-----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, PRSqy8swG1904ko3Mb4G/d1FHwwYkHpnNEnfmvbc2kaiN9AnBTYUppsu/iWkei/t GFHDBKfB3xALst+xr+mnoQ== 0000950142-97-000484.txt : 19970613 0000950142-97-000484.hdr.sgml : 19970613 ACCESSION NUMBER: 0000950142-97-000484 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19970401 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19970612 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: NFO RESEARCH 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: 1934 Act SEC FILE NUMBER: 000-21460 FILM NUMBER: 97622923 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 8K CURENT REPORT SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Filed Pursuant to Section 13 or 15 (d) of THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 1, 1997 NFO RESEARCH, INC. ------------------------------------------------------ (Exact name of registrant as specified in its charter) Delaware 0-21460 06-1327424 - ------------------------------- ---------------- ---------------------- (State or other jurisdiction of (Commission File (IRS Employer incorporation) Number) Identification Number) 2 Pickwick Plaza Greenwich, CT 06830 ------------------------------------------------------ Registrant's telephone number, including area code: (203) 629-8888 -------------- Item 5. Other Events ------------ On April 1, 1997 NFO Research, Inc. (the "Company" or "NFO") issued 1,726,480 shares of NFO common stock in conjunction with the acquisition of 100% of the stock of Prognostics, a leading provider of survey-based quantitative customer satisfaction research to information technology companies worldwide. This transaction has been accounted for as a pooling of interests. In Item 7 attached herein the Company has restated its income statements for the years ended December 31, 1993 through December 31, 1996 and for the three months ended March 31, 1997 showing the combined results of both NFO and Prognostics. In addition, included are the restated income statements for each of the quarters in 1996. All other financial statements for prior periods will be retroactively restated in future filings. For a complete description of the transaction, please refer to the Merger Agreement attached to the Annual Report on Form 10-K for the year ended December 31, 1996 filed on March 31, 1997 by the Company. Item 7. Financial Statements and Exhibits --------------------------------- RESTATED ANNUAL INCOME STATEMENTS FOR THE COMBINED OPERATIONS OF NFO RESEARCH, INC. AND PROGNOSTICS
FOR YEARS ENDED DECEMBER 31: -------------------------------------------------- 1993 1994 1995 1996 --------- --------- --------- --------- REVENUES $ 54,994 $ 65,403 $ 78,171 $ 116,901 COST OF REVENUES 23,343 28,662 34,868 51,853 SELLING, GENERAL AND ADMINISTRATIVE 20,309 23,720 28,034 42,775 DEPRECIATION EXPENSE 1,017 1,058 1,271 1,755 AMORTIZATION OF INTANGIBLE ASSETS 2,319 2,031 2,157 2,891 --------- --------- --------- --------- OPERATING INCOME 8,006 9,932 11,841 17,627 INTEREST EXPENSE, NET 699 45 (12) 170 OTHER EXPENSES (INCOME) 60 258 0 (111) EQUITY INTEREST IN NET LOSS OF JOINT VENTURE 0 0 0 453 --------- --------- --------- --------- INCOME BEFORE INCOME TAXES 7,247 9,629 11,853 17,115 INCOME TAX EXPENSE 3,322 3,664 5,072 7,645 --------- --------- --------- --------- NET INCOME $ 3,925 $ 5,965 $ 6,781 $ 9,470 ========= ========= ========= ========= EARNINGS PER SHARE $ 0.39 $ 0.5 $ 0.59 $ 0.75 ========= ========= ========= ========= WEIGHTED AVERAGE SHARES OUTSTANDING 10,071 11,209 11,422 12,544 ========= ========= ========= =========
RESTATED QUARTERLY INCOME STATEMENTS FOR THE COMBINED OPERATIONS OF NFO RESEARCH, INC. AND PROGNOSTICS
FOR THE QUARTERS ENDED: ------------------------------------------------------------ 1996 1997 ----------------------------------------------- -------- MARCH 31 JUNE 30 SEPT. 30 DEC. 31 MARCH 31 -------- -------- -------- -------- -------- REVENUES $ 25,599 $ 27,827 $ 29,223 $ 34,252 $ 31,969 COST OF REVENUES 11,598 11,974 12,587 15,694 15,258 SELLING, GENERAL AND ADMINISTRATIVE 9,515 9,837 10,528 12,895 11,843 DEPRECIATION EXPENSE 411 415 450 479 467 AMORTIZATION OF INTANGIBLE ASSETS 775 775 766 575 742 -------- -------- -------- -------- -------- OPERATING INCOME 3,300 4,826 4,892 4,609 3,659 INTEREST EXPENSE, NET 33 43 (4) 98 16 OTHER EXPENSES (INCOME) (8) (4) (9) (90) (9) EQUITY INTEREST IN NET LOSS OF JOINT VENTURE 130 140 75 108 78 -------- -------- -------- -------- -------- INCOME BEFORE INCOME TAXES 3,145 4,647 4,830 4,493 3,574 INCOME TAX EXPENSE 1,456 2,131 2,147 1,911 1,494 -------- -------- -------- -------- -------- NET INCOME 1,689 2,516 2,683 2,582 2,080 ======== ======== ======== ======== ======== EARNINGS PER SHARE $ 0.14 $ 0.20 $ 0.21 $ 0.20 $ 0.17 ======== ======== ======== ======== ======== WEIGHTED AVERAGE SHARES OUTSTANDING 12,329 12,439 12,485 12,613 12,323 ======== ======== ======== ======== ========
SIGNATURES ---------- Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Date: June 11, 1997 NFO RESEARCH, INC., By: /s/ Patrick G. Healy ------------------------------- Name: Patrick G. Healy Title: EVP-Finance and Chief Financial Officer EXHIBIT INDEX NFO RESEARCH, INC. Current Report on Form 8-K Dated Exhibit No. Description Page No. ----------- ----------- -------- 1. News Release, dated 7 April 1, 1997, by the Registrant. EX-1 2 NEWS RELEASE EXHIBIT 1 NEWS RELEASE CONTACT: Patrick G. Healy Executive Vice President - Finance and CFO 203-629-4627 e-mail: phealy@nfor.com NFO RESEARCH, INC. TO SERVE RAPIDLY EXPANDING INFORMATION TECHNOLOGY MARKETS; ACQUIRES PROGNOSTICS, A LEADING PROVIDER OF RESEARCH SERVICES TO OVER 200 INFORMATION TECHNOLOGY COMPANIES Greenwich, Connecticut -- April 1, 1997 -- NFO Research, Inc. (NASADAQ.NFOR) today announced that it has established a strong capability to serve the research needs of information technology companies through the acquisition of 100% of the outstanding stock of Prognostics, a leading provider of survey-based quantitative customer satisfaction research to information technology companies worldwide. Prognostics' clients include Sun Microsystems, Oracle, Digital, IBM, Hewlett-Packard, Cisco, Novell and Silicon Graphics. The transaction was effected through the issuance of 1.726 million newly issued shares of NFO common stock and will be accounted for as a pooling of interests. Prognostics has experienced rapid growth, with revenues for calendar year 1997 expected to reach approximately $11 million, almost three times the revenues seen in 1994. The acquisition, excluding transaction costs, is expected to have a slightly positive effect on NFO's 1997 earnings per share. William E. Lipner, Chairman and Chief Executive Officer of NFO, said, "This acquisition represents a significant advance of our strategy for growth in the rapidly expanding worldwide information technology (IT) market. We are absolutely thrilled that Prognostics' management has chosen to join the NFO team. Prognostics is the leading provider of customer satisfaction measurement for the IT industry. In addition to expanding their franchise in that sector, we will utilize Prognostics' methodology the enhance our product offerings in support of our business relationships in the financial services and telecommunications industries. We also believe that Prognostics' strong client relationships will provide fertile ground for the marketing of NFO//net.source, NFO's new interactive market research offering; its underlying electronic technology is the state of the art in fast turnaround, cost-effective survey tools. In addition, NFO//net.source gives Prognostics' clients access to the world's largest interactive consumer panel of over 70,000 participating U.S. households and a growing number of businesses." J. B. Wood, Prognostics' President and Chief Executive Officer, said, "We believe that the combination of Prognostics and NFO will represent substantial added value for our existing and future clients. The combination of our two companies will provide expanded research and electronic survey capabilities which will enable us to enhance the quality and turnaround time of our services worldwide. We also will leverage NFO's extensive panel and consumer experience to bring new survey offerings to our IT clients." Wood added, "Prognostics has achieved considerable growth over the past several years. Our partnership with NFO will enable us to continue and even accelerate our expansion plans as we help companies increase their competitiveness by listening to the voice of their customers. The IT industry as a whole is just beginning to appreciate the power and value that good marketing information can provide. Our association with NFO will enable us to help take advantage of this burgeoning opportunity on a global basis." Founded in 1981, Prognostics' survey results are utilized by senior level executives at over 200 of the largest information technology companies in the world. The company is headquartered in Palo Alto, California and has additional offices in Boston and London, as well as an affiliate relationship in Japan. Additional information regarding Prognostics may be found at its website, http//www.prognostics.com. NFO Research, Inc. is a leading provider of custom and syndicated market information to America's largest companies as well as the international business community. Through its pre-recruited consumer panel and other specialized databases, NFO offers access to more than 525,000 households and over 1.3 million people. The Company provides its serves to over 1,100 clients, including 44 of the largest 100 companies of the Fortune 500 list, 23 of the top 25 U. S. bank holding companies, and 18 of the nation's 20 largest pharmaceutical firms. 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 1996 Annual Report of Form 10-K. -----END PRIVACY-ENHANCED MESSAGE-----