- Current report filing (8-K)
February 06 2009 - 6:51AM
Edgar (US Regulatory)
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
February 6, 2009
Date of Report (Date of Earliest Event Reported)
HARRIS INTERACTIVE INC.
(Exact Name of Registrant as Specified in Charter)
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Delaware
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000-27577
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16-1538028
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(State or other jurisdiction of
incorporation)
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(Commission File Number)
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(IRS Employer Identification
Number)
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60 Corporate Woods, Rochester, New York
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14623
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrants Telephone Number Including Area Code:
(585) 272-8400
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Section 2 Financial Information
Item 2.02 Results of Operations and Financial Condition
On February 6, 2009, Harris Interactive Inc. (the Company) issued a press release announcing the
Companys earnings for the fiscal quarter ended December 31, 2008. A copy of the press release is
attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by
reference.
A non-GAAP financial measure, adjusted EBITDA, is referenced in the press release attached as
Exhibit 99.1. A reconciliation of this non-GAAP measure to the most directly comparable financial
measure calculated and presented in accordance with GAAP, GAAP Net Income, is provided as part of
the press release.
Management believes that presentation of the non-GAAP measure, adjusted EBITDA, provides useful
information to investors regarding the Companys financial condition and results of operations
because:
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The Company has made and may continue to make acquisitions with respect to which it will
incur interest and amortization costs that will affect operating income. EBITDA
calculations help investors to more closely measure and compare growth of income based on
operations. In addition, investors may more easily track trend lines since the time the
Company became a public reporting company.
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The Company has acquired, and may continue to acquire, privately held companies that do
not account for stock based compensation under SFAS No. 123(R). Adjusted EBITDA allows
investors to track profitability trends on a more consistent basis before and after such
acquisitions.
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The non-GAAP measure, adjusted EBITDA, is a component of the financial covenant measures used by
the Companys lenders in connection with the Companys credit facilities. Therefore, management
tracks adjusted EBITDA as part of measuring compliance with the Consolidated Interest Coverage and
Consolidated Total Leverage tests contained in the credit facilities.
Adjusted EBITDA is also a measure of performance used from time to time in certain of the Companys
stock option and restricted stock grants to executive officers.
The Company believes that its description of Adjusted EBITDA after the effect of
specified charges is useful to investors because it provides a means for the
investor to better understand the Companys ongoing operations without
the effect of the non-cash goodwill impairment charge and other charges related
to the reorganization of the operations of the Company during the fiscal quarter.
Section 9 Financial Statements and Exhibits
Item 9.01. Financial Statements and Exhibits.
(d)
Exhibits
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Exhibit 99.1
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Press Release issued by Harris Interactive Inc. on February 6, 2009 announcing the
Companys earnings for the fiscal quarter ended December 31, 2008.
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Exhibit 99.1 is not filed pursuant to the Securities Exchange Act of 1934 and is not incorporated
by reference into any registrations under the Securities Act of 1933. Additionally, the submission
of Item 2.02 of this Report on Form 8-K is not an admission as to the materiality of any
information in the Report that is required to be disclosed solely by Regulation FD.
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 hereunto duly authorized.
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HARRIS INTERACTIVE INC.
(Registrant)
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By:
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/s/ Deborah Rieger-Paganis
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Name:
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Deborah Rieger-Paganis
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Title:
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Interim Chief Financial Officer
(Principal Financial Officer)
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Dated: February 6, 2009
EXHIBIT INDEX
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EXHIBIT NO.
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DESCRIPTION
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Exhibit 99.1
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Press Release issued by Harris Interactive Inc. on February
6, 2009 announcing the Companys earnings for the fiscal
quarter ended December 31, 2008.
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