-----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, LX391eu1Kwfqg5GfzeHSOzstgI6EaSmODaSL9V37OeLod8zObucUhPeBAXR0TP3x f0eO5LthI/u76I6MwYNyVw== 0000950142-00-000193.txt : 20000307 0000950142-00-000193.hdr.sgml : 20000307 ACCESSION NUMBER: 0000950142-00-000193 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20000301 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20000301 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NFO WORLDWIDE INC CENTRAL INDEX KEY: 0000897940 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-ENGINEERING, ACCOUNTING, RESEARCH, MANAGEMENT [8700] IRS NUMBER: 061327424 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-13707 FILM NUMBER: 558452 BUSINESS ADDRESS: STREET 1: 2 PICKWICK PLAZA STREET 2: STE 400 CITY: GREENWICH STATE: CT ZIP: 06830 BUSINESS PHONE: 2036298888 MAIL ADDRESS: STREET 1: TWO PICKWICK PLAZA CITY: GREENWICH STATE: CT ZIP: 06830 8-K 1 FORM 8-K CURRENT REPORT 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 1, 2000 NFO WORLDWIDE, INC. - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Delaware 0-21460 06-1327424 - -------------------------------------------------------------------------------- (State or other (Commission (IRS Employer jurisdiction File Number) Identification No.) of incorporation) 2 Pickwick Plaza, Suite 400 Greenwich, Connecticut 06830 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (203) 629-8888 Not applicable - -------------------------------------------------------------------------------- Page 1 This document consists of 8 pages. The exhibit index is contained on page 4 of this document. 2 Item 5. Other Events. A copy of the Press Release dated March 1, 2000 is attached hereto as Exhibit 99.1 and is incorporated herein by reference. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits. (a) Financial statements of businesses acquired. Not Applicable. (b) Pro forma financial information. Not Applicable. (c) The following is an exhibit to this Report and is filed herewith: Exhibit 99.1 Press Release dated March 1, 2000 of NFO Worlwide, Inc. Page 2 3 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. NFO WORLDWIDE, INC. (Registrant) By: /s/ Patrick G. Healy --------------------------------------- Patrick G. Healy President - Corporate Product/Systems Development and Chief Financial Officer Dated: March 1, 2000 Page 3 4 EXHIBIT INDEX NFO WORLDWIDE, INC. Current Report on Form 8-K Dated March 1, 2000 Exhibit Number Exhibit - -------------- ------- Exhibit 99.1 Press Release dated March 1, 2000 of NFO Worldwide, Inc. Page 4 EX-99.1 2 PRESS RELEASE DATED MARCH 1, 2000 CONTACT: Patrick G. Healy President - Australasia & Middle East, and CFO 203-618-8502 e-mail: phealy@nfor.com NFO WORLDWIDE, INC. REPORTS FOURTH QUARTER AND 1999 FULL YEAR RESULTS Greenwich, CT - March 1, 2000 - NFO Worldwide, Inc. (NYSE: NFO) today reported its results for the fourth quarter and year ended December 31, 1999. The actual results for the fourth quarter and full year are within the range of estimates provided by the Company on December 20, 1999. Revenues for the fourth quarter increased 27% to $120.2 million from $94.6 million for the same period last year. During the quarter, the Company recorded $21.7 million in pre-tax special charges, primarily to write-off the intangible assets associated with the Company's financial services businesses, which have been deemed to be permanently impaired. These special charges, which are primarily non-cash in nature, amounted to $17.8 million or ($.80) per diluted share on an after-tax basis. As a result, the Company reported a net loss of ($17.8) million or ($.80) per diluted share for the fourth quarter, compared with net income of $5.1 million or $.23 per diluted share in the year ago quarter. Earnings per diluted share, before special charges, were $0.00 per share for the fourth quarter of 1999. For the year ended December 31, 1999, revenues increased 66% to $457.2 million from $275.4 million in the same period last year. Results for the year ended December 31, 1999, include the results of Infratest Burke, which was acquired on November 20, 1998. As a result of the aforementioned special charges, the Company reported a loss of ($6.2) million or ($.28) per diluted share, compared with net income of $14.5 million or $.67 per diluted share for the 1998 year. Earnings per diluted share, before special charges, were $.52 per share for the full year 1999, as compared with $.67 in 1998. The fourth quarter's 27% revenue increase was marked by growth in all three of the Company's business sectors, particularly in Europe where Infratest Burke marked its first year anniversary with the Company. In total, organic revenue growth was 8% for the quarter, led by strong double-digit organic growth in Europe and Australasia & the Middle East. Revenues in the Company's North American sector increased by 5% for the fourth quarter, led by strong double-digit growth within the Company's Healthcare and Panel businesses. Revenues within the Company's domestic financial services businesses actually declined during the quarter; excluding financial services revenues, the Company's organic revenue growth rates for the quarter were 12% within North America and 12% in total. Currency translation effects, primarily attributable to a weakened Euro, negatively impacted the quarter's revenues by over 3%. For the year ended December 31, 1999, North American revenues increased 12%, with 5% from organic growth and 7% driven by acquisitions. Revenues within Europe increased dramatically, primarily due to organic growth of 10% and the first time inclusion of Infratest Burke. Revenue growth in Australasia and the Middle East was 11%, 7% through organic growth and 4% related to acquisitions. William E. Lipner, Chairman, President and Chief Executive Officer, stated, "While we are disappointed with our overall results for the fourth quarter, we believe we have taken the appropriate strategic and operational steps to allow certain of our operating companies to achieve better results within a constantly changing market environment. Of particular importance to me was the fact that our consolidated organic revenue growth rate accelerated this past quarter, and reached almost 12% when our financial services businesses are excluded. On this same pro forma basis, organic revenues within each of our three geographic business sectors grew by more than 10% during the quarter." Lipner continued, "NFO's Internet-based custom marketing research revenues continued their explosive growth during the fourth quarter, increasing by 120% above their level of the year ago quarter and over 50% on a sequential basis from the third quarter of 1999. In total, NFO's interactive revenues reached almost $18 million for the full year, and represented almost 9% of our total North American activity. "Client demand for and acceptance of Internet based marketing research is growing daily, as the benefits of increased speed and respondent access are substantial. NFO is clearly the unrivaled leader in the interactive space, and is the world's largest provider of Internet-based custom marketing research services. Taken together with our global organization, proprietary products and world class market sector expertise, NFO Interactive is well positioned to benefit from this burgeoning market." Lipner concluded, "InsightExpress, our fully-automated, web-enabled survey system, was officially launched during the fourth quarter. Client acceptance for this break-through service has been good, and we are very optimistic about its potential to create an entirely new industry to complement our existing interactive business." On December 20, 1999, NFO announced that it had reached a definitive agreement to be acquired by The Interpublic Group of Companies, Inc. (NYSE: IPG) in a stock for stock transaction. The Agreement, which is subject to certain customary closing conditions, is expected to close in April of 2000. The Interpublic Group of Companies is one of the largest of advertising and marketing communications organizations in the world, with more than 35,000 employees and offices in 127 countries. Its principal operating companies include McCann-Erickson WorldGroup, Lowe Lintas & Partners Worldwide, DraftWorldwide, Initiative Media Worldwide, International Public Relations, Zentropy Partners, Octagon, Allied Communications Group, and other related companies NFO Worldwide, Inc. is a leading provider of research-based, marketing information and counsel to the worldwide business community. With over 15,000 full and part-time employees operating in 38 countries; in-depth expertise in all research methodologies; and in-field marketing experience across multiple market sectors, NFO provides clients with trusted insight into the behaviors, attitudes and opinions of customers around the globe. Key services include comprehensive counsel on market evaluation, product development, brand management, customer satisfaction, pricing, distribution, and advertising effectiveness. The Company delivers custom and syndicated marketing information and counsel to over 3,000 clients in key market sectors such as packaged goods and foods, healthcare, financial services, high-tech/ telecommunications, travel & leisure, automotive and business to business. NFO is the largest custom marketing research firm in North America, and is among the top three in the world. Together with its subsidiary and affiliated companies, NFO is the world's largest provider of Internet-based custom marketing research services. Visit NFO Worldwide on the Web http://www.nfow.com. Statements in this press release relating to matters that are not historical facts are forward looking statements. Such forward-looking statements are based on the Company's current forecasts and actual results may differ materially. To understand the risks, which may affect the Company's future performance, please refer to Part 1 of NFO's 1998 Annual Report on Form 10-K filed on March 31, 1999. # # # NFO WORLDWIDE, INC. FINANCIAL SUMMARY (In Thousands, Except Per Share Data)
Three Months Twelve Months Ended December 31 Ended December 31 -------------------------- -------------------------- 1999 (a) 1998 1999 (a) 1998 --------- --------- --------- --------- Revenues: North America $ 57,480 $ 54,619 $ 208,248 $ 186,390 Europe 54,036 31,014 210,075 50,350 Australasia and the Middle East 11,447 10,385 44,719 40,140 Intersegment Revenues (2,784) (1,399) (5,844) (1,529) --------- --------- --------- --------- Total Revenues 120,179 94,619 457,198 275,351 Cost of Revenues 65,847 44,613 239,661 127,006 Selling, General and Administrative 51,322 35,916 169,746 109,023 Depreciation and Amortization 20,209 3,665 34,745 9,994 --------- --------- --------- --------- Operating (Loss) Income (17,199) 10,425 13,046 29,328 Interest Expense, Net 3,527 1,962 14,084 3,750 Equity Interest in Net (Income) Loss of Affiliated Companies and Other Expenses (329) (173) (2,221) 221 --------- --------- --------- --------- (Loss) Income Before Income Taxes and Minority Interests (20,397) 8,636 1,183 25,357 Provision for Income Taxes (2,647) 3,604 6,787 10,489 --------- --------- --------- --------- Net (Loss) Income Before Minority Interests (17,750) 5,032 (5,604) 14,868 Minority Interests 7 (50) 566 378 --------- --------- --------- --------- Net (Loss) Income $ (17,757) $ 5,082 $ (6,170) $ 14,490 ========= ========= ========= ========= Earnings Per Share: Basic $ (.80) $ .24 $ (.28) $ .68 ========= ========= ========= ========= Diluted $ (.80) $ .23 $ (.28) $ .67 ========= ========= ========= ========= Average Shares Outstanding: Basic 22,326 21,353 22,006 21,154 ========= ========= ========= ========= Diluted 22,353 21,970 22,369 21,704 ========= ========= ========= ========= Selected Financial Data: 12/31/99 12/31/98 --------- --------- Cash and Cash Equivalents $ 20,062 $ 17,739 Total Debt 175,857 191,053 Stockholders' Equity 124,252 121,763 Total Assets 426,062 451,798
Note (a): Includes pre-tax special charges of $21.7 million, primarily to write-off the intangible assets associated with the Company's financial services businesses, which have been deemed to be permanently impaired. Special charges after tax aggregated $17.8 million, or ($.80) per share on a diluted basis. # # # -----END PRIVACY-ENHANCED MESSAGE-----