- Current report filing (8-K)
November 01 2011 - 6:59AM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
November 1, 2011
Date of Report (Date of Earliest Event Reported)
HARRIS INTERACTIVE INC.
(Exact Name of Registrant as Specified in Charter)
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Delaware
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000-27577
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16-1538028
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification Number)
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161 Sixth Avenue, New York, New York
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10013
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrants Telephone Number Including Area Code: (212) 539-9600
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below
if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Section 2 Financial Information
Item 2.02 Results of Operations and Financial Condition
On November 1,
2011, Harris Interactive Inc. (the Company) issued a press release announcing the Companys earnings for the fiscal quarter ended September 30, 2011. A copy of the press release is attached to this Current Report on Form 8-K as
Exhibit 99.1 and is incorporated herein by reference.
The following non-GAAP financial measures are referenced in the press release
attached as Exhibit 99.1: adjusted EBITDA and adjusted EBITDA with the add-back of restructuring and other charges. A reconciliation of these non-GAAP measures to the most directly comparable financial measure calculated and presented in
accordance with GAAP, GAAP Net Loss, is provided as part of the press release.
These non-GAAP financial measures should not be considered in
isolation; they are in addition to, and are not a substitution, for financial performance measures under GAAP. These non-GAAP financial measures may be different from non-GAAP measures used by other companies. Further, we may utilize other measures
to illustrate performance in the future. Non-GAAP measures have limitations since they do not reflect all of the amounts associated with the Companys results of operations as determined in accordance with GAAP.
The Company defines Non-GAAP Adjusted EBITDA as earnings before interest expense (income), income taxes, depreciation and amortization, and stock based
compensation. Non-GAAP Adjusted EBITDA may not be comparable to similarly titled measures reported by other companies. The Company is presenting Non-GAAP Adjusted EBITDA because it provides investors with an additional way to view its
operations, when considered with both its GAAP results and the reconciliation to net loss, which the Company believes provides a more complete understanding of its business than could be obtained absent this disclosure. Non-GAAP Adjusted EBITDA is
presented solely as a supplemental disclosure because: (i) the Company believes it is a useful tool for investors to assess the operating performance of the business without the effect of non-cash depreciation, amortization and stock based
compensation expenses; (ii) the Company believes that investors will find this data useful in assessing its ability to service or incur indebtedness; and (iii) Non-GAAP Adjusted EBITDA is a component of the financial covenant measures used
by the Companys lenders in connection with the Companys credit facilities. The use of Non-GAAP Adjusted EBITDA has limitations and should not be considered in isolation from or as an alternative to GAAP measures, such as net loss,
operating loss or other data prepared in accordance with GAAP, or as a measure of the Companys profitability or liquidity.
The Company
believes that its description of Non-GAAP Adjusted EBITDA with the add-back of restructuring and other charges is useful to investors because it provides a means for investors to better understand the Companys ongoing operations during the
fiscal quarter.
Item 2.05 Costs Associated with Exit or Disposal Activities.
As disclosed in the Current Report on Form 8-K filed by the Company with the Securities and Exchange Commission on July 20, 2011, on July 18,
2011, the Board of Directors (the Board) of the Company approved the closure of the Companys operations in Hong Kong, Singapore and Shanghai (collectively, Harris Asia). This decision was based on the Boards
determination that Harris Asias operations did not adequately support the Companys strategic objectives.
For the three months
ended September 30, 2011, the Company recognized $1.4 million in restructuring and other charges in connection with the closure of Harris Asia, including termination benefits, write-off of intangible and fixed assets, and lease termination
costs. The operations of Harris Asia were not classified as discontinued operations for the three months ended September 30, 2011, given the significance of the assets and liabilities remaining on the balance sheet and attributable to Harris
Asia at September 30, 2011.
Section 9 Financial Statements and Exhibits
Item 9.01. Financial Statements and Exhibits.
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Exhibit 99.1
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Press Release issued by Harris Interactive Inc. on November 1, 2011 announcing the Companys earnings for the fiscal quarter ended September 30,
2011.
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Exhibit 99.1 is not filed pursuant to the Securities Exchange Act of 1934 and is not incorporated by
reference into any registrations under the Securities Act of 1933. Additionally, the submission of Item 2.02 in this Report on Form 8-K is not an admission as to the materiality of any information in this Report that is required to be disclosed
solely by Regulation FD.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.
HARRIS INTERACTIVE INC.
(Registrant)
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By:
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/s/ Eric W. Narowski
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Name:
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Eric W. Narowski
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Title:
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Interim Chief Financial Officer
(Principal Financial Officer)
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Dated: November 1, 2011
EXHIBIT INDEX
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EXHIBIT NO.
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DESCRIPTION
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Exhibit 99.1
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Press Release issued by Harris Interactive Inc. on November 1, 2011 announcing the Companys earnings for the fiscal quarter ended September 30,
2011.
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