 178,967 $ 190,192 Cost of revenues (exclusive of depreciation) 34,629 35,857 130,905 138,637 ---------- ---------- ---------- ---------- Gross profit 10,976 12,553 48,062 51,555 Selling, general and administrative expenses 8,208 9,526 34,513 36,827 Depreciation and amortization 815 1,113 3,073 3,584 ---------- ---------- ---------- ---------- Operating income 1,953 1,914 10,476 11,144 Interest and other non-operating expenses, net 1,113 1,625 7,390 7,587 ---------- ---------- ---------- ---------- Income before provision for income taxes 840 289 3,086 3,557 Provision (benefit) for income taxes 260 23 1,571 1,919 ---------- ---------- ---------- ---------- Income (loss) from continuing operations 580 266 1,515 1,638 ---------- ---------- ---------- ---------- Discontinued Operations Income (loss) from discontinued operations, net of tax benefit 144 (538) 911 (5,081) Income (loss) on disposal of segment, net of tax benefit - (1,077) - (1,077) ---------- ---------- ---------- ---------- 144 (1,615) 911 (6,158) ---------- ---------- ---------- ---------- Net income (loss) $ 724 $ (1,349) $ 2,426 $ (4,520) ========== ========== ========== ========== Repurchased LLR interests - - - (9,904) ---------- ---------- ---------- ---------- Net income (loss) available to common shareholders $ 724 $ (1,349) $ 2,426 $ (14,424) ========== ========== ========== ========== Basic earnings per share Income (loss) from continuing operations $ 0.09 $ 0.05 $ 0.24 $ (1.39) ---------- ---------- ---------- ---------- Income (loss) from discontinued operations $ 0.02 $ (0.30) $ 0.15 $ (1.03) ---------- ---------- ---------- ---------- Net income (loss) available to common shareholders $ 0.11 $ (0.25) $ 0.39 $ (2.42) ========== ========== ========== ========== Diluted earnings per share Income (loss) from continuing operations $ 0.09 $ 0.05 $ 0.24 $ (1.39) ---------- ---------- ---------- ---------- Income (loss) from discontinued operations $ 0.02 $ (0.30) $ 0.14 $ (1.03) ---------- ---------- ---------- ---------- Net income (loss) available to common shareholders $ 0.11 $ (0.25) $ 0.38 $ (2.42) ========== ========== ========== ========== Weighted average shares outstanding: Basic 6,337,502 5,351,858 6,254,517 5,955,163 Diluted 6,480,303 5,451,506 6,445,301 5,955,163 - ----------------------------------------------------------------------------------------------------------------------------------
OPINION RESEARCH CORPORATION AND SUBSIDIARIES Consolidated Balance Sheets (in thousands)
- ----------------------------------------------------------------------------------------- 31-DEC-04 31-DEC-05 --------- --------- ASSETS Current assets: Cash and equivalents $ 419 $ - Accounts receivable 24,017 26,959 Allowance for doubtful accounts (86) (58) Unbilled services 17,556 17,600 Prepaid expenses and other current assets 3,517 2,291 Assets of discontinued operations 2,610 505 ------- ------- Total current assets 48,033 47,297 Non-current assets: Fixed assets, net of depreciation 7,875 8,833 Goodwill 27,218 26,903 Other intangibles, net of amortization 421 224 Other non-current assets 4,051 8,699 Assets of discontinued operations 10,085 212 ------- ------- Total non-current assets 49,650 44,871 ------- ------- TOTAL ASSETS $97,683 $92,168 ======= ======= LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Accounts payable $ 5,794 $ 6,270 Accrued expenses 8,499 11,705 Deferred revenues 4,265 4,156 Short-term borrowings 2,000 3,000 Other current liabilities 2,744 3,199 Liabilities of discontinued operations 1,310 586 ------- ------- Total current liabilities 24,612 28,916 Long-term borrowings 40,286 55,321 Other liabilities 1,390 1,671 Liabilities of discontinued operations 152 - Redeemable equity 8,900 - Total stockholders' equity 22,343 6,260 ------- ------- TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $97,683 $92,168 ======= ======= - -----------------------------------------------------------------------------------------
OPINION RESEARCH CORPORATION AND SUBSIDIARIES Segment Information (in thousands)
- ------------------------------------------------------------------------------------------------------------------------------------ US Market UK Market Social Total Research Research Research Segments Other Consolidated --------- ---------- --------- --------- ------- ------------ Three months ended December 31, 2004: - ------------------------------------ Revenues from external customers $ 6,346 $ 6,264 $ 32,341 $ 44,951 $ 654 $ 45,605 Operating income (loss) (1,624) 240 3,329 1,945 8 1,953 Interest and other non-operating expenses, net 1,113 Income (loss) before provision (benefit) for income taxes 840 Provision (benefit) for income taxes 260 Income (loss) from continuing operations $ 580 Three months ended December 31, 2005: - ------------------------------------ Revenues from external customers $ 8,503 $ 6,081 $ 33,709 $ 48,293 $ 117 $ 48,410 Operating income (loss) (668) (109) 2,813 2,036 (122) 1,914 Interest and other non-operating expenses, net 1,625 Income (loss) before provision (benefit) for income taxes 289 Provision (benefit) for income taxes 23 Income (loss) from continuing operations $ 266 Year ended December 31, 2004: - ---------------------------- Revenues from external customers $25,969 $22,945 $128,238 $177,152 $1,815 $178,967 Operating income (loss) (3,544) 588 13,433 10,477 (1) 10,476 Interest and other non-operating expenses, net 7,390 Income (loss) before provision (benefit) for income taxes 3,086 Provision (benefit) for income taxes 1,571 Income (loss) from continuing operations $ 1,515 Year ended December 31, 2005: - ---------------------------- Revenues from external customers $27,769 $23,317 $137,823 $188,909 $1,283 $190,192 Operating income (loss) (2,058) 175 13,467 11,584 (440) 11,144 Interest and other non-operating expenses, net 7,587 Income (loss) before provision (benefit) for income taxes 3,557 Provision (benefit) for income taxes 1,919 Income (loss) from continuing operations $ 1,638 - ------------------------------------------------------------------------------------------------------------------------------------
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