UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
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þ
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR
15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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FOR THE QUARTER ENDED MARCH 31, 2010
OR
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o
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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FOR THE TRANSITION PERIOD FROM
TO
COMMISSION
FILE NUMBER: 000-27577
HARRIS INTERACTIVE INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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DELAWARE
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16-1538028
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(State or Other Jurisdiction of
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(I.R.S. Employer
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Incorporation or Organization)
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Identification No.)
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161 Sixth Avenue, New York, New York 10013
(Address of principal executive offices)
(212) 539-9600
(Registrants telephone number, including area code)
N/A
(Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report)
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
þ
No
o
Indicate by checkmark whether the registrant has submitted electronically and posted on its
corporate web site, if any, every Interactive Data File required to be submitted and posted
pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months
(or for such shorter period that the registrant was required to
submit and post such files).
Yes
o
No
o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated
filer, a non-accelerated filer, or a smaller reporting company. See the definitions of large
accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the
Exchange Act. (Check one):
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Large accelerated filer
o
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Accelerated filer
o
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Non-accelerated filer
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Smaller reporting company
þ
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(Do not check if a smaller reporting company)
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Indicate
by check mark whether the registrant is a shell company (as defined
in Rule 12b-2 of the Exchange Act).
Yes
o
No
þ
On April 30, 2010, 54,351,914 shares of the Registrants Common Stock, $.001 par value, were
outstanding.
HARRIS INTERACTIVE INC.
FORM 10-Q
QUARTER ENDED MARCH 31, 2010
INDEX
2
Part I: Financial Information
Item 1 Financial Statements
HARRIS INTERACTIVE INC.
CONSOLIDATED BALANCE SHEETS
(In thousands, except share and per share amounts)
(Unaudited)
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March 31,
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June 30,
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2010
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2009
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ASSETS
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Current assets:
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Cash and cash equivalents
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$
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12,697
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$
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16,752
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Marketable securities
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501
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1,010
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Accounts receivable, net
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23,274
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23,163
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Unbilled receivables
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6,668
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6,520
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Prepaid expenses and other current assets
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6,146
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7,244
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Deferred tax assets
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785
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632
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Total current assets
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50,071
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55,321
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Property, plant and equipment, net
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5,570
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8,015
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Other intangibles, net
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17,587
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18,540
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Deferred tax assets
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279
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284
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Other assets
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1,896
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2,367
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Total assets
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$
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75,403
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$
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84,527
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LIABILITIES AND STOCKHOLDERS EQUITY
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Current liabilities:
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Accounts payable
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$
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7,111
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$
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6,738
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Accrued expenses
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16,325
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18,349
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Current portion of long-term debt
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6,925
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6,925
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Deferred revenue
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11,346
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12,531
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Total current liabilities
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41,707
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44,543
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Long-term debt
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10,388
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15,581
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Deferred tax liabilities
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2,864
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3,163
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Other long-term liabilities
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2,225
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3,117
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Commitments and contingencies (Note 14)
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Stockholders equity:
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Preferred stock, $.001 par value, 5,000,000
shares authorized; 0 shares issued and
outstanding at March 31, 2010 and June 30, 2009
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Common stock, $.001 par value, 100,000,000
shares authorized; 54,351,914 shares issued and
outstanding at March 31, 2010 and 53,964,482
shares issued and outstanding at June 30, 2009
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54
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54
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Additional paid-in capital
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185,492
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184,860
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Accumulated other comprehensive income
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3,670
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3,347
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Accumulated deficit
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(170,997
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(170,138
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Total stockholders equity
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18,219
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18,123
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Total liabilities and stockholders equity
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$
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75,403
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$
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84,527
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The accompanying notes are an integral part of these unaudited consolidated financial statements.
3
HARRIS INTERACTIVE INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except share and per share amounts)
(Unaudited)
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Three Months Ended
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Nine Months Ended
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March 31,
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March 31,
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2010
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2009
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2010
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2009
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Revenue from services
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$
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41,203
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$
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39,917
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$
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124,767
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$
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140,857
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Operating expenses:
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Cost of services
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26,569
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24,912
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79,083
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87,474
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Selling, general and administrative
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13,829
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15,159
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40,641
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51,884
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Depreciation and amortization
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1,656
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1,832
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5,130
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5,827
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Restructuring and other charges
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92
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5,341
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623
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11,813
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Goodwill impairment charge
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40,250
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Total operating expenses
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42,146
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47,244
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125,477
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197,248
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Operating loss
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(943
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(7,327
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(710
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(56,391
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Interest and other income
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(30
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(54
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(57
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(379
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Interest expense
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524
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647
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1,560
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2,477
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Loss from operations before income taxes
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(1,437
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(7,920
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(2,213
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(58,489
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Provision (benefit) for income taxes
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121
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(1,209
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(1,354
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16,105
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Net loss
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$
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(1,558
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$
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(6,711
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$
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(859
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$
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(74,594
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Basic net loss per share
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$
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(0.03
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$
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(0.12
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$
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(0.02
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$
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(1.39
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Diluted net loss per share
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$
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(0.03
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$
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(0.12
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$
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(0.02
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$
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(1.39
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Weighted-average shares outstanding basic
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54,247,286
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53,716,854
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54,027,408
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53,480,815
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Weighted-average shares outstanding diluted
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54,247,286
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53,716,854
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54,027,408
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53,480,815
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The accompanying notes are an integral part of these unaudited consolidated financial statements.
4
HARRIS INTERACTIVE INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
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For the Nine Months
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Ended March 31,
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2010
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2009
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Cash flows from operating activities:
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Net loss
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$
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(859
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$
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(74,594
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Adjustments to reconcile net loss to net cash provided by (used in) operating activities
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Depreciation and amortization
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6,225
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6,944
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Deferred taxes
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(359
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17,087
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Stock-based compensation
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523
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1,752
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Goodwill impairment charge
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40,250
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Amortization of deferred financing costs and premium on marketable securities
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333
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106
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(Increase) decrease in assets
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Accounts receivable
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(175
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2,883
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Unbilled receivables
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(336
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4,687
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Prepaid expenses and other current assets
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(48
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(596
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Other assets
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123
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(173
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(Decrease) increase in liabilities
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Accounts payable
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426
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(3,869
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Accrued expenses
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(1,754
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(3,508
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Deferred revenue
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(1,236
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)
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199
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Other long-term liabilities
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(896
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)
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1,276
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Net cash provided by (used in) operating activities
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1,967
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(7,556
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Cash flows from investing activities:
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Purchases of marketable securities
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(3,703
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Proceeds from maturities and sales of marketable securities
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500
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2,284
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Capital expenditures
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(480
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(1,161
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Net cash provided by (used in) investing activities
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20
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(2,580
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Cash flows from financing activities:
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Repayment of borrowings
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(5,194
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(5,194
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Proceeds from employee stock purchases
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116
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152
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Net cash used in financing activities
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(5,078
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(5,042
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)
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Effect of exchange rate changes on cash and cash equivalents
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(964
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(2,192
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Net decrease in cash and cash equivalents
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(4,055
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)
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(17,370
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Cash and cash equivalents at beginning of period
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16,752
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32,874
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Cash and cash equivalents at end of period
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$
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12,697
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$
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15,504
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The accompanying notes are an integral part of these unaudited consolidated financial statements.
5
HARRIS INTERACTIVE INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(
In thousands, except share and per share amounts
)
1. Financial Statements
The unaudited consolidated financial statements included herein reflect, in the opinion of the
management of Harris Interactive Inc. and its subsidiaries (collectively, the Company), all
normal recurring adjustments necessary to fairly state the Companys unaudited consolidated
financial statements for the periods presented.
2. Basis of Presentation
The accompanying unaudited consolidated financial statements have been prepared by the Company
in accordance with accounting principles generally accepted in the United States of America
(GAAP) for interim financial information and with the instructions to Form 10-Q and Article 10 of
Regulation S-X. Accordingly, they do not include all of the information and footnotes required by
GAAP for complete financial statements. The consolidated balance sheet as of June 30, 2009 has
been derived from the audited consolidated financial statements of the Company.
These unaudited consolidated financial statements should be read in conjunction with the
consolidated financial statements and notes thereto included in the Annual Report on Form 10-K for
the fiscal year ended June 30, 2009, filed by the Company with the Securities and Exchange
Commission (SEC) on August 31, 2009.
3. Recent Accounting Pronouncements
Accounting for Transfers of Financial Assets
In June 2009, the Financial Accounting Standards Board (FASB) issued new guidance on the
accounting for the transfers of financial assets. The new guidance, which was issued as Statement
of Financial Accounting Standards No. 166,
Accounting for Transfers of Financial Assets, an
Amendment of FASB Statement No. 140
, is now part of Accounting Standards Codification 860. The new
guidance requires additional disclosures for transfers of financial assets, including
securitization transactions, and any continuing exposure to the risks related to transferred
financial assets. There is no longer a concept of a qualifying special-purpose entity, and the
requirements for derecognizing financial assets have changed. The new guidance is effective on a
prospective basis for the annual period beginning after November 15, 2009 and interim and annual
periods thereafter. The Company will adopt this guidance on July 1, 2010, and does not expect that
it will have a material impact on the Companys consolidated financial statements.
Amendments to Accounting for Variable Interest Entities
In June 2009, the FASB issued revised guidance on the accounting for variable interest
entities. The revised guidance, which was issued as Statement of Financial Accounting Standards
No. 167,
Amendments to FASB Interpretation No. 46(R
), is now part of Accounting Standards
Codification 810. The revised guidance will significantly affect the overall consolidation
analysis and is effective as of the beginning of the first fiscal year that begins after November
15, 2009. The Company will adopt the revised guidance on July 1, 2010, and does not expect that it
will have a material impact on the Companys consolidated financial statements.
Accounting Standards Codification
In June 2009, the FASB issued Statement of Financial Accounting Standards No. 168,
The FASB
Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles
a replacement of FASB Statement No. 162
(the Codification). The Codification reorganized
existing U.S. accounting and reporting standards issued by the FASB and other related private
sector standard setters into a single source of authoritative
accounting principles arranged by topic. The Codification supersedes all existing U.S. accounting
standards; all other accounting
6
literature not included in the Codification (other than SEC
guidance for publicly-traded companies) is considered non-authoritative. The Codification was
effective on a prospective basis for interim and annual reporting periods ending after September
15, 2009. The adoption of the Codification changed the Companys references to GAAP accounting
standards but did not impact the Companys consolidated financial statements.
Fair Value Measurement of Liabilities
In August 2009, the FASB issued new guidance for the accounting for the fair value measurement
of liabilities. The new guidance, which is now part of Accounting Standards Codification 820,
provides clarification that in certain circumstances in which a quoted price in an active market
for the identical liability is not available, a company is required to measure fair value using one
or more of the following valuation techniques: the quoted price of the identical liability when
traded as an asset; the quoted prices for similar liabilities or similar liabilities when traded as
assets; and/or another valuation technique that is consistent with the principles of fair value
measurements. The new guidance clarifies that a company is not required to include an adjustment
for restrictions that prevent the transfer of the liability and if an adjustment is applied to the
quoted price used in a valuation technique, the result is a Level 2 or 3 fair value measurement.
The new guidance was effective for interim and annual periods beginning after August 26, 2009. The
Company adopted the guidance on October 1, 2009 and adoption did not have a material effect on its
consolidated financial statements.
4. Restructuring Charges
Fiscal 2009
During the third quarter of fiscal 2009, the Company took actions to re-align the cost
structure of its U.S. and U.K. operations. Specifically, the Company reduced headcount at its U.S.
facilities by 92 full-time employees and announced plans to reduce headcount at its U.K. facilities
by 25 full-time employees. One-time termination benefits associated with the U.S. and U.K. actions
were $2,656 and $389, respectively, all of which involved cash payments. The reductions in staff
were communicated to the affected employees in March 2009. All actions were completed by March 2009
in the U.S. and May 2009 in the U.K. The related cash payments were completed in June 2009 in the
U.K. and in March 2010 in the U.S.
At March 31, 2009, the Company reviewed the estimate of anticipated sublease rental income for
its Rochester, New York offices, located at 135 Corporate Woods. This review, prompted by adverse
changes in real estate market conditions, resulted in a decrease to the Companys estimate of the
portion of the remaining lease obligation period over which it expects to derive sublease rental
income. This change in estimate resulted in a charge of $35 in the third quarter of fiscal 2009.
Previously, during the second quarter of fiscal 2009, the Company took actions to re-align the
cost structure of its U.S. operations. Specifically, the Company reduced headcount at its U.S.
facilities by 78 full-time employees and incurred $2,261 in one-time termination benefits, all of
which involved cash payments. The reductions in staff were communicated to the affected employees
in October and December 2008. All actions were completed in December 2008 and the related cash
payments were completed in December 2009.
Additionally, during the second quarter of fiscal 2009, the Company substantially vacated
leased space at 135 Corporate Woods. The Company incurred $493 in charges related to the remaining
operating lease obligation, all of which involved cash payments. All actions associated with this
vacated space were completed in December 2008. The Company expects the related cash payments to be
completed by June 2010.
At December 31, 2008, the Company reviewed the estimates of anticipated sublease rental income
for its Grandville, MI and Norwalk, CT offices, which were included in restructuring charges taken
during the third quarter of fiscal 2008 in conjunction with its reduction of leased space at these
facilities. This review, prompted by adverse changes in real estate market conditions within each
of these locales, resulted in a decrease to the Companys estimate of the portion of the
remaining lease obligation period over which it expects to derive sublease rental income. This
change in estimates resulted in a charge of $366 for the three months ended December 31, 2008.
7
The following table summarizes activity during the nine months ended March 31, 2010 with
respect to the Companys remaining reserves for the restructuring activities described above and
those undertaken in prior fiscal years:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance,
|
|
|
|
|
|
|
Changes
|
|
|
|
|
|
|
|
|
|
|
Balance,
|
|
|
|
July 1,
|
|
|
Costs
|
|
|
in
|
|
|
Cash
|
|
|
Non-Cash
|
|
|
March
|
|
|
|
2009
|
|
|
Incurred
|
|
|
Estimate
|
|
|
Payments
|
|
|
Settlements
|
|
|
31,2010
|
|
Severance payments
|
|
$
|
1,225
|
|
|
$
|
|
|
|
$
|
(7
|
)
|
|
$
|
(1,218
|
)
|
|
$
|
|
|
|
$
|
|
|
Lease commitments
|
|
|
992
|
|
|
|
|
|
|
|
|
|
|
|
(419
|
)
|
|
|
|
|
|
|
573
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Remaining reserve
|
|
$
|
2,217
|
|
|
$
|
|
|
|
$
|
(7
|
)
|
|
$
|
(1,637
|
)
|
|
$
|
|
|
|
$
|
573
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other Charges
Other charges reflected in the Restructuring and other charges line shown on the Companys
consolidated statements of operations included the following:
|
|
|
Contractually obligated payments to former executives
In connection with their
departures from the Company during fiscal 2009, Gregory T. Novak, Ronald E. Salluzzo and
David B. Vaden became entitled to certain contractually obligated cash payments. The cash
payments for Messrs. Salluzzo and Vaden were completed in December 2009 and February 2010,
respectively. Cash payments for Mr. Novak will be completed in December 2010.
|
|
|
|
|
Performance improvement consultant fees
During fiscal 2009, the Company retained a
consulting firm to assist with performance improvement initiatives and incurred fees for
services rendered.
|
|
|
|
|
Bank negotiation legal fees
The Company incurred legal fees in connection with the
bank negotiations related to the amendment to its credit facilities, as more fully described
in Note 8, Borrowings.
|
|
|
|
|
Other
Included in Other for both the three and nine months ended March 31, 2010 are
costs associated with reorganizing the operational structure of the Companys Asia
businesses. Included in the nine months ended March 31, 2010 are costs incurred to close
the Companys telephone-based data collection center in Brentford, United Kingdom and
additional legal fees associated with the fiscal 2009 amendment of the Companys credit
agreement. For the three and nine months ended March 31, 2009, Other included the bad
debt expense for a note receivable for which collectability was doubtful and recruitment
fees for senior executives.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
|
Nine Months Ended
|
|
|
|
March 31,
|
|
|
March 31,
|
|
|
|
2010
|
|
|
2009
|
|
|
2010
|
|
|
2009
|
|
Contractually obligated payments to former executives
|
|
$
|
|
|
|
$
|
378
|
|
|
$
|
|
|
|
$
|
1,997
|
|
Performance improvement consultant fees
|
|
|
|
|
|
|
1,102
|
|
|
|
|
|
|
|
2,803
|
|
Bank negotiation legal fees
|
|
|
|
|
|
|
321
|
|
|
|
105
|
|
|
|
321
|
|
Other
|
|
|
92
|
|
|
|
574
|
|
|
|
518
|
|
|
|
606
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
92
|
|
|
$
|
2,375
|
|
|
$
|
623
|
|
|
$
|
5,727
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5. Fair Value Measurements
The hierarchy for inputs used in measuring fair value for financial assets and liabilities is
designed to maximize the use of observable inputs and minimize the use of unobservable inputs by
requiring that the most observable inputs be used when available. The hierarchy is broken down into
three levels:
|
|
|
Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or
liabilities.
|
|
|
|
|
Level 2 inputs include data points that are observable such as quoted prices for similar
assets or liabilities in active markets, quoted prices for identical assets or similar
assets or liabilities in markets that are not active, and inputs
|
8
|
|
|
(other than quoted prices)
such as interest rates and yield curves that are observable for the asset and liability,
either directly or indirectly.
|
|
|
|
Level 3 inputs are unobservable data points for the asset or liability, and include
situations where there is little, if any, market activity for the asset or liability.
|
The following table presents the fair value hierarchy for the Companys financial assets and
liabilities measured at fair value on a recurring basis:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Quoted
|
|
Significant
|
|
|
|
|
|
|
Prices in
|
|
Other
|
|
Significant
|
|
|
|
|
Active
|
|
Observable
|
|
Unobservable
|
|
|
|
|
Markets
|
|
Inputs
|
|
Inputs
|
|
|
|
|
(Level 1)
|
|
(Level 2)
|
|
(Level 3)
|
|
Total
|
At March 31, 2010
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financial assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash equivalents
|
|
$
|
|
|
|
$
|
1,735
|
|
|
$
|
|
|
|
$
|
1,735
|
|
Available for sale marketable securities
|
|
|
|
|
|
|
501
|
|
|
|
|
|
|
|
501
|
|
Financial liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest rate swap contract
|
|
$
|
|
|
|
$
|
977
|
|
|
$
|
|
|
|
$
|
977
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At June 30, 2009
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financial assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash equivalents
|
|
$
|
|
|
|
$
|
2,720
|
|
|
$
|
|
|
|
$
|
2,720
|
|
Available for sale marketable securities
|
|
|
|
|
|
|
1,010
|
|
|
|
|
|
|
|
1,010
|
|
Financial liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest rate swap contract
|
|
$
|
|
|
|
$
|
1,351
|
|
|
$
|
|
|
|
$
|
1,351
|
|
The fair value of the Companys cash equivalents and available for sale marketable securities
were derived from quoted market prices for similar instruments, with all significant inputs derived
from or corroborated by observable market data. The fair value of the Companys interest rate swap
was based on quotes from the respective counterparty, which are corroborated by the Company using
discounted cash flow calculations based upon forward interest-rate yield curves obtained from
independent pricing services.
6. Derivative Financial Instruments
As discussed in Note 8, Borrowings, the Company uses an interest rate swap to manage the
economic effect of the variable interest obligation on its outstanding debt under its credit
facilities so that the interest payable on the outstanding debt effectively becomes fixed at a
certain rate, thereby reducing the impact of future interest rate changes on the Companys future
interest expense. The critical terms of the interest rate swap match those of the outstanding
debt, including the notional amounts, interest rate reset dates, maturity dates and underlying
market indices. Accordingly, the Company has designated its interest rate swap as a qualifying
instrument. The unrealized losses on the interest rate swap are included in accumulated other
comprehensive loss and the corresponding fair value payables are included in other liabilities in
the Companys unaudited consolidated balance sheet. The periodic interest settlements, which occur
at the same interval as the outstanding debt, are recorded as interest expense.
Fair Value of Derivative Instruments in Unaudited Consolidated Balance Sheet
|
|
|
|
|
|
|
|
|
March 31, 2010
|
|
|
|
Balance Sheet Location
|
|
Fair Value
|
|
Interest rate swap agreements designated as cash flow hedges
|
|
Other liabilities
|
|
$
|
977
|
|
|
|
|
|
|
|
Total derivatives designated as hedging instruments
|
|
|
|
$
|
977
|
|
|
|
|
|
|
|
Total derivatives
|
|
|
|
$
|
977
|
|
|
|
|
|
|
|
9
Effects of Derivative Instruments on Income and Accumulated Other Comprehensive Income
(OCI)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amount of Gain
|
|
|
|
|
|
|
(Loss) Recognized in
|
|
Amount and Location of
|
|
Amount and Location of Gain (Loss)
|
|
|
Accumulated OCI on
|
|
Gain (Loss) Reclassified
|
|
Recognized in Income on Derivative
|
|
|
Derivative (Effective
|
|
from Accumulated OCI into
|
|
(Ineffective Portion and Amount
|
|
|
Portion)
|
|
Income (Effective Portion)
|
|
Excluded from Effectiveness Testing)
|
|
|
Three Months Ended
|
|
Three Months Ended
|
|
Three Months Ended
|
|
|
March 31, 2010
|
|
March 31, 2010
|
|
March 31, 2010
|
Cash flow hedges:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest rate swap
|
|
$
|
72
|
|
|
|
|
|
|
$
|
173
|
|
|
Interest expense
|
|
$
|
|
|
|
Interest and other income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amount of Gain
|
|
|
|
|
|
|
(Loss) Recognized in
|
|
Amount and Location of
|
|
Amount and Location of Gain (Loss)
|
|
|
Accumulated OCI on
|
|
Gain (Loss) Reclassified
|
|
Recognized in Income on Derivative
|
|
|
Derivative (Effective
|
|
from Accumulated OCI into
|
|
(Ineffective Portion and Amount
|
|
|
Portion)
|
|
Income (Effective Portion)
|
|
Excluded from Effectiveness Testing)
|
|
|
Nine Months Ended
|
|
Nine Months Ended
|
|
Nine Months Ended
|
|
|
March 31, 2010
|
|
March 31, 2010
|
|
March 31, 2010
|
Cash flow hedges:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest rate swap
|
|
$
|
295
|
|
|
|
|
|
|
$
|
686
|
|
|
Interest expense
|
|
$
|
|
|
|
Interest and other income
|
7. Acquired Intangible Assets Subject to Amortization
At March 31, 2010 and June 30, 2009, acquired intangible assets subject to amortization
consisted of the following:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31, 2010
|
|
|
|
Weighted-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Average
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Useful
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amortization
|
|
|
Gross
|
|
|
|
|
|
|
Net
|
|
|
|
Period (in
|
|
|
Carrying
|
|
|
Accumulated
|
|
|
Book
|
|
|
|
years)
|
|
|
Amount
|
|
|
Amortization
|
|
|
Value
|
|
Contract-based intangibles
|
|
|
3.4
|
|
|
$
|
1,768
|
|
|
$
|
1,768
|
|
|
$
|
|
|
Internet respondent database
|
|
|
7.0
|
|
|
|
3,251
|
|
|
|
2,299
|
|
|
|
952
|
|
Customer relationships
|
|
|
9.6
|
|
|
|
21,738
|
|
|
|
8,372
|
|
|
|
13,366
|
|
Trade names
|
|
|
16.2
|
|
|
|
5,315
|
|
|
|
2,046
|
|
|
|
3,269
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
|
|
|
$
|
32,072
|
|
|
$
|
14,485
|
|
|
$
|
17,587
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
June 30, 2009
|
|
|
|
Weighted-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Average
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Useful
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amortization
|
|
|
Gross
|
|
|
|
|
|
|
Net
|
|
|
|
Period (in
|
|
|
Carrying
|
|
|
Accumulated
|
|
|
Book
|
|
|
|
years)
|
|
|
Amount
|
|
|
Amortization
|
|
|
Value
|
|
Contract-based intangibles
|
|
|
3.4
|
|
|
$
|
1,768
|
|
|
$
|
1,768
|
|
|
$
|
|
|
Internet respondent database
|
|
|
7.1
|
|
|
|
3,330
|
|
|
|
2,100
|
|
|
|
1,230
|
|
Customer relationships
|
|
|
9.6
|
|
|
|
20,286
|
|
|
|
6,436
|
|
|
|
13,850
|
|
Trade names
|
|
|
16.3
|
|
|
|
5,298
|
|
|
|
1,838
|
|
|
|
3,460
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
|
|
|
$
|
30,682
|
|
|
$
|
12,142
|
|
|
$
|
18,540
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The gross carrying amount and accumulated amortization of the Companys acquired intangible
assets for the three and nine months ended March 31, 2010, as well as the related amortization
expense, reflect the impact of foreign currency exchange rate fluctuations during the period.
10
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Three
|
|
|
For the Nine
|
|
|
|
Months Ended
|
|
|
Months Ended
|
|
|
|
March 31,
|
|
|
March 31,
|
|
|
|
2010
|
|
|
2009
|
|
|
2010
|
|
|
2009
|
|
Amortization expense
|
|
$
|
701
|
|
|
$
|
727
|
|
|
$
|
2,106
|
|
|
$
|
2,287
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Estimated amortization expense for the fiscal years ending June 30:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2010
|
|
$
|
703
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2011
|
|
$
|
2,812
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2012
|
|
$
|
2,812
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2013
|
|
$
|
2,648
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2014
|
|
$
|
2,225
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Thereafter
|
|
$
|
6,387
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8. Borrowings
On September 21, 2007, the Company entered into a credit agreement (the 2007 Credit
Agreement) with JPMorgan Chase Bank, N.A. (JPMorgan), as Administrative Agent, and the Lenders
party thereto, pursuant to which the Lenders made available certain credit facilities. At December
31, 2008, the Company was in violation of the leverage and interest coverage covenants under the
terms of the 2007 Credit Agreement. The Company obtained a 30-day waiver of the covenant violations
from the Lenders on February 5, 2009, and in connection with the waiver, the 2007 Credit Agreement
was amended. The Company obtained an additional 60-day extension of the waiver on March 6, 2009,
and in connection with the waiver, the 2007 Credit Agreement was further amended in immaterial
respects. On May 6, 2009 and effective as of that date, the Company entered into a further
amendment to the 2007 Credit Agreement, pursuant to which the prior covenant defaults were
permanently waived and the Company was again in compliance with the terms of the 2007 Credit
Agreement, as amended (the Amended Credit Agreement).
The principal terms of the Amended Credit Agreement are described below:
Amended Credit Agreement
Availability:
$5,000 Revolving Line
|
§
|
|
Until certain leverage ratios are achieved, advances require minimum cash balances and no
outstanding balance may exist at least 5 consecutive days in every 30-day period
|
|
|
§
|
|
The Revolving Line may be used to back Letters of Credit
|
|
|
§
|
|
No Revolving Line increased availability at Lender discretion
|
Term Loan A original principal, $12,000
Term Loan B, as consolidated with Term Loan C original principal $22,625
No additional Term Loan availability at Company discretion
11
Amended Credit Agreement
Interest:
Company option:
|
§
|
|
Base Rate (greater of Federal Funds Rate plus 0.5%, LIBOR plus 1%, or Prime) plus 4%
|
OR
The Company elected LIBOR and the interest swap agreement, which fixed the LIBOR-based portion of the
rate at 5.08%, remained unchanged. With the spread, the effective rate on the Term Loans is 10.08%.
Interest payments are due at end of LIBOR interest periods, but at least quarterly in arrears
Interest Rate Swap
:
Fixes the floating LIBOR interest portion of the rates on the amounts outstanding under Term Loans A and
B (reflecting the consolidation of Term Loans B and C into Term Loan B) at 5.08% through September 21,
2012
Three-month LIBOR rate received on the swap matches the base rate paid on the Term Loans
Notional amount of $17,313 at March 31, 2010, equal to outstanding amount of the Term Loans
Unused Facility Fees
:
Fee fixed at 1.0% of unused Revolving Line amount
Principal Payments
:
Term Loan A and B Maturity September 21, 2012
Revolving Line Maturity July 15, 2010
Revolving Line payable at maturity
Quarterly Term Loan Payments:
|
§
|
|
Term Loan A $600 quarterly
|
|
|
§
|
|
Term Loan B $1,131 quarterly
|
Financial Covenants
:
Minimum Consolidated Interest Coverage Ratio ranging over various quarters between 3.00:1.00 and 1.75:1.00
Maximum Consolidated Leverage Ratio ranging over various quarters between 6.40:1.00 and 2.00:1.00
Minimum Consolidated Revenue (trailing 3 months) ranging over various quarters between $33,200 and $45,400
Collateral
:
Secured by all domestic assets and 66% of equity interests in first tier foreign subsidiaries
The Amended Credit Agreement contains customary representations, default provisions, and
affirmative and negative covenants, including among others prohibitions of dividends, sales of
certain assets and mergers, and restrictions related to acquisitions, indebtedness, liens,
investments, share repurchases and capital expenditures. Among others, the Company may freely
transfer assets and incur obligations among its domestic subsidiaries, but limitations apply to
transfers of assets and loans to foreign subsidiaries.
12
At March 31, 2010, the Company was in compliance with all of the covenants under the Amended
Credit Agreement.
At March 31, 2010, the required principal repayments of Term Loans A and B (reflecting the
consolidation of Term Loans B and C into Term Loan B) for the remaining three months of the fiscal
year ending June 30, 2010 and the three succeeding fiscal years are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Term Loan A
|
|
|
Term Loan B
|
|
|
Total
|
|
2010
|
|
$
|
600
|
|
|
$
|
1,131
|
|
|
$
|
1,731
|
|
2011
|
|
|
2,400
|
|
|
|
4,525
|
|
|
|
6,925
|
|
2012
|
|
|
2,400
|
|
|
|
4,525
|
|
|
|
6,925
|
|
2013
|
|
|
600
|
|
|
|
1,132
|
|
|
|
1,732
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
6,000
|
|
|
$
|
11,313
|
|
|
$
|
17,313
|
|
|
|
|
|
|
|
|
|
|
|
At March 31, 2009, the Company had $24,238 in outstanding debt. At March 31, 2010 and 2009,
the Company did not have any amounts outstanding under its revolving line of credit.
9. Stock-Based Compensation
The following table illustrates the stock-based compensation expense for stock options and
restricted stock issued under the Companys Long-Term Incentive Plans (the Incentive Plans),
stock options issued to new employees outside the Incentive Plans, and shares issued under the
Companys Employee Stock Purchase Plans (ESPPs) included in the Companys unaudited consolidated
statements of operations for the three and nine months ended March 31:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
|
Nine Months Ended
|
|
|
|
March 31,
|
|
|
March 31,
|
|
|
|
2010
|
|
|
2009
|
|
|
2010
|
|
|
2009
|
|
Cost of services
|
|
$
|
5
|
|
|
$
|
13
|
|
|
$
|
12
|
|
|
$
|
79
|
|
Selling, general and administrative
|
|
|
198
|
|
|
|
285
|
|
|
|
511
|
|
|
|
1,673
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
203
|
|
|
$
|
298
|
|
|
$
|
523
|
|
|
$
|
1,752
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The Company did not capitalize stock-based compensation expense as part of the cost of an asset for
any periods presented.
The following table provides a summary of the status of the Companys employee and director
stock options (including options issued under the Incentive Plans and options issued outside the
Incentive Plans to new employees) for the nine months ended March 31, 2010:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted-
|
|
|
|
|
|
|
Average
|
|
|
|
|
|
|
Exercise
|
|
|
Shares
|
|
Price
|
Options outstanding at July 1
|
|
|
3,857,209
|
|
|
$
|
3.09
|
|
Granted
|
|
|
1,033,812
|
|
|
|
0.94
|
|
Forfeited
|
|
|
(1,090,057
|
)
|
|
|
2.72
|
|
Exercised
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Options outstanding at March 31
|
|
|
3,800,964
|
|
|
|
2.62
|
|
|
|
|
|
|
|
|
|
|
13
The following table provides a summary of the status of the Companys employee and director
restricted stock awards for the nine months ended March 31, 2010:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted-
|
|
|
|
|
|
|
Average
|
|
|
|
|
|
|
Fair Value at
|
|
|
Shares
|
|
Date of Grant
|
Restricted shares outstanding at July 1
|
|
|
110,718
|
|
|
$
|
2.86
|
|
Granted
|
|
|
119,000
|
|
|
|
1.09
|
|
Forfeited
|
|
|
(23,431
|
)
|
|
|
4.60
|
|
Vested
|
|
|
(101,885
|
)
|
|
|
1.45
|
|
|
|
|
|
|
|
|
|
|
Restricted shares outstanding at March 31
|
|
|
104,402
|
|
|
|
1.83
|
|
|
|
|
|
|
|
|
|
|
At March 31, 2010, there was $1,118 of total unrecognized stock-based compensation expense
related to non-vested stock-based compensation arrangements granted under the Incentive Plans,
outside the Incentive Plans, and under the ESPPs. That expense is expected to be recognized over a
weighted-average period of 2.9 years.
10. Income Taxes
For the three months ended March 31, 2010, the Company recorded an income tax provision of
$121, compared with an income tax benefit of $1,209 for the same prior year period. The tax
provision for the three months ended March 31, 2010 was comprised of tax expense related primarily
to income in certain of the Companys foreign jurisdictions. The tax benefit for the three months
ended March 31, 2009 was principally impacted by the tax benefits related to operating losses in a
number of the Companys foreign jurisdictions. The Company did not record any tax benefit for its
U.S. operating loss during the three months ended March 31, 2010 or 2009 based on its assessment of
the realizability of the related deferred tax asset. A full valuation allowance continues to be
recorded at March 31, 2010 against the Companys U.S. deferred tax assets.
For the nine months ended March 31, 2010, the Company recorded an income tax benefit of
$1,354, compared with an income tax provision of $16,105 for the same prior year period. The tax
benefit for the nine months ended March 31, 2010 was principally impacted by the tax benefits
related to operating losses in certain of the Companys foreign jurisdictions and a tax law change
that resulted in an additional tax benefit of $1,103. The tax provision for the nine months ended
March 31, 2009 was principally impacted by the valuation allowance of $18,861 recorded against the
Companys U.S. deferred tax assets. During the second quarter of fiscal 2009, managements
judgment regarding the Companys U.S. deferred tax assets changed based upon its assessment of both
positive and negative evidence. The adverse macroeconomic conditions at the time and the Companys
U.S. losses in the most recent three-year period presented significant negative evidence such that
a valuation allowance against its net U.S. deferred tax assets was required.
11. Comprehensive Loss
The following table sets forth the components of the Companys total comprehensive loss for
the three and nine months ended March 31:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
|
Nine Months Ended
|
|
|
|
March 31,
|
|
|
March 31,
|
|
|
|
2010
|
|
|
2009
|
|
|
2010
|
|
|
2009
|
|
Net loss, as reported
|
|
$
|
(1,558
|
)
|
|
$
|
(6,711
|
)
|
|
$
|
(859
|
)
|
|
$
|
(74,594
|
)
|
Foreign currency translation adjustments
|
|
|
(916
|
)
|
|
|
(1,077
|
)
|
|
|
362
|
|
|
|
(10,185
|
)
|
Change in fair value of interest rate swap, net of tax
|
|
|
|
|
|
|
134
|
|
|
|
(27
|
)
|
|
|
166
|
|
Unrealized gain (loss) on marketable securities
|
|
|
(3
|
)
|
|
|
(9
|
)
|
|
|
(12
|
)
|
|
|
15
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total comprehensive loss
|
|
$
|
(2,477
|
)
|
|
$
|
(7,663
|
)
|
|
$
|
(536
|
)
|
|
$
|
(84,598
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12. Net Loss Per Share
Basic net loss per share is computed by dividing net loss by the weighted-average number of
common shares
14
outstanding for the period. Diluted net loss per share reflects the potential dilution of
securities that could share in earnings. When the impact of stock options or other stock-based
compensation is anti-dilutive, they are excluded from the calculation.
The following table sets forth the reconciliation of the basic and diluted net loss per share
computations for the three and nine months ended March 31:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
|
Nine Months Ended
|
|
|
|
March 31,
|
|
|
March 31,
|
|
|
|
2010
|
|
|
2009
|
|
|
2010
|
|
|
2009
|
|
Numerator:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss used for calculating basic and diluted net loss
per share of common stock
|
|
$
|
(1,558
|
)
|
|
$
|
(6,711
|
)
|
|
$
|
(859
|
)
|
|
$
|
(74,594
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Denominator:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average number of common shares used in the
calculation of basic net loss per share
|
|
|
54,247,286
|
|
|
|
53,716,854
|
|
|
|
54,027,408
|
|
|
|
53,480,815
|
|
Dilutive effect of outstanding stock options and restricted
stock
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares used in the calculation of diluted net loss per share
|
|
|
54,247,286
|
|
|
|
53,716,854
|
|
|
|
54,027,408
|
|
|
|
53,480,815
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss per share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
$
|
(0.03
|
)
|
|
$
|
(0.12
|
)
|
|
$
|
(0.02
|
)
|
|
$
|
(1.39
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted
|
|
$
|
(0.03
|
)
|
|
$
|
(0.12
|
)
|
|
$
|
(0.02
|
)
|
|
$
|
(1.39
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unexercised stock options to purchase 3,905,366 and 3,920,739 shares of the Companys common
stock for the three and nine months ended March 31, 2010 and 2009, respectively, at
weighted-average prices per share of $2.60 and $4.23, respectively, were not included in the
computations of diluted net loss per share because their impact was anti-dilutive during the
respective periods.
13. Enterprise-Wide Disclosures
The Company is comprised principally of operations in North America, Europe and Asia. Non-U.S.
market research is comprised of operations in United Kingdom, Canada, France, Germany, Hong Kong
and Singapore. The Company also maintains a representative office in mainland China. There were
no intercompany transactions that materially affected the financial statements, and all
intercompany sales have been eliminated upon consolidation.
The Companys business model for offering custom market research is consistent across the
geographic regions in which it operates. Geographic management facilitates local execution of the
Companys global strategies. The Company maintains global leaders with responsibility across all
geographic regions for the majority of its critical business processes, and the most significant
performance evaluations and resource allocations made by the Companys chief operating
decision-maker are made on a global basis. Accordingly, the Company has concluded that it has one
reportable segment.
The Company has prepared the financial results for geographic information on a basis that is
consistent with the manner in which management internally disaggregates information to assist in
making internal operating decisions. The Company has allocated common expenses among these
geographic regions differently than it would for stand-alone information prepared in accordance
with GAAP. Geographic operating income (loss) may not be consistent with measures used by other
companies.
15
Geographic information for the periods presented herein is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine Months
|
|
|
|
Three Months Ended
|
|
|
Ended
|
|
|
|
March 31,
|
|
|
March 31,
|
|
|
|
2010
|
|
|
2009
|
|
|
2010
|
|
|
2009
|
|
Revenue from services
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
United States
|
|
$
|
22,568
|
|
|
$
|
24,128
|
|
|
$
|
72,199
|
|
|
$
|
86,457
|
|
United Kingdom
|
|
|
6,927
|
|
|
|
7,137
|
|
|
|
20,283
|
|
|
|
24,747
|
|
Canada
|
|
|
5,578
|
|
|
|
4,543
|
|
|
|
15,247
|
|
|
|
15,348
|
|
Other European countries
|
|
|
4,634
|
|
|
|
3,190
|
|
|
|
13,516
|
|
|
|
10,539
|
|
Asia
|
|
|
1,496
|
|
|
|
919
|
|
|
|
3,522
|
|
|
|
3,766
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total revenue from services
|
|
$
|
41,203
|
|
|
$
|
39,917
|
|
|
$
|
124,767
|
|
|
$
|
140,857
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income (loss) (1)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
United States
|
|
$
|
(1,065
|
)
|
|
$
|
(5,875
|
)
|
|
$
|
1,471
|
|
|
$
|
(43,152
|
)
|
United Kingdom
|
|
|
(99
|
)
|
|
|
(242
|
)
|
|
|
(403
|
)
|
|
|
(2,824
|
)
|
Canada
|
|
|
(331
|
)
|
|
|
(670
|
)
|
|
|
(1,848
|
)
|
|
|
(4,279
|
)
|
Other European countries
|
|
|
478
|
|
|
|
(314
|
)
|
|
|
962
|
|
|
|
(5,373
|
)
|
Asia
|
|
|
74
|
|
|
|
(226
|
)
|
|
|
(892
|
)
|
|
|
(763
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total operating income (loss) (1)
|
|
$
|
(943
|
)
|
|
$
|
(7,327
|
)
|
|
$
|
(710
|
)
|
|
$
|
(56,391
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At March
|
|
|
At June
|
|
|
|
31,
|
|
|
30,
|
|
|
|
2010
|
|
|
2009
|
|
Long-lived assets
|
|
|
|
|
|
|
|
|
United States
|
|
$
|
3,287
|
|
|
$
|
4,879
|
|
Canada
|
|
|
1,361
|
|
|
|
1,693
|
|
United Kingdom
|
|
|
623
|
|
|
|
1,039
|
|
Other European countries
|
|
|
232
|
|
|
|
301
|
|
Asia
|
|
|
67
|
|
|
|
103
|
|
|
|
|
|
|
|
|
Total long-lived assets
|
|
$
|
5,570
|
|
|
$
|
8,015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deferred tax assets
|
|
|
|
|
|
|
|
|
United States
|
|
$
|
|
|
|
$
|
|
|
Canada
|
|
|
(1,792
|
)
|
|
|
(2,018
|
)
|
United Kingdom
|
|
|
352
|
|
|
|
283
|
|
Other European countries
|
|
|
(356
|
)
|
|
|
(512
|
)
|
Asia
|
|
|
(4
|
)
|
|
|
|
|
|
|
|
|
|
|
|
Total deferred tax assets
|
|
$
|
(1,800
|
)
|
|
$
|
(2,247
|
)
|
|
|
|
|
|
|
|
|
|
|
(1)
|
|
Operating loss for the nine months ended March 31, 2009 included a $40,250 goodwill
impairment charge. The charge was allocated to the Companys geographic locations,
specifically, $28,888 to the United States, $3,315 to the United Kingdom, $2,435 to Canada,
$4,873 to other European countries, and $739 to Asia.
|
14. Commitments and Contingencies
The Company has several non-cancelable operating leases for office space and equipment. There
were no material changes to the financial obligations for such leases during the nine months ended
March 31, 2010 from those disclosed in Note 19, Commitments and Contingencies, to the audited
consolidated financial statements included in the Companys Annual Report on Form 10-K for the
fiscal year ended June 30, 2009.
16
15. Legal Proceedings
In the normal course of business, the Company is at times subject to pending and threatened
legal actions and proceedings. After reviewing any pending and threatened actions and proceedings
with counsel, management does not expect the outcome of such actions or proceedings to have a
material adverse effect on the Companys business, financial condition or results of operations.
Item 2
Managements Discussion and Analysis of Financial Condition and Results of Operations
The discussion in this
Form 10-Q
contains forward-looking statements that involve risks and
uncertainties. The statements contained in this
Form 10-Q
that are not purely historical are
forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of 1934, as amended, including statements
regarding expectations, beliefs, plans, objectives, intentions or strategies regarding the future.
In some cases, you can identify forward-looking statements by terminology such as, may, should,
expects, plans, anticipates, feel, believes, estimates, predicts, potential,
continue, consider, possibility, or the negative of these terms or other comparable
terminology
.
All forward-looking statements included in this document are based on the information
available to the Company on the date hereof, and the Company assumes no obligation to update any
such forward-looking statement. Actual results could differ materially from the results discussed
herein. Factors that might cause or contribute to such differences include but are not limited to,
those discussed in the Risk Factors section set forth in reports or documents the Company files
from time to time with the SEC, such as its Annual Report on
Form 10-K
for the fiscal year ended
June 30, 2009, filed by the Company with the SEC on August 31, 2009. Risks and uncertainties also
include the continued volatility of the global macroeconomic environment and its impact on the
Company and its clients, the Companys ability to sustain and grow its revenue base, the Companys
ability to maintain and improve cost efficient operations, the impact of reorganization and
restructuring and related charges, quarterly variations in financial results, actions of
competitors, the Companys ability to develop and maintain products and services attractive to the
market, and uncertainties surrounding compliance with certain Nasdaq listing requirements.
Note:
Amounts shown below are in thousands of U.S. Dollars, unless otherwise noted. Also,
references herein to we, our, us, its, the Company or Harris Interactive refer to
Harris Interactive Inc. and its subsidiaries, unless the context specifically requires otherwise.
Overview
Harris Interactive is a leading global custom market research firm that uses web-based,
telephone and other research methodologies to provide clients with information about the views,
behaviors and attitudes of people worldwide.
For the three months ended March 31, 2010, financial highlights include:
|
|
|
our consolidated revenue for the quarter was up 3% compared with the same prior year
period, but down 1% when excluding favorable foreign currency impact. Sequentially,
consolidated revenue decreased by 8% compared with the second quarter of this fiscal year,
consistent with the normal seasonality of our business;
|
|
|
|
|
our consolidated bookings for the quarter grew by 18% compared with the same prior year
period and were up 6% excluding favorable foreign currency impact, building on the
comparative growth in bookings we experienced last quarter;
|
|
|
|
|
our operating loss for the quarter was $943, significantly improved from a $7,327 loss
for the third quarter of last fiscal year; and
|
|
|
|
|
we had $13,198 of cash, cash equivalents and marketable securities at March 31, 2010 and
generated positive cash flow from operations during the quarter.
|
17
Critical Accounting Policies and Estimates
The preparation of financial statements requires management to make estimates and assumptions
that affect amounts reported therein. The most significant of these areas involving difficult or
complex judgments made by management with respect to the preparation of our consolidated financial
statements in fiscal 2010 include:
|
§
|
|
Impairment of other intangible assets,
|
|
§
|
|
Stock-based compensation,
|
|
§
|
|
HIpoints loyalty program, and
|
|
§
|
|
Contingencies and other accruals.
|
In each situation, management is required to make estimates about the effects of matters or
future events that are inherently uncertain.
During the nine months ended March 31, 2010, there were no changes to the items that we
disclosed as our critical accounting policies and estimates in managements discussion and analysis
of financial condition and results of operations included in our Annual Report on Form 10-K for the
fiscal year ended June 30, 2009, filed by us with the SEC on August 31, 2009.
Results of Operations
Three Months Ended March 31, 2010 Versus Three Months Ended March 31, 2009
The following table sets forth the results of our operations, expressed both as a dollar
amount and as a percentage of revenue from services, for the three months ended March 31, 2010 and
2009, respectively:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2010
|
|
|
%
|
|
|
2009
|
|
|
%
|
|
Revenue from services
|
|
$
|
41,203
|
|
|
|
100.0
|
%
|
|
$
|
39,917
|
|
|
|
100.0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of services
|
|
|
26,569
|
|
|
|
64.5
|
|
|
|
24,912
|
|
|
|
62.4
|
|
Selling, general and administrative
|
|
|
13,829
|
|
|
|
33.6
|
|
|
|
15,159
|
|
|
|
38.0
|
|
Depreciation and amortization
|
|
|
1,656
|
|
|
|
4.0
|
|
|
|
1,832
|
|
|
|
4.6
|
|
Restructuring and other charges
|
|
|
92
|
|
|
|
0.2
|
|
|
|
5,341
|
|
|
|
13.4
|
|
Goodwill impairment charge
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating loss
|
|
|
(943
|
)
|
|
|
(2.3
|
)
|
|
|
(7,327
|
)
|
|
|
(18.4
|
)
|
Interest and other income
|
|
|
(30
|
)
|
|
|
(0.1
|
)
|
|
|
(54
|
)
|
|
|
(0.1
|
)
|
Interest expense
|
|
|
524
|
|
|
|
1.3
|
|
|
|
647
|
|
|
|
1.6
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss from operations before taxes
|
|
|
(1,437
|
)
|
|
|
(3.5
|
)
|
|
|
(7,920
|
)
|
|
|
(19.8
|
)
|
Provision (benefit) for income taxes
|
|
|
121
|
|
|
|
0.3
|
|
|
|
(1,209
|
)
|
|
|
(3.0
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss
|
|
$
|
(1,558
|
)
|
|
|
(3.8
|
)
|
|
$
|
(6,711
|
)
|
|
|
(16.8
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenue from services.
Revenue from services increased by $1,286, or 3.2%, to $41,203 for the
three months ended March 31, 2010 compared with the same prior year period. As more fully
described below, revenue from services was impacted by several factors and included a positive
foreign exchange rate impact of $1,714.
18
North American revenue decreased by $525 to $28,146 for the three months ended March 31, 2010
compared with the same prior year period, a decrease of 1.8%. By country, North American revenue
for the three months ended March 31, 2010 was comprised of:
|
|
|
Revenue from U.S. operations of $22,568, down 6.5% compared with $24,128 for the same
prior year period as a result of declines across several of our U.S. industry sectors
partially due to the loss of a large tracking study and the reduction in size of another.
However, we saw revenue growth within our U.S. Healthcare sector (15%), Business and
Industrial sector (3%), and Service Bureau (40%) business when compared with the same prior
year period.
|
|
|
|
Revenue from Canadian operations of $5,578, up 22.8% compared with $4,543 for the same
prior year period. On a local currency basis, Canadian revenue for the three months ended
March 31, 2010 increased by 2.9% compared with the same prior year period. The increase in
Canadian revenue was primarily due to strong sales during the three months ended December
31, 2009 which converted to revenue during the three months ended March 31, 2010.
|
European revenue increased by $1,233 to $11,560 for the three months ended March 31, 2010
compared with the same prior year period, an increase of 11.9%. By country, European revenue for
the three months ended March 31, 2010 was comprised of:
|
|
|
Revenue from U.K. operations of $6,927, down 2.9% compared with $7,137 for the same prior
year period. On a local currency basis, U.K. revenue for the three months ended March 31,
2010 decreased by 10.7% compared with the same prior year period. The decrease in U.K.
revenue was primarily due to the decrease in scope of a large tracking study.
|
|
|
|
Revenue from French operations of $3,095, up 54.4% compared with $2,004 for the same
prior year period. On a local currency basis, French revenue for the three months ended
March 31, 2010 increased by 44.5% compared with the same prior year period. The increase in
French revenue was primarily due to revenue generated from success in selling to new clients
across several industry sectors.
|
|
|
|
Revenue from German operations of $1,538, up 29.7% compared with $1,186 for the same
prior year period. On a local currency basis, German revenue for the three months ended
March 31, 2010 increased by 20.6% compared with the same prior year period. The increase in
German revenue was primarily due to revenue generated from success in selling to new clients
across several industry sectors.
|
Asian revenue increased by $577 to $1,496 for the three months ended March 31, 2010, an
increase of 62.8% compared with the same prior year period. The impact of the foreign exchange
rate on Asian revenue for the three months ended March 31, 2010 was inconsequential compared with
the same prior year period. The increase in Asian revenue was driven by stronger management and
improved coordination of our selling efforts in the region.
Cost of services.
Cost of services was $26,569 or 64.5% of total revenue for the three months
ended March 31, 2010, compared with $24,912 or 62.4% of total revenue for the same prior year
period. Cost of services for the three months ended March 31, 2010 was principally impacted by the
mix of projects performed when compared with the same prior year period.
Selling, general and administrative.
Selling, general and administrative expense for the
three months ended March 31, 2010 was $13,829 or 33.6% of total revenue, compared with $15,159 or
38.0% of total revenue for the same prior year period. Selling, general and administrative expense
was principally impacted by the following:
|
|
|
a $1,326 decrease in payroll-related expense, primarily driven by headcount reductions
taken during fiscal 2009, and
|
|
|
|
|
a $310 decrease in office rent, primarily driven by space reductions taken during fiscal
2009 and 2010.
|
Depreciation and amortization.
Depreciation and amortization was $1,656 or 4.0% of total
revenue for the three months ended March 31, 2010, compared with $1,832 or 4.6% of total revenue
for the same prior year period. The decrease in depreciation and amortization expense for the
three months ended March 31, 2010 when compared with the
19
same prior year period is the result of fixed and intangible assets that became fully
depreciated or amortized during fiscal 2009 combined with decreased capital spending as part of our
overall focus on controlling costs.
Restructuring and other charges.
Restructuring and other charges were $92 or less than 1% of
total revenue for the three months ended March 31, 2010, compared with $5,341 or 13.4% of total
revenue for the same prior year period. There were no restructuring activities during the three
months ended March 31, 2010. Other charges for the three months ended March 31, 2010 consisted
primarily of costs associated with reorganizing the operational structure of our businesses in
Asia. For the three months ended March 31, 2009, we incurred restructuring charges of $2,966
related to headcount reductions and consolidations of leased office space at our U.S. facilities
and $2,375 of other charges which included fees incurred for services provided by a consulting firm
engaged to assist us with performance improvement and other activities, contractually obligated
payments to former executives, and legal fees in connection with the amendment of our credit
agreement.
Interest and other income.
Interest and other income was $30 or less than 1% of total revenue
for the three months ended March 31, 2010, compared with $54 or less than 1% of total revenue for
the same prior year period. The decrease in interest and other income was principally the result
of a lower average cash balance during the three months ended March 31, 2010 when compared with the
same prior year period.
Interest expense.
Interest expense was $524 or 1.3% of total revenue for the three months
ended March 31, 2010, compared with $647 or 1.6% of total revenue for the same prior year period.
Interest expense for the three months ended March 31, 2009 included a $56 charge to reflect the
ineffectiveness of our interest rate swap as a cash flow hedge as a result of the violation of
certain financial covenants under our credit agreement. There was no such charge during the three
months ended March 31, 2010. Interest expense for the three months ended March 31, 2010 also
reflects the impact of the decline in outstanding debt as we continue to make required principal
payments.
Income taxes.
We recorded an income tax provision of $121 for the three months ended March
31, 2010, compared with an income tax benefit of $1,209 for the same prior year period. The tax
provision for the three months ended March 31, 2010 was comprised primarily of tax expense related
to income in certain of our foreign jurisdictions. The tax benefit for the three months ended March
31, 2009 was principally impacted by the tax benefits related to operating losses in a number of
our foreign jurisdictions. We did not record any tax benefit for our U.S. operating loss during
the three months ended March 31, 2010 or 2009 based on our assessment of the realizability of the
related deferred tax asset. A full valuation allowance continues to be recorded at March 31, 2010
against our U.S. deferred tax assets.
Nine Months Ended March 31, 2010 Versus Nine Months Ended March 31, 2009
The following table sets forth the results of our operations, expressed both as a dollar
amount and as a percentage of revenue from services, for the nine months ended March 31, 2010 and
2009, respectively:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2010
|
|
|
%
|
|
|
2009
|
|
|
%
|
|
Revenue from services
|
|
$
|
124,767
|
|
|
|
100.0
|
%
|
|
$
|
140,857
|
|
|
|
100.0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of services
|
|
|
79,083
|
|
|
|
63.4
|
|
|
|
87,474
|
|
|
|
62.1
|
|
Selling, general and administrative
|
|
|
40,641
|
|
|
|
32.6
|
|
|
|
51,884
|
|
|
|
36.8
|
|
Depreciation and amortization
|
|
|
5,130
|
|
|
|
4.1
|
|
|
|
5,827
|
|
|
|
4.1
|
|
Restructuring and other charges
|
|
|
623
|
|
|
|
0.5
|
|
|
|
11,813
|
|
|
|
8.4
|
|
Goodwill impairment charge
|
|
|
|
|
|
|
|
|
|
|
40,250
|
|
|
|
28.6
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating loss
|
|
|
(710
|
)
|
|
|
(0.6
|
)
|
|
|
(56,391
|
)
|
|
|
(40.0
|
)
|
Interest and other income
|
|
|
(57
|
)
|
|
|
(0.0
|
)
|
|
|
(379
|
)
|
|
|
(0.3
|
)
|
Interest expense
|
|
|
1,560
|
|
|
|
1.3
|
|
|
|
2,477
|
|
|
|
1.8
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss from operations before taxes
|
|
|
(2,213
|
)
|
|
|
(1.8
|
)
|
|
|
(58,489
|
)
|
|
|
(41.5
|
)
|
Provision (benefit) for income taxes
|
|
|
(1,354
|
)
|
|
|
(1.1
|
)
|
|
|
16,105
|
|
|
|
11.4
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss
|
|
$
|
(859
|
)
|
|
|
(0.7
|
)
|
|
$
|
(74,594
|
)
|
|
|
(53.0
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
20
Revenue from services.
Revenue from services decreased by $16,090, or 11.4%, to $124,767 for
the nine months ended March 31, 2010 compared with the same prior year period, and included a
positive foreign exchange rate impact of $1,633. This decrease was principally as a result of the
timing of the global recession and the factors discussed under Revenue from services for the
three months ended March 31, 2010. While revenue from services was down on a consolidated basis and
in most of our geographic regions compared with the same prior year period, the rate of decline has
slowed significantly.
North American revenue decreased by $14,359 to $87,446 for the nine months ended March 31,
2010 compared with the same prior year period, a decrease of 14.1%. By country, North American
revenue for the nine months ended March 31, 2010 was comprised of:
|
|
|
Revenue from U.S. operations of $72,199, down 16.5% compared with $86,457 for the same
prior year period.
|
|
|
|
Revenue from Canadian operations of $15,247, down 0.7% compared with $15,348 for the same
prior year period. On a local currency basis, Canadian revenue for the nine months ended
March 31, 2010 decreased by 8.2% compared with the same prior year period.
|
European revenue decreased by $1,487 to $33,799 for the nine months ended March 31, 2010
compared with the same prior year period, a decrease of 4.2%. By country, European revenue for the
nine months ended March 31, 2010 was comprised of:
|
|
|
Revenue from U.K. operations of $20,283, down 18.0% compared with $24,747 for the same
prior year period. On a local currency basis, U.K. revenue for the nine months ended March
31, 2010 decreased by 17.0% compared with the same prior year period.
|
|
|
|
Revenue from French operations of $8,901, up 41.2% compared with $6,305 for the same
prior year period. On a local currency basis, French revenue for the nine months ended
March 31, 2010 increased by 32.2% compared with the same prior year period. The increase in
French revenue was primarily due to revenue generated from success in selling to new clients
across several industry sectors.
|
|
|
|
Revenue from German operations of $4,615, up 9.0% compared with $4,234 for the same prior
year period. On a local currency basis, German revenue for the nine months ended March 31,
2010 increased by 3.1% compared with the same prior year period. The increase in German
revenue was primarily due to revenue generated from success in selling to new clients across
several industry sectors.
|
Asian revenue decreased by $244 to $3,522 for the nine months ended March 31, 2010, a decrease
of 6.5% compared with the same prior year period. The impact of the foreign exchange rate on Asian
revenue for the nine months ended March 31, 2010 was inconsequential compared with the same prior
year period.
Cost of services.
Cost of services was $79,083 or 63.4% of total revenue for the nine months
ended March 31, 2010, compared with $87,474 or 62.1% of total revenue for the same prior year
period. Cost of services for the nine months ended March 31, 2010 was principally impacted by the
mix of projects performed when compared with the same prior year period.
Selling, general and administrative.
Selling, general and administrative expense for the nine
months ended March 31, 2010 was $40,641 or 32.6% of total revenue, compared with $51,884 or 36.8%
of total revenue for the same prior year period. Selling, general and administrative expense was
principally impacted by the following:
|
|
|
a $6,441 decrease in payroll-related expense, primarily driven by headcount reductions
taken during fiscal 2009,
|
|
|
|
a $1,229 decrease in stock-based compensation expense, primarily driven by the
forfeiture of stock options and restricted stock upon the departure of several senior
executives during fiscal 2009,
|
|
|
|
|
a $760 decrease in travel expense, primarily driven by our continued focus on controlling
these costs, and
|
|
|
|
|
a $637 decrease in office rent, primarily driven by space reductions taken during fiscal
2009 and 2010.
|
21
The remainder of the decrease in selling, general and administrative expense was the result of
decreases across a number of other operating expense categories because of our continued focus on
ensuring appropriate alignment of our cost structure relative to the needs of our business.
Depreciation and amortization.
Depreciation and amortization was $5,130 or 4.1% of total
revenue for the nine months ended March 31, 2010, compared with $5,827 or 4.1% of total revenue for
the same prior year period. The decrease in depreciation and amortization expense for the nine
months ended March 31, 2010 when compared with the same prior year period is the result of fixed
and intangible assets that became fully depreciated or amortized during fiscal 2009 combined with
decreased capital spending as part of our overall focus on controlling costs.
Restructuring and other charges.
Restructuring and other charges were $623 or less than 1% of
total revenue for the nine months ended March 31, 2010, compared with $11,813 or 8.4% of total
revenue for the same prior year period. There were no restructuring activities during the nine
months ended March 31, 2010. Other charges for the nine months ended March 31, 2010 included
additional legal fees associated with the amendment of our credit agreement during fiscal 2009,
costs incurred to close our telephone-based data collection center in Brentford, United Kingdom,
and costs associated with reorganizing the operational structure of our businesses in Asia. For
the nine months ended March 31, 2009, we incurred restructuring charges of $6,086 related to
headcount reductions and consolidations of leased office space at our U.S. facilities, and $5,727
of other charges which included fees incurred for services provided by a consulting firm engaged to
assist us with performance improvement and other activities, contractually obligated payments to
former executives, and legal fees in connection with the amendment of our credit agreement.
Interest and other income.
Interest and other income was $57 or less than 1% of total revenue
for the nine months ended March 31, 2010, compared with $379 or less than 1% of total revenue for
the same prior year period. The decrease in interest and other income was principally the result
of a lower average cash balance during the nine months ended March 31, 2010 when compared with the
same prior year period.
Interest expense.
Interest expense was $1,560 or 1.3% of total revenue for the nine months
ended March 31, 2010, compared with $2,477 or 1.8% of total revenue for the same prior year period.
Interest expense for the nine months ended March 31, 2009 included a $961 charge to reflect the
ineffectiveness of our interest rate swap as a cash flow hedge as a result of the violation of
certain financial covenants under our credit agreement. There was no such charge during the nine
months ended March 31, 2010. Interest expense for the nine months ended March 31, 2010 also
reflects the impact of the decline in outstanding debt as we continue to make required principal
payments.
Income taxes.
We recorded an income tax benefit of $1,354 for the nine months ended March 31,
2010, compared with an income tax provision of $16,105 for the same prior year period. The tax
benefit for the nine months ended March 31, 2010 was principally impacted by the tax benefits
related to operating losses in certain of our foreign jurisdictions and a tax law change which
resulted in an additional tax benefit of $1,103. The tax provision for the nine months ended March
31, 2009 was principally impacted by the valuation allowance of $18,861 recorded against our U.S.
deferred tax assets. A full valuation allowance continues to be recorded at March 31, 2010 against
our U.S. deferred tax assets.
22
Significant Factors Affecting our Performance
Key Operating Metrics
We closely track certain key operating metrics, specifically bookings and secured revenue.
These key operating metrics enable us to measure the current and forecasted performance of our
business relative to historical trends.
Key operating metrics for the three months ended March 31, 2010 and the four preceding fiscal
quarters were as follows (U.S. Dollar amounts in millions):
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Q3
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Q4
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Q1
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Q2
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Q3
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FY2009
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FY2009
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FY2010
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FY2010
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FY2010
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Bookings
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$
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37.9
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$
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36.3
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$
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32.7
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$
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53.2
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$
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44.7
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Secured revenue
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$
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56.0
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$
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48.8
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$
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42.5
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$
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51.1
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$
|
54.6
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|
Additional information regarding each of the key operating metrics noted above is as follows:
Bookings
are defined as the contract value of revenue-generating projects that are anticipated
to take place during the next four fiscal quarters for which a firm client commitment was received
during the current period, less any adjustments to prior period bookings due to contract value
adjustments or project cancellations during the current period.
Bookings for the three months ended March 31, 2010 were $44.7 million, an increase of 17.8%
compared with $37.9 million for the same prior year period. Excluding a favorable foreign currency
impact of $4.5 million, bookings were up 6.1%. The increase in bookings was primarily due to strong
sales growth in our service bureau business, omnibus products, and sales within the government
sector in Canada, the renewal of a large tracking study in the U.K. after a one year postponement
of that study and continued success in selling to new clients across several industry sectors in
France, partially offset by an 8.0% decline in U.S. bookings driven primarily by our sales force
requiring additional time to rebuild the sales pipeline.
Monitoring bookings enhances our ability to forecast long-term revenue and to measure the
effectiveness of our marketing and sales initiatives. However, we also are mindful that bookings
often vary significantly from quarter to quarter. Information concerning our new bookings is not
comparable to, nor should it be substituted for, an analysis of our revenue over time. There are no
third-party standards or requirements governing the calculation of bookings. New bookings involve
estimates and judgments regarding new contracts and renewals, as well as extensions and additions
to existing contracts. Subsequent cancellations, suspensions and other matters may affect the
amount of bookings previously reported.
Secured Revenue
(formerly referred to as ending sales backlog) is defined as prior period
secured revenue plus current period bookings, less revenue recognized on outstanding projects as of
the end of the period.
Secured revenue helps us manage our future staffing levels more accurately and is also an
indicator of the effectiveness of our marketing and sales initiatives. Based on our experience,
projects included in secured revenue at the end of a fiscal period generally convert to revenue
from services during the following twelve months.
Secured revenue for the three months ended March 31, 2010 was $54.6 million, compared with
$56.0 million for the same prior year period. The decrease in secured revenue was the result of
the fluctuations in revenue from services and bookings discussed above.
Financial Condition, Liquidity and Capital Resources
Liquidity and Capital Resources
At March 31, 2010, we had cash, cash equivalents, and marketable securities of $13,198,
compared with $17,762 at June 30, 2009. Available sources of cash to support known or reasonably
likely cash requirements over the next
23
12
months include cash, cash equivalents and marketable securities on hand, additional cash that
may be generated from our operations, and funds to the extent available through our credit
facilities discussed below. Until we achieve certain leverage ratios specified in our credit
agreement, we must have minimum cash balances ranging between 1.2 and 1.5 times the amount of
borrowings we make under the revolving line that is part of our credit facilities. In addition,
the revolving line expires on July 15, 2010 unless extended by our lenders. While we believe that
our available sources of cash, even without access to our revolving line, will support known or
reasonably likely cash requirements over the next 12 months, including quarterly principal payments
of $1,731 and interest payments due under our credit agreement, our ability to generate cash from
our operations is dependent upon our ability to profitably generate revenue, which requires that we
continually develop new business, both for growth and to replace completed projects. Although work
for no one client constitutes more than 10% of our revenue, we have had to find significant amounts
of replacement and additional revenue as client relationships and work for continuing clients
change and will likely have to continue to do so in the future. Our ability to profitably generate
revenue depends not only on execution of our business plans, but also on general market factors
outside of our control. As many of our clients treat all or a portion of their market research
expenditures as discretionary, our ability to profitably generate revenue is adversely impacted
whenever there are adverse macroeconomic conditions in the markets we serve.
Our capital requirements depend on numerous factors, including but not limited to, market
acceptance of our products and services, the resources we allocate to the continuing development of
new products and services, our technology infrastructure and online panel, and the marketing and
selling of our products and services. We would be able to control or defer certain capital and
other expenditures in order to help preserve cash if necessary. Our capital expenditures during
the nine months ended March 31, 2010 were $480, and no significant capital expenditures are planned
for the remainder of fiscal 2010.
The following table sets forth net cash provided by (used in) operating activities, net
cash provided by (used in) investing activities, and net cash used in financing activities, for the
nine months ended March 31:
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2010
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2009
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Net cash provided by (used in) operating activities
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$
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1,967
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|
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$
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(7,556
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)
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Net cash provided by (used in) investing activities
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20
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(2,580
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)
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Net cash used in financing activities
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(5,078
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)
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(5,042
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)
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Net cash provided by (used in) operating activities.
Net cash provided by operating
activities was $1,967 for the nine months ended March 31, 2010, compared with $7,556 used in
operating activities for the same prior year period. The change was principally the result of a
decrease in the net loss for the nine months ended March 31, 2010 when compared with the same prior
year period, along with timing differences in cash payments and receipts when compared with the
same prior year period.
Net cash provided by (used in) investing activities.
Net cash provided by investing
activities was $20 for the nine months ended March 31, 2010, compared with $2,580 used in investing
activities for the same prior year period. The change from the same prior year period was
principally the result of an increase in the net proceeds from the maturities and sales of
marketable securities from $(1,419) for the nine months ended March 31, 2009 to $500 for the nine
months ended March 31, 2010. Additionally, capital expenditures decreased from $1,161 for the nine
months ended March 31, 2009 to $480 for the nine months ended March 31, 2010 as a result of a
reduction in capital spending as part of our overall focus on controlling costs.
Net cash used in financing activities.
Net cash used in financing activities was $5,078 for
the nine months ended March 31, 2010, substantially consistent with $5,042 for the same prior year
period. Cash used during both periods was for required principal payments on our outstanding debt,
offset by cash received from the purchase of shares by employees through our Employee Stock
Purchase Plans.
Credit Facilities
The principal terms of the Amended Credit Agreement are described in Note 8, Borrowings, to
our unaudited consolidated financial statements contained in this Quarterly Report on Form 10-Q.
24
At March 31, 2010, we were in compliance with all of the covenants under the Amended Credit
Agreement. For the three months ended March 31, 2010, our financial covenants were:
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Covenant
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Required
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Actual
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Minimum Consolidated Interest Coverage Ratio
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2.25:1.00
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4.04:1.00
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Maximum Consolidated Leverage Ratio
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4.20:1.00
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1.94:1.00
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Minimum Consolidated Revenue
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$
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34,000
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$
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41,203
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At March 31, 2010, we had $17,313 outstanding under the Amended Credit Agreement compared with
$24,238 at March 31, 2009. At March 31, 2010 and 2009, we did not have any amounts outstanding
under our revolving line of credit.
Interest Rate Swap
Effective September 21, 2007, we entered into an interest rate swap agreement with JPMorgan,
which effectively fixed the floating LIBOR interest portion of the rates on the amounts outstanding
under Term Loans A and B (reflecting the consolidation of Term Loans B and C into Term Loan B) at
5.08% through September 21, 2012. The three-month LIBOR rate received on the swap matches the base
rate paid on the term loans since both use three-month LIBOR. The swap had an initial notional
value of $34,625 which declines as payments are made on Term Loans A and B so that the amount
outstanding under those term loans and the notional amount of the swap are always equal. The
interest rate swap had a notional amount of $17,313 at March 31, 2010, which was the same as the
outstanding amount of the term loans. The terms of the interest rate swap were unaffected by the
amendments made to the 2007 Credit Agreement in the Amended Credit Agreement.
At March 31, 2010, we recorded a liability of $977 in the Other liabilities line item of our
unaudited consolidated balance sheet to reflect the fair value of the interest rate swap. Changes
in the fair value of the interest rate swap are recorded through other comprehensive income.
Off-Balance Sheet Arrangements and Contractual Obligations
At March 31, 2010, we did not have any transaction, agreement or other contractual arrangement
constituting an off-balance sheet arrangement as defined in Item 303(a)(4) of Regulation S-K.
There have been no material changes outside the ordinary course of business during the nine
months ended March 31, 2010 to our contractual obligations as disclosed in our Annual Report on
Form 10-K for the fiscal year ended June 30, 2009, filed by us with the SEC on August 31, 2009.
Recent Accounting Pronouncements
See Note 3, Recent Accounting Pronouncements, to our unaudited consolidated financial
statements contained in this Quarterly Report on Form 10-Q for a discussion of the impact of
recently issued accounting pronouncements on our unaudited consolidated financial statements at
March 31, 2010 and for the nine months then ended, as well as the expected impact on our
consolidated financial statements for future periods.
Item 3
Quantitative and Qualitative Disclosures about Market Risk
We have two kinds of market risk exposures, interest rate exposure and foreign currency
exposure. We have no market risk sensitive instruments entered into for trading purposes.
If we were to increase our debt or expand globally, the risk of interest rate and foreign
currency exchange rate fluctuations may increase. On an ongoing basis, we will continue to assess
the need to utilize interest rate swaps and financial instruments to mitigate such risk.
25
We reviewed our cash equivalents and marketable securities at March 31, 2010. We do not
believe that our holdings have a material liquidity risk under current market conditions.
Interest Rate Exposure
At March 31, 2010, we had outstanding debt under the Amended Credit Agreement of $17,313. The
debt matures September 21, 2012 and bears interest at the floating adjusted LIBOR plus an
applicable margin. On September 21, 2007, we entered into an interest rate swap agreement, which
fixed the floating adjusted LIBOR portion of the interest rate at 5.08% through September 21, 2012.
The additional applicable margin is fixed at 5%.
Using a sensitivity analysis based on a hypothetical 1% increase in prevailing interest rates
over a 12-month period, each 1% increase from prevailing interest rates at March 31, 2010 would
have increased the fair value of the interest rate swap by $189 and each 1% decrease from
prevailing interest rates at March 31, 2010 would have decreased the fair value of the interest
rate swap by $218.
Foreign Currency Exposure
As a result of operating in foreign markets, our financial results could be affected by
significant changes in foreign currency exchange rates. We have international sales and operations
in North America, Europe, and Asia. Therefore, we are subject to foreign currency rate exposure.
Non-U.S. transactions are denominated in the functional currencies of the respective countries in
which our foreign subsidiaries reside. Our consolidated assets and liabilities are translated into
U.S. Dollars at the applicable exchange rates in effect as of the balance sheet date. Consolidated
income and expense items are translated into U.S. Dollars at the average exchange rates for each
period presented. Accumulated net translation adjustments are recorded in the accumulated other
comprehensive income component of stockholders equity. We measure our risk related to foreign
currency rate exposure on two levels, the first being the impact of operating results on the
consolidation of foreign subsidiaries that are denominated in the functional currencies of their
home countries, and the second being the extent to which we have instruments denominated in foreign
currencies.
Foreign exchange translation gains and losses are included in our results of operations since
we consolidate the results of our international operations, which are denominated in each countrys
functional currency, with our U.S. results. The impact of translation gains or losses on net income
from consolidating foreign subsidiaries was not material for the periods presented. We have
historically had low exposure to changes in foreign currency exchange rates upon consolidating the
results of our foreign subsidiaries with our U.S. results due to the size of our foreign operations
in comparison to our consolidated operations. However, if the operating profits of our
international operations increase as a percentage of our consolidated operations, our exposure to
the appreciation or depreciation in the U.S. Dollar could have a more significant impact on our net
income and cash flows. Thus, we evaluate our exposure to foreign currency fluctuation risk on an
ongoing basis.
Since our foreign operations are conducted using foreign currencies, we bear additional risk
of fluctuations in exchange rates because of instruments denominated in foreign currencies. We have
historically had low exposure to changes in foreign currency exchange rates with regard to
instruments denominated in foreign currencies, given the amount and short-term nature of the
maturity of these instruments. The carrying values of financial instruments denominated in foreign
currencies, including cash, cash equivalents, accounts receivable and accounts payable, approximate
fair value because of the short-term nature of the maturity of these instruments.
We performed a sensitivity analysis at March 31, 2010. Holding all other variables constant,
we have determined that the impact of a near-term 10% appreciation or depreciation of the U.S.
Dollar would have an insignificant effect on our financial condition, results of operations and
cash flows.
Item 4
Controls and Procedures
Our management, with the participation of our Principal Executive Officer and Principal
Financial Officer, evaluated the effectiveness of the design and operation of our disclosure
controls and procedures (as defined in Rule 13a-15(e) of the Securities Exchange Act of 1934, as
amended (the Exchange Act)). Based on that evaluation, our Principal Executive Officer and
Principal Financial Officer concluded that our disclosure controls and procedures as of March 31,
2010 (the
26
end of the period covered by this Quarterly Report on Form 10-Q) were effective. Further,
there have been no changes in our internal control over financial reporting identified in
connection with managements evaluation thereof during the quarter ended March 31, 2010 that have
materially affected, or are reasonably likely to materially affect, our internal control over
financial reporting.
PART II: Other Information
Item 1
Legal Proceedings
In the normal course of business, we are at times subject to pending and threatened legal
actions and proceedings. After reviewing with counsel any pending and threatened actions and
proceedings, management does not expect the outcome of such actions or proceedings to have a
material adverse effect on our business, financial condition or results of operations.
Item 1A
Risk Factors
There are no material changes from the risk factors related to our business as disclosed in
our Annual Report on Form 10-K for the fiscal year ended June 30, 2009, filed by us with the SEC on
August 31, 2009.
Item 2
Unregistered Sales of Equity Securities and Use of Proceeds
None.
Item 3
Defaults Upon Senior Securities
None.
Item 4
Submission of Matters to a Vote of Security Holders
None.
Item 5
Other Information
None.
Item 6
Exhibits
10.1*
|
|
Separation Agreement between the Company and Frank E. Forkin, dated March 5, 2010.
|
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10.2*
|
|
Compensation Arrangement for Executive Officer by and between the Company and Robert Salvoni.
|
|
10.3*
|
|
Compensation Arrangement for Executive Officer by and between the Company and Marc H. Levin.
|
|
10.4*
|
|
Modification to Compensation Arrangement for Executive Officer by and between the Company and Marc H. Levin.
|
|
10.5*
|
|
Compensation Arrangement for Executive Officer by and between the Company and Patti B. Hoffman.
|
|
10.6
|
|
Agreement for Lease Relating to Vantage West, Great West Road, London by and among the
Company, Harris Interactive U.K. Limited, and UBS Global Asset Management.
|
|
10.7
|
|
Credit Agreement dated September 21, 2007 between JPMorgan Chase Bank, N.A., as
Administrative Agent, the lenders parties thereto and the Company.
|
27
10.8
|
|
Waiver and Amendment Agreement No. 1 to that certain Credit Agreement, dated as of
February 5, 2009, and effective as of December 31, 2008, among JPMorgan Chase Bank, National
Association, the Lenders Party Thereto, and the Company, incorporating as Annex I thereto the
Credit Agreement dated September 21, 2007, and amended as of December 31, 2008.
|
|
10.9
|
|
Waiver and Amendment Agreement No. 3 to that certain Credit Agreement, dated as of May 6,
2009, among JPMorgan Chase Bank, National Association, the Lenders Party Thereto, and the
Company.
|
|
31.1
|
|
Certificate of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act
of 2002.
|
|
31.2
|
|
Certificate of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act
of 2002.
|
|
32.1
|
|
Certificate of the Chief Executive Officer pursuant to 18 U.S.C. §1350 (Section 906 of the
Sarbanes-Oxley Act of 2002).
|
|
32.2
|
|
Certificate of the Chief Financial Officer pursuant to 18 U.S.C. §1350 (Section 906 of the
Sarbanes-Oxley Act of 2002).
|
|
|
*
|
|
Denotes management contract or arrangement
|
28
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, thereunto duly authorized.
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|
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May 5, 2010
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Harris Interactive Inc.
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By:
|
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/s/ Eric W. Narowski
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|
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Eric W. Narowski
Interim Chief Financial Officer, Senior Vice President,
Principal Accounting Officer and Global Controller
(On Behalf of the Registrant and as
Principal Financial and Accounting Officer)
|
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|
29
Exhibit Index
10.1*
|
|
Separation Agreement between the Company and Frank E. Forkin, dated March 5, 2010.
|
|
10.2*
|
|
Compensation Arrangement for Executive Officer by and between the Company and Robert Salvoni.
|
|
10.3*
|
|
Compensation Arrangement for Executive Officer by and between the Company and Marc H. Levin.
|
|
10.4*
|
|
Modification to Compensation Arrangement for Executive Officer by and between the Company and Marc H. Levin.
|
|
10.5*
|
|
Compensation Arrangement for Executive Officer by and between the Company and Patti B. Hoffman.
|
|
10.6
|
|
Agreement for Lease Relating to Vantage West, Great West Road, London by and among the
Company, Harris Interactive U.K. Limited, and UBS Global Asset Management.
|
|
10.7
|
|
Credit Agreement dated September 21, 2007 between JPMorgan Chase Bank, N.A., as
Administrative Agent, the lenders parties thereto and the Company.
|
|
10.8
|
|
Waiver and Amendment Agreement No. 1 to that certain Credit Agreement, dated as of
February 5, 2009, and effective as of December 31, 2008, among JPMorgan Chase Bank, National
Association, the Lenders Party Thereto, and the Company, incorporating as Annex I thereto the
Credit Agreement dated September 21, 2007, and amended as of December 31, 2008.
|
|
10.9
|
|
Waiver and Amendment Agreement No. 3 to that certain Credit Agreement, dated as of May 6,
2009, among JPMorgan Chase Bank, National Association, the Lenders Party Thereto, and the
Company.
|
|
31.1
|
|
Certificate of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act
of 2002.
|
|
31.2
|
|
Certificate of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002.
|
|
32.1
|
|
Certificate of the Chief Executive Officer pursuant to 18 U.S.C. §1350 (Section 906 of the
Sarbanes-Oxley Act of 2002).
|
|
32.2
|
|
Certificate of the Chief Financial Officer pursuant to 18 U.S.C. §1350 (Section 906 of
the Sarbanes-Oxley Act of 2002).
|
|
*
|
|
Denotes management contract or arrangement
|
30
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