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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-K
(MARK ONE)
|X| ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1999
OR
|_| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM _______ TO _______
COMMISSION FILE NUMBER: 001-12275
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NIELSEN MEDIA RESEARCH, INC.
(Exact Name of Registrant as Specified in its Charter)
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DELAWARE 06-1450569
(State of Incorporation) (I.R.S. Employer Identification No.)
299 PARK AVENUE, NEW YORK, NEW YORK 10171
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (212) 708-7500
Securities registered pursuant to Section 12(b) of the Act: NONE
Securities registered pursuant to Section 12(g) of the Act: NONE
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 |X| No |_|
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K.___
There is no public market for the Registrant's Common Stock.
As of March 1, 2000, 1,000 shares of Common Stock of Nielsen Media
Research, Inc. were outstanding.
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TABLE OF CONTENTS
PAGE
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PART I
Item 1. Business ................................................... 1
Item 2. Properties ................................................. 12
Item 3. Legal Proceedings .......................................... 12
Item 4. Submission of Matters to a Vote of Security Holders ........ 12
PART II
Item 5. Market for Registrant's Common Equity and
Related Stockholder Matters ................................ 13
Item 6. Selected Financial Data .................................... 13
Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations ........................ 13
Item 7A. Quantitative and Qualitative Disclosures
About Market Risk .......................................... 16
Item 8. Financial Statements and Supplementary Data ................ 17
Item 9. Changes in and Disagreements with Accountants
on Accounting and Financial Disclosure ..................... 17
PART III
Item 10. Directors and Executive Officers of the Registrant ......... 18
Item 11. Executive Compensation ..................................... 19
Item 12. Security Ownership of Certain Beneficial Owners
and Management ............................................. 21
Item 13. Certain Relationships and Related Transactions ............. 21
PART IV
Item 14. Exhibits, Financial Statement Schedules and
Reports on Form 8-K ........................................ 21
Index to Financial Statements and Schedule ........................... F-1
DOCUMENTS INCORPORATED BY REFERENCE
None
PART I
ITEM 1. BUSINESS
Nielsen Media Research, Inc. ("Nielsen Media Research" or the "Company") is
the leading source of television audience measurement and related services in
the United States and Canada. Customers have used Nielsen Media Research's
television audience research information in the United States for 50 years.
Through its core ratings business, the Company estimates television audience
size and demographics and reports this and related information to a diverse
customer base, including buyers and sellers of television advertising, on a
subscription basis. Customers include advertisers, advertising agencies,
broadcast networks, cable networks, program syndicators, cable operators, sports
organizations, television stations and station representatives. Nielsen Media
Research data has accordingly become the common standard, or "currency," for
setting television advertising rates and determining programming decisions. In
1999, advertisers spent approximately $48 billion in the United States on
national and local television advertising, according to McCann-Erickson
Worldwide, to bring a variety of advertising messages to approximately 100
million U.S. television households.
The Company offers ratings services in four principal areas: (i) National
Ratings Services; (ii) Local Ratings Services; (iii) U.S. Hispanic Ratings
Services; and (iv) Canadian Ratings Services. These services include reports
consisting of specific sets of viewing data, some of which are syndicated
reports covering all or major portions of the television industry, and some of
which are customized. Reports are available both in printed form and as
electronically transmitted data. In addition, subscribers can elect to license
the Company's software, which enables them to access, manipulate and customize
varying levels of information directly from the Company's database. The Company
also offers services that enable advertisers to manage their media spending by
linking television ratings to commercial occurrences, and that, through its
subsidiary NetRatings, Inc. ("NetRatings") and otherwise, provide Internet and
Web-page usage and advertising analysis to the expanding interactive media
industry. The Company owns approximately 57% of the outstanding shares of common
stock of NetRatings.
On October 27, 1999, all of the remaining outstanding shares of Common
Stock of the Company were acquired by a wholly owned subsidiary of VNU N.V.
("VNU"), a company organized under the laws of The Netherlands, through a
merger. VNU's subsidiary had previously acquired 94.8% of the outstanding shares
pursuant to a tender offer. The price paid for each share was $37.75, and the
aggregate value of the transaction was approximately $2.7 billion. As a result,
the Company is now a wholly owned subsidiary of VNU and no longer has any public
shareholders.
Until June 30, 1998, the business of Nielsen Media Research was operated as
part of Cognizant Corporation ("Cognizant"), which also included the business of
IMS Health Incorporated ("IMS Health"). On June 30, 1998 (the "Distribution
Date"), Cognizant (which is now the Company) distributed to all holders of its
common stock the shares of IMS Health, which was a wholly owned subsidiary of
Cognizant and became an independent public company (the "Distribution"). As a
result of the Distribution, the sole business of the Company is the business of
Nielsen Media Research. Because of the relative significance of IMS Health's
business to Cognizant, IMS Health was treated as the "accounting successor" to
Cognizant and the financial statements of the Company have been prepared on a
stand-alone basis. In connection with the Distribution, the Company incurred
$300 million of indebtedness from third parties, the proceeds of which were used
by Cognizant to repay existing intercompany liabilities to certain entities
included in IMS Health.
Prior to November 1, 1996, Cognizant was owned by The Dun & Bradstreet
Corporation ("D&B"). D&B had acquired the Company as a part of A.C. Nielsen
Company in 1984. Cognizant began operating as an independent public company on
November 1, 1996 as a result of its spin-off from D&B (the "D&B Spin-off").
The Company operates in one segment providing national and local television
audience measurement services. At December 31, 1999, the Company had
approximately 4,000 full-time equivalent employees in the United States and
Canada.
1
NATIONAL SERVICES
Through its U.S. national services, which accounted for approximately 46%
of 1999 revenues, the Company serves the television audience measurement needs
of seven national television broadcast networks, more than 50 national and
regional cable networks, more than 100 program syndicators, and more than 150
national advertising agencies and advertisers. Audience measurement data are
collected nationally through Nielsen People Meters installed in approximately
5,000 randomly selected households across the U.S. Audience estimates are
produced and delivered to subscribers daily. People Meters not only collect
television set tuning data (which channel the set is tuned to) but also the
demographics of the audience (who in the household is watching).
Three national services are offered in the United States:
o Nielsen Television Index (NTI) provides daily audience total and
demographic estimates for all national broadcast network television
programs to broadcast networks and agencies. This service was
established in 1950.
o Nielsen Homevideo Index (NHI) provides audience estimates of cable and
pay cable television. This service was established in 1980.
o Nielsen Syndication Service (NSS) provides reports and services on
both the local and national levels to the program syndication segment
of the television industry. This service was established in 1985.
LOCAL SERVICES
The Company's primary local service, Nielsen Station Index (NSI), which
accounted for approximately 42% of 1999 revenues, serves the television audience
measurement needs of more than 1,000 television stations and over 2,000
national, regional and local advertising agencies and advertisers in over 200
local television markets throughout the United States. This service was
established in 1954. The Company currently provides metered service in 47 of the
nation's largest markets representing about 65% of television households in the
United States. Four additional markets are scheduled to be metered by mid-2001,
which will bring the total number of local metered markets to 51. Television set
tuning data are collected electronically using a Nielsen Media Research set
meter. Household audience (as opposed to individual viewer) estimates are
delivered daily to subscribers. In these markets, written diaries kept by
members of other households are used during designated measurement periods to
collect audience demographic estimates for integration with the metered tuning
data. Diaries are used in the balance of local markets to collect both tuning
and persons-viewing information during designated periods.
U.S. HISPANIC SERVICES
The Company's Hispanic Services provide both national and local television
audience measurement of U.S. Hispanic households.
o Nielsen Hispanic Television Index (NHTI) provides viewing estimates of
national Hispanic audiences. Begun in 1992, the NHTI service remains
the first and only metered national Hispanic audience measurement
service. Based on a sample of approximately 800 Hispanic households
across the U.S., it uses the same basic technology as the other
national services (the Nielsen People Meter) to collect Hispanic
audience data.
o Nielsen Hispanic Station Index (NHSI) uses a language-stratified
sample to reflect the unique characteristics of each local Hispanic
market. Also begun in 1992, the NHSI service provides advertisers,
agencies, networks and syndicators viewing information in 16
television markets with significant Hispanic population. The data are
collected using People Meter, set meter and diary methodologies in the
various markets.
2
CANADIAN SERVICES
In Canada, the Company has offered national People Meter service since 1989
to Canadian national and regional broadcasters, cable networks, agencies and
advertisers. The Company has also provided local People Meter service in
Canada's two largest English-language markets, Toronto (since 1995) and
Vancouver (begun in the fall of 1997) to local broadcasters, agencies and
advertisers. The Company serves over 150 clients in Canada.
OTHER SERVICES
o Monitor-Plus. Nielsen Media Research's Monitor-Plus service links
television ratings to commercial occurrence data and tracks "share of
spending" and "share of voice" (the proportion of all advertising
within a product category attributable to a brand or advertiser) by
company, by brand, and by product category across 15 monitored media.
These include print, outdoor, radio and free-standing inserts as well
as television, for which Monitor-Plus also reports at the creative
execution and campaign level. This service offers the data and tools
necessary for advertisers and their agencies to actively manage their
media spending by enabling them to understand their own performance
and that of their competitors. Customers use the data to determine
competitive advertising trends and performance within markets of
interest. The media also use this service for sales planning and
targeting. Monitor-Plus currently collects television advertising data
in 75 markets.
o New Media Services (NMS). NMS is a successor to a service formed in
1980 that provides custom research and start-up services for newly
developed syndicated products, both national and local. This includes
measurement performance of non-traditional research such as
place-based media and out-of-home studies. The electronic tracking of
the use of video news releases and the measuring of media exposure in
airports and in-flight are two more examples of NMS research services.
o Nielsen Interactive Services. In 1995, Nielsen Media Research formed a
separate service to develop research products and services for the
Internet and other interactive media. In addition to the
Nielsen//NetRatings service described below, offerings in the
interactive/Internet area include the Nielsen CommerceNet Internet
Demographics Study (a periodic study that profiles the size and
audience composition of on-line users) and the Home Technology Report,
a survey that provides data on consumer interest and use of various
technologies in the home.
DATA COLLECTION
PEOPLE METER
The centerpiece of the Nielsen Media Research national and Hispanic
services in the United States and all services in Canada is an electronic
measurement system called the Nielsen People Meter. These meters are placed in a
sample of approximately 5,000 households in the U.S., approximately 800 U.S.
Hispanic households and more than 2,000 households in Canada, randomly selected
and recruited by Nielsen Media Research. The meters measure what channel is
being tuned, what time and for how long the tuning activity occurs, and who is
watching.
The U.S. national sample is a multi-stage stratified area probability
sample of U.S. housing units with each housing unit having a known chance of
selection. The current sampling frame is developed based on 1990 Census data
with updates each year based on residential new construction from building
permits as collected and reported by the Census Bureau.
A set meter, which records what channel is being tuned, is installed on
each television set in a sample home along with a device to record who is
watching the television. Each member of the household is assigned a personal
viewing button identified by name or symbol on the People Meter that the viewer
can use to enter his or her viewing status. Each button is linked to the age and
gender of a person in the household. Additional buttons on the meter enable
visitors to a sample household to record when they watch television by entering
their age and gender and pushing a visitor button.
3
The Nielsen Media Research metering system stores half-minute by
half-minute records of television receiver tuning activity and of People Meter
audience data entries in sample households. The U.S. viewing data are
automatically transmitted by phone every night to Nielsen Media Research's
central computer facility in Dunedin, Florida, where the data are matched with
program line-up information and processed to create ratings estimateseach day.
In December 1999, the Company announced a plan to introduce People Meters
into its local audience measurement services. Boston, the sixth-ranked market in
the United States, is scheduled to be the first local market installed with
People Meters, beginning in late 2000.
SET METER
In 47 of the largest local markets in the U.S., a set metering system
provides household television ratings information on a daily basis. In each of
these markets, approximately 300-550 households (or approximately 20,000
households across the U.S.) are recruited to participate in samples distinct
from the national People Meter sample. Electronic meters are attached to each
television set in each sample home. Homes recruited for local samples are not
equipped with People Meter attachments, so that the information is limited to
identification of the program to which the set is tuned. The metered market
samples of television households are used to obtain audience estimates with
measurable reliability of television programs for stations that originated in or
are assigned for reporting purposes to Nielsen Media Research's Designated
Market Areas ("DMAs").
The metered household samples are either area probability samples of
housing units in the applicable DMA (12 markets) or samples from a file of
telephone numbers including both listed and unlisted households (35 markets).
This file, known as a total telephone frame ("TTF"), is maintained by Nielsen
Media Research and updated three times each year.
DIARIES
In addition to set meters, Nielsen Media Research uses diaries in local
markets (210 DMAs in the U.S.) to collect viewing data during at least four
designated measurement periods each year. The sample frame in all markets is the
TTF. Diary measurement is used to collect viewing information (both tuning and
demographics) from sample homes in every local television market across the
United States in November, February, May and July (known as "sweeps" months) of
each year. The diary provides audience (both tuning and demographics) data in
the smaller non-metered markets and demographic data for the metered markets. In
addition to the four sweeps months, in some larger markets diaries are used to
provide viewer information in as many as three additional months (October,
January and March). Diaries returned to Nielsen Media Research are examined and
edited using established procedures. Audience estimates are then computed
separately for each quarter hour of viewing recorded in the diary.
SERVICE AND PRODUCT DEVELOPMENT
The Company maintains an active investment program to enhance existing
services and develop new services in response to the rapidly changing media
marketplace, as well as to develop the technology necessary to succeed in the
emerging television environment. Nielsen Media Research will need to make
significant capital expenditures over the next several years, particularly in
light of the rapid technological changes affecting its business. The majority of
the investment effort and spending is dedicated to improving the quality and
efficiency of existing services; realizing the full potential of those services
by adding new, value-added or derivative products, especially new software
products; developing a next-generation data collection capability and
infrastructure; and creating new services and businesses.
The Company's most significant investment initiatives include a portfolio
of new audience measurement technologies, new client-server based data
processing and delivery software development, the local metered market expansion
and People Meter measurement in local markets, and new business development,
notably Nielsen//NetRatings and New Millennium.
4
Nielsen Media Research is implementing a comprehensive metering strategy,
one that includes a portfolio of measurement solutions for the near-term analog
environment, a hybrid interim world where digital and analog video technologies
coexist, and the future world of digital television and the convergence of
interactive video technologies. This includes four areas of research and
development:
o As a short-term means of measuring viewing in the emerging digital
environment, the Company is evaluating several methods of metering
digital devices with its current meter system.
o As part of its Universal Metering Initiative ("UMI"), Nielsen Media
Research has been developing a next-generation metering system, known
as the Active/Passive ("A/P") metering system, to enable measurement
of digital program viewing. This new system will use codes, which are
imperceptible to the viewer, inserted in the audio and/or video
portions of programs and commercials that can be detected by metering
equipment installed in the sample households. This encoding approach
builds upon Nielsen Media Research's experience in developing and
using its highly successful program video code technology used in
today's analog television environment, which has received permanent
authorization from the Federal Communications Commission (the "FCC").
The system also will have a passive signature-recognition back-up
capability in the event the codes are not available. While preliminary
testing of the A/P metering system has been successful, there can be
no assurance that the coding used by the new system will be adopted by
the television industry, be approved by the FCC or be compatible with
signal compression techniques implemented by the industry in the
future.
o The Company has begun testing of an improved People Meter, called the
Viewing Meter, which is intended to reinforce timely and accurate data
entry by panel members and be more user-friendly.
o In the future, the interface between the audience and the television
medium will be controlled by software. PC/TV devices are one of the
first forms of such convergence. The Company has been developing
software metering solutions to allow Nielsen Media Research to capture
television viewing in a clickstream context.
Nielsen Media Research began changing its technology and software systems
in 1993 to provide the television industry with flexible, richer analysis of
large amounts of data. This new "client-server" architecture has enabled Nielsen
Media Research to begin to introduce a range of integrated software systems that
will enable customers to compare daily, demographic-level ratings data across
all national and local television sources, as well as do special analyses at
their desktops. The Company has also been developing Internet-based applications
for use by customers.
The Company has introduced electronic measurement through set meters in a
significant number of local markets over the last three years to provide more
detailed and valuable information on local audiences. Twelve metered markets
were added from 1997 through 1999, and four additional markets are scheduled to
be metered by mid-2001, which will bring the total number of local metered
markets to 51. In addition, in December 1999, the Company announced a plan to
install People Meters in local markets, starting with Boston in late 2000.
New Millennium is an agency buying system that the Company believes is
superior in design and concept to any existing competitive product. It is
designed to give advertising agencies the ability to perform pre-buy analyses,
track negotiations and scheduling of ad time, evaluate overall performance in
terms of delivery and cost, and finally, perform the reconciliation and
subsequent accounting functions. By automating tasks now done manually at
agencies, the system may substantially reduce agency costs.
In October 1998, Nielsen Media Research announced the formation of a
strategic alliance with NetRatings, then a privately held company, to measure
Internet usage and advertising. In March 1999, the two companies launched the
Nielsen//NetRatings Internet audience measurement service, which combined the
Company's sample recruitment and research expertise with NetRatings' Internet
measurement software, as more fully described below. In December 1999,
NetRatings completed its initial public offering, and Nielsen Media Research
acquired an ownership interest of approximately 57% in NetRatings for an
aggregate purchase price of approximately $257 million.
5
NETRATINGS
NetRatings provides Internet audience measurement information and analysis.
It delivers accurate and timely Internet audience information, collected from a
representative sample of Internet users, and augments this information with
detailed, flexible reporting and in-depth analysis. NetRatings' customers
include leading e-commerce companies, advertising agencies, media companies,
Internet companies and financial institutions. NetRatings has formed strategic
relationships with Nielsen Media Research and ACNielsen Corporation
("ACNielsen"), a leading provider of market research information and analysis to
the consumer products and services industries. Its proprietary activity-tracking
and data-collection technology gathers comprehensive and detailed information
regarding Internet user behavior, including both site and advertising activity.
NetRatings began providing Internet audience measurement products and services
under the brand name Nielsen//NetRatings in March 1999.
NetRatings' products and services provide its customers with the ability to
accurately track and analyze Internet audience behavior, and include in-depth
research reports across a variety of Internet-related subjects. NetRatings'
products and services marketed under the Nielsen//NetRatings brand include:
o Information Services. NetRatings provides a range of syndicated weekly
and monthly Internet audience measurement reports that can be accessed
online. NetRatings currently offers two categories of reports. Quick
Looks reports provide customers with comprehensive, pre-defined
Internet user behavior and demographic information, including
comprehensive traffic measures for Web sites, audience exposure and
response to advertising banners and audience demographics linked
directly to site and advertising data. Select View reports provide
customers with the ability to pinpoint specific audience information
via easy-to-use, menu-driven queries into the Nielsen//NetRatings
database. A new user interface announced in March 2000 - My
Nielsen//NetRatings - enables customers to tailor reports to their
specific needs.
o Analytical Services. NetRatings leverages the information gathered in
its core database by offering analysis that places the data into
context, geared toward the specific research needs of the e-commerce
and investment communities. Subscribers to NetRatings' analytical
services also receive direct access to a NetRatings analyst for a
specific number of hours of private consultation. Analytical services
include E-Commerce Strategies Service, Internet Investment Strategies
Service and Internet Media Strategies Service.
o Custom Research. NetRatings makes research services available to its
customers on an as-requested basis. Because NetRatings utilizes
real-time data collection, it can provide overnight analysis on a
custom basis.
NetRatings' Internet measurement products and services extend to the
Internet the Nielsen Media Research sampling methodology for television
audiences by collecting, aggregating and correlating Internet usage data with
demographic profiles of panel members. The resulting information is organized in
a manner consistent with traditional media research data so that the advertiser
or marketer can integrate Nielsen//NetRatings information into the development
of comprehensive media, marketing and product plans. NetRatings' panel of
at-home Internet users in the U.S. is currently more than 43,000 persons, and
NetRatings is in the process of increasing the size of this panel.
NetRatings has also developed a panel of at-work Internet users to enable
it to collect data regarding the significant proportion of Internet usage that
takes place at the workplace. The at-work panel currently has 8,000 members, and
the first reports from this panel were issued in February 2000.
In total, Nielsen//NetRatings is measuring the Internet activities of
approximately 88,000 people worldwide.
NetRatings' audience tracking software has the following characteristics:
o Collects real-time-comprehensive Web activity and AOL proprietary
online service activity;
6
o Collects the same data in the same way, regardless of whether the user
is accessing the Internet via a PC, Macintosh, UNIX or other platform,
and provides portability to non-PC Internet access devices such as
television set-top boxes and Internet gaming devices;
o Automatically measures banner advertisement viewing and clicking,
e-commerce activity, cached page views and page loading times;
o Requires virtually no panelist intervention once installed and can be
automatically upgraded, allowing functional enhancement without
panelist interaction; and
o Automatically encrypts all panelist activity data prior to
transmission.
NetRatings publishes weekly as well as monthly data. Information is
organized in consistently formatted, easy-to-use tables with extensive
drill-down capabilities and search utilities. Additional "self-service" custom
queries are supported via the menu-driven interface. Online help accompanies all
tables. The Web-based design ensures continual access to information regardless
of the user's location.
More than 250 U.S. customers currently use NetRatings' services for a wide
range of purposes, including planning, buying and selling Internet-based
advertising; planning and developing e-commerce strategies; gaining competitive
intelligence; understanding Internet user behavior; and analyzing and tracking
Internet investment opportunities.
Nielsen//NetRatings products and services are sold by NetRatings and
Nielsen Media Research in their respective markets in the U.S. and Canada. Under
the operating agreement governing the strategic relationship with Nielsen Media
Research, NetRatings has responsibility for selling to publishers,
Internet-based businesses, Fortune 2000 corporations and financial institutions.
The Nielsen Media Research sales effort is focused on its traditional
customers--advertising agencies, television and cable networks, and local
station affiliates--as well as other companies with whom it has strategic
relationships. Nielsen Media Research is paid a commission for its sales of the
Nielsen//NetRatings services equal to 35% of the amounts billed to each customer
for which Nielsen Media Research has marketing responsibility.
In June 1999, NetRatings commenced its international expansion by
establishing a joint venture, NetRatings Japan KK, in which it currently holds a
minority interest with several Japanese investors and ACNielsen holding the
remaining interests. The initial audience measurement service in Japan was
released in March 2000.
In September 1999, NetRatings entered into a joint venture with ACNielsen
to develop and maintain Internet audience measurement panels and to market
products and services under the Nielsen//NetRatings brand in other key
international markets. The joint venture is operated through a corporation in
which NetRatings has a 19.9% voting interest and ACNielsen has an 80.1% voting
interest. Through the joint venture, NetRatings plans to develop audience
measurement panels based in Australia, Ireland, New Zealand and the United
Kingdom in the first half of 2000 and in Austria, Denmark, Finland, France,
Germany, Norway and Sweden by the end of 2000. The service in France will be
provided in conjunction with Mediametrie, a leading French media measurement
company. In March 2000, the joint venture announced that Internet measurement
panels would be established in Latin America through an alliance with IBOPE
Media Information, a leading South American media research company.
The joint venture's products and services will be based on data collected
using NetRatings' data collection and reporting technology, from Internet
measurement panels that are established and maintained using ACNielsen's
proprietary sampling methodology.
The joint venture has exclusive rights to market its Internet audience
measurement services in countries outside the United States, Canada and Japan
(except that Mediametrie has primary marketing rights in France). NetRatings has
exclusive rights to market these services in the United States, Canada and
Japan.
The joint venture pays NetRatings a fee of 10% of its gross revenues from
the sale of products and services relating to Internet audience measurement
information and analysis, subject to a minimum of $7.5 million and a maximum of
$15 million in fees during the five years following the formation of the joint
venture. Revenue from the
7
joint venture's Internet audience measurement services will be allocated between
NetRatings and the joint venture depending on the location of the customer and
the location of the panel whose data is used in the service.
TECHNOLOGY AND COMPETITION
The Company operates in businesses that require sophisticated data
collection and processing systems, software and other technology. The technology
underlying the media industry continues to undergo rapid change and the Company
will need to continue to develop and refine techniques for data collection and
processing to accommodate such changes, including digital television, and for
interactive television transmission and Internet usage. There can be no
guarantee that the Company will be able to develop and refine new techniques for
data collection and processing or that it will be able to do so as quickly or
cost-effectively as its competition.
Nielsen Media Research has maintained a strong leadership position in the
television ratings measurement industry. The Company's ratings systems have been
criticized from time to time by various participants in the television industry.
This criticism, in part, has increased the likelihood of additional competition
in the Company's business. In particular, a television ratings project
originally funded by the Committee on Nationwide Television Audience Measurement
("CONTAM") and designed and operated by Statistical Research, Inc. ("SRI")
operated a 500-household sample in Philadelphia as a national television ratings
laboratory from 1996 until 1999. Funding of the laboratory was contributed
primarily by the ABC, CBS and NBC broadcast networks, which together through
CONTAM contributed $40 million from 1994 to 1996. In addition, Fox Broadcasting
as well as four cable networks, 15 major advertising agencies and buying
services, one program syndicator and five of the nation's largest advertisers
agreed to support and participate in the testing phase. In early 1999, SRI
announced that it planned to replace its 500-household Philadelphia laboratory
with a 50-home laboratory panel in New Jersey, and had begun sample selection as
"the first stage in creating a national meter panel." SRI also announced in
early 1999 that it had received "letters of intent backing a new national TV
ratings service . . . from 22 industry companies, including 13 major agencies
and other top advertisers." However, on May 27, 1999, SRI announced that it was
"concluding its . . . TV metering project" and that "while it is obviously
disappointing that the necessary funding for a national rollout has not been
forthcoming, SRI is still pursuing options and remains ready to serve the
industry."
On the local level, ADcom Information Services offers individual cable
system measurement. It is believed to be collecting and issuing local cable
measurement data in Jacksonville, Florida, and has announced an expansion to San
Francisco and Dallas with the support of a major cable system operator. ADcom is
believed to be seeking cable operator support to roll out a local cable
measurement service in multiple markets in the U.S. Arbitron, a radio audience
measurement firm and a former competitor, discontinued its local syndicated
broadcast and cable television service as of December 31, 1993. Indirectly, on
both a national and local basis, competition stems from other marketing research
services offering product movement and television audience data and services.
In Canada, BBM Bureau of Measurement, an established media research
organization, has joined with Taylor Nelson/Sofres, a U.K.-based media research
company, to provide a competing metered service in Vancouver and has announced
plans to provide metered ratings services in Ontario (including Toronto) and
Quebec by the fall of 2000 and a national metered service by September 2001.
BBM, alone or with Taylor Nelson/Sofres, could offer other competitive services
in Canada.
The Company's Monitor-Plus service has significant competition from
Competitive Media Reporting ("CMR"), a subsidiary of VNU, which has long been
the major participant in this market. In connection with the acquisition of the
Company by VNU, VNU has agreed to sell the CMR business to Taylor Nelson/Sofres.
The Nielsen//NetRatings Internet audience measurement service faces
significant competition from Media Metrix, Inc., which has been providing
Internet audience measurement since 1996. Media Metrix, asthe first major
entrant to the field of Internet user measurement, has been considered the
industry leader. Itcurrently has a larger client base than Nielsen//NetRatings.
However, the Company's management believes that Nielsen//NetRatings has
developed a superior methodology, due its more rigorous panel recruitment
methods, and that Nielsen//NetRatings offers more information that is of greater
value to its customers. Competition in Internet audience measurement is also
offered by PCData, Inc. in the United States and a number of other Internet
measurement companies based in other countries. In its provision of analytical
services, NetRatings competes with
8
companies such as Forrester Research, Gartner Group and Jupiter Communications
that provide Internet market research and industry analysis based on data
derived from surveys.
Furthermore, there can be no assurance that additional competition will not
develop in the future for the Company's existing core services or that the
Company will not have significant competition in its other services.
INTELLECTUAL PROPERTY
The Company owns and controls a number of patents, trade secrets,
confidential information, trademarks, trade names, copyrights and other
intellectual property rights which, in the aggregate, are of material importance
to its business. Management believes that the "Nielsen Media Research" name and
related names, marks and logos are of material importance to Nielsen Media
Research. Nielsen Media Research is licensed to use certain technology and other
intellectual property rights owned and controlled by others, and similarly,
other companies are licensed to use certain technology and other intellectual
property rights owned and controlled by Nielsen Media Research.
Pursuant to the Intellectual Property Agreement dated as of October 28,
1996 between the Company, D&B and ACNielsen Corporation ("ACNielsen") (the "D&B
IP Agreement"), Nielsen Media Research has exclusive and unrestricted rights to
the "Nielsen Media Research" name worldwide; however, Nielsen Media Research's
use of the "Nielsen" name, standing alone and as part of a name describing new
products and services to be offered, is subject to certain limitations. In
addition, the D&B IP Agreement provided for the establishment of a limited
liability company jointly owned by the Company and ACNielsen, into which certain
trademarks incorporating or relating to the "Nielsen" name in various countries
were assigned. This company is obligated to license such trademarks on a
royalty-free basis to Nielsen Media Research or ACNielsen for use in a manner
consistent with the D&B IP Agreement and for purposes of conducting their
respective businesses, and is responsible for preserving the quality of those
trademarks and minimizing any risk of possible confusion. Pursuant to the TAM
Master Agreement dated as of October 28, 1996 between the Company and ACNielsen,
the Company granted a non-exclusive license to ACNielsen to use certain
trademarks, technology and related intellectual property rights in the conduct
of the television audience measurement business in certain countries outside of
the United States and Canada for a period of at least five years. Except for the
restrictions described above on the use of the "Nielsen" name, these agreements
do not restrict Nielsen Media Research from doing business outside the United
States and Canada.
The technology and other intellectual property rights licensed by Nielsen
Media Research are of importance to its business, although management of Nielsen
Media Research believes that, with the exception of the trademarks incorporating
or relating to the "Nielsen" name, the business, as a whole, is not dependent
upon any one intellectual property or group of such properties.
The names of Nielsen Media Research's and its subsidiaries' products and
services referred to herein are trademarks, service marks, registered trademarks
or registered service marks owned by or licensed to Nielsen Media Research or
one of its subsidiaries.
FACTORS THAT MAY AFFECT FUTURE RESULTS
From time to time, oral and written information and statements provided by
the Company may contain "forward-looking statements" as defined by the Private
Securities Litigation Reform Act of 1995. The Company cautions shareholders and
investors that actual results may differ materially from those projected or
suggested in any forward-looking statement as the result of a wide variety of
factors, including but not limited to the factors set forth below:
o The Company operates in businesses that require sophisticated data
collection and processing systems, software and other technology. The
technology underlying the media industry continues to undergo rapid
change and the Company will need to continue to develop and refine
techniques for data collection and processing to accommodate such
changes, including digital television, and for interactive television
transmission and Internet usage. There can be no guarantee that the
Company will be able to develop and refine new techniques for data
collection and processing or that it will be able to do so as quickly
or cost-effectively as its competition.
9
o Each of the Company's businesses is subject to significant or
potential competition that is likely to intensify in the future, as
described under "Technology and Competition" earlier in this Report.
o The results and operations of NetRatings could be affected by those
factors listed in its Securities and Exchange Commission filings.
o Results could be affected by the costs and other effects of litigation
and other contingencies involving the Company. In particular,
management is unable to predict at this time the final outcome of the
IRI Action described in "Note 13, Litigation and Contingencies" ("Note
13") of the Notes to Consolidated Financial Statements in this Report,
or the amount of any future D&B tax and interest payments described in
Note 13, and whether the resolution of such matters could materially
affect Nielsen Media Research's results of operations, cash flows or
financial position.
o The Company's results could be adversely affected by its ability to
successfully achieve estimated effective tax rates and corporate
overhead levels; regulatory and legislative initiatives; leverage and
debt service (including sensitivity to fluctuations in interest
rates); compliance with covenants in loan agreements; the ability to
obtain future financing on satisfactory terms; and deterioration in
economic conditions, particularly in the media or other industries
where customers operate.
RELATIONSHIP BETWEEN THE COMPANY AND IMS HEALTH
Prior to the Distribution, Nielsen Media Research, Inc. (under its previous
name Cognizant Corporation) and IMS Health entered into certain agreements
governing their relationship subsequent to the Distribution and providing for
the allocation of certain liabilities and obligations arising from periods prior
to the Distribution, including those obligations and liabilities that arose in
connection with the D&B Spin-off. The following descriptions summarize certain
terms of such agreements, but are qualified by reference to the texts of such
agreements, which are incorporated by reference to the Exhibits to this Form
10-K.
DISTRIBUTION AGREEMENT
Nielsen Media Research and IMS Health entered into a Distribution Agreement
(the "Distribution Agreement") providing for, among other things, certain
corporate transactions required to effect the Distribution, and other
arrangements between Nielsen Media Research and IMS Health subsequent to the
Distribution. In particular, the Distribution Agreement defines the assets and
liabilities that were allocated to and assumed by IMS Health and those that are
allocated to and assumed by Nielsen Media Research. All assets were transferred
without any representation or warranty, "as is-where is," and the relevant
transferee bears the risk that any necessary consent to transfer was not
obtained.
The Distribution Agreement provides for, among other things, assumption of
liabilities and cross indemnities designed to allocate generally, effective as
of the Distribution Date, financial responsibility for the liabilities arising
out of or in connection with (i) the Nielsen Media Research business and certain
other specified liabilities to the Company and (ii) all other liabilities to IMS
Health.
Pursuant to the terms of the 1996 Distribution Agreement (the "1996
Distribution Agreement") among Cognizant, D&B and ACNielsen that governed the
D&B Spin-off, as a condition to the Distribution, IMS Health and Nielsen Media
Research were required to and did undertake to be jointly and severally liable
to D&B and ACNielsen for any liabilities arising thereunder. The Distribution
Agreement allocates between IMS Health and Nielsen Media Research the financial
responsibility for such liabilities including contingent liabilities related to
certain prior business transactions and certain liabilities to D&B that may
arise in connection with the D&B Spin-off. Among other things, IMS Health and
Nielsen Media Research agreed to an allocation of certain potential liabilities
in connection with the action filed by Information Resources, Inc. described in
Note 13 of the Notes to Consolidated Financial Statements in this Report,
referred to in Item 3, Legal Proceedings (the "IRI Action"). IMS Health and
Nielsen Media Research have agreed that, as between themselves, IMS Health will
assume 75%, and Nielsen Media Research will assume 25%, of any payments to be
made by Cognizant in respect of the IRI Action under the 1996 Indemnity and
Joint Defense Agreement among Cognizant, D&B and ACNielsen (the "IJDA")
including any legal
10
fees and expenses incurred in 1999 or thereafter. IMS Health agreed to be fully
responsible for any legal fees and expenses incurred during 1998. Nielsen Media
Research's aggregate liability to IMS Health for payments in respect of the IRI
Action and certain other specified contingent liabilities is not to exceed $125
million. Under the IJDA, ACNielsen assumed exclusive liability for the
liabilities under the IRI Action up to a specified amount (the "ACN Maximum
Amount"), which is to be calculated at the time such liabilities, if any, become
payable, and Cognizant and D&B were to share liability equally for any amounts
in excess of the ACN Maximum Amount. The ACN Maximum Amount will be determined
by an investment banking firm as the maximum amount that ACNielsen is able to
pay based on ACNielsen's ability to satisfy such liabilities and remain
financially viable, subject to certain assumptions and limitations.
In addition, pursuant to the Distribution Agreement, on the Distribution
Date, Nielsen Media Research contributed to IMS Health all cash in Nielsen Media
Research accounts other than (i) cash required by Nielsen Media Research to
satisfy certain specified obligations and (ii) such additional cash as was
necessary for the net borrowings of Nielsen Media Research (excluding the items
referred to in clause (i)) to be $300 million as of the Distribution Date.
The Distribution Agreement further provides that neither Nielsen Media
Research nor IMS Health will take any action that would jeopardize the intended
tax consequences of the Distribution. Specifically, each company agrees to
maintain its status as a company engaged in the active conduct of a trade or
business, as defined in Section 355(b) of the Internal Revenue Code, until the
second anniversary of the Distribution Date.
TAX ALLOCATION AGREEMENT
Nielsen Media Research and IMS Health entered into a Tax Allocation
Agreement under which IMS Health agreed to pay any taxes, or receive any refunds
or credits of taxes, shown as due on a U.S. federal, state or local income or
franchise tax return for a taxable period beginning prior to the Distribution
Date (including the current taxable period to the extent such taxes, refunds or
credits are attributable to the portion of such taxable period up to and
including the Distribution Date). Any subsequent adjustment of such taxes will
be allocated to IMS Health if such adjustment relates to IMS Health's business
and to Nielsen Media Research if such adjustment relates to the Nielsen Media
Research business, except that any adjustment of such taxes attributable to tax
items or positions initially determined by Cognizant's corporate office will be
allocated to IMS Health. All taxes other than U.S. federal, state and local
income and franchise taxes will be the responsibility of IMS Health if they are
attributable to IMS Health's business and of Nielsen Media Research if they are
attributable to Nielsen Media Research's business. For taxable periods beginning
on or after the Distribution Date (and the portion of the current taxable period
beginning after the Distribution Date), IMS Health and Nielsen Media Research
will be responsible for their own taxes.
EMPLOYEE BENEFITS AGREEMENT
Nielsen Media Research and IMS Health entered into an Employee Benefits
Agreement, which allocates responsibility for certain employee benefits matters
on and after the Distribution Date. Among other things, the Employee Benefits
Agreement requires that the Company continue to sponsor its current defined
benefit pension plans and welfare plans for the benefit of its employees and
former employees and retain the liability for benefits under the Nielsen Media
Research nonqualified supplemental pension plans for such employees, and that
IMS Health adopt defined pension plans, nonqualified supplemental pension plans
and welfare plans for the benefit of IMS Health employees and former employees.
Nielsen Media Research and IMS Health will each generally retain the severance
liabilities of their respective employees who terminated employment prior to the
Distribution Date. Assets and liabilities of the Cognizant Pension Plan
attributable to IMS Health's employees and retirees were transferred to a plan
maintained by IMS Health.
ITEM 2. PROPERTIES
The principal properties of the Company are set forth below:
11
The executive offices of the Company are located at 299 Park Avenue, New
York, New York, in a leased property.
Owned properties located within the U.S. include one facility, which is
located in Dunedin, Florida.
Operations are conducted from 40 leased office locations throughout the
U.S. and three non-U.S. locations.
The corporate headquarters of NetRatings are located in Milpitas,
California, in a leased property, and NetRatings leases a sales office in
Chatham, New Jersey.
Property of the Company is geographically distributed to meet sales and
operating requirements in the U.S. and Canada. The properties of the Company are
generally considered to be both suitable and adequate to meet current operating
requirements and virtually all space is being utilized.
ITEM 3. LEGAL PROCEEDINGS
Reference is made to Note 13 of the Notes to Consolidated Financial
Statements under Item 8 of this Report.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Not applicable.
12
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTER
There is no established market in which the Company's Common Stock is
publicly traded, because all of such Common Stock is privately held. As of the
date of this report, VNU USA, Inc. is the holder of all of the Company's Common
Stock.
The payment and level of cash dividends by Nielsen Media Research are
subject to the discretion of the Board of Directors of Nielsen Media Research.
Nielsen Media Research currently intends to retain future earnings for the
development of its business and does not anticipate paying cash dividends in the
near future. Future dividend decisions will be based on, and affected by, a
number of factors, including the operating results and financial requirements of
Nielsen Media Research. There can be no assurance that any dividends will be
declared or paid.
ITEM 6. SELECTED FINANCIAL DATA
Dollar amounts in thousands
FIVE-YEAR SELECTED FINANCIAL DATA
COMPANY PREDECESSOR COMPANY
------------ --------------------------------------------------------
OCT 27 JAN 1 YEAR ENDED DECEMBER 31,
TO TO -----------------------------------------
DEC 31, 1999 OCT 26, 1999 1998 1997 1996 1995
------------ ------------ -------- -------- -------- --------
INCOME STATEMENT DATA:
Operating Revenue ............... $ 89,915 $363,428 $401,932 $358,594 $319,404 $288,652
Costs and Expenses .............. 101,307 274,530 307,553 268,333 237,443 219,084
-------- -------- -------- -------- -------- --------
Operating (Loss) Income ......... (11,392) 88,898 94,379 90,261 81,961 69,568
Non Operating Expense, Net ...... (20,199) (11,487) (148) -- -- --
-------- -------- -------- -------- -------- --------
(Loss) Income before
Provision for Taxes ........... (31,591) 77,411 94,231 90,261 81,961 69,568
-------- -------- -------- -------- -------- --------
Net (Loss) Income ............... $(31,591) $ 44,531 $ 54,748 $ 52,475 $ 47,605 $ 40,412
======== ======== ======== ======== ======== ========
BALANCE SHEET DATA
Total Assets .................... $3,338,337 $ 232,165 $192,434 $170,331 $134,521
Total Debt ...................... $1,613,920 $ 250,000 $ -- $ -- $ --
Shareholder(s')/Divisional
Equity ........................ $1,270,321 $(147,862) $101,583 $ 99,353 $ 70,874
The financial data set forth above should be read in conjunction with
Management's Discussion and Analysis of Financial Condition and Results of
Operations in Item 7 and the consolidated financial statements of the Company
and the related notes thereto included elsewhere herein.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
Dollar amounts in thousands
OVERVIEW
On October 27, 1999, the common stock of Nielsen Media Research was
acquired by a wholly-owned subsidiary of VNU for cash in a transaction with an
aggregate value of approximately $2,700,000, that was accounted for as a
purchase (the "Acquisition"). Based on preliminary estimates of the fair value
of assets acquired and liabilities assumed, goodwill of approximately $2,465,000
was established, which is being amortized over 30 years.
On December 21, 1999, the Company purchased 17,188,349 shares of NetRatings
common stock through the exercise of warrants and purchase of shares from
NetRatings and several of its shareholders. The aggregate
13
purchase price was approximately $246,000 of which approximately $236,000 was
paid to NetRatings and approximately $10,000 was paid directly to several of its
shareholders.
The NetRatings acquisition has been accounted for under the purchase method
of accounting. The aggregate purchase price (including the previous purchase in
the third quarter of 1999 of NetRatings Series C and Series D redeemable
convertible preferred stock, which were automatically converted to NetRatings
common stock prior to NetRatings initial public offering) was $257,048. The
Company has made a preliminary allocation of the purchase price to the estimated
fair value of assets acquired and the liabilities assumed of NetRatings. The
excess of the purchase price over the Company's share of the estimated fair
value of the net assets acquired of $67,089 has been established as goodwill,
which is being amortized over a period of seven years.
The accompanying financial statements as of December 31, 1999 and for the
period from October 27, 1999 to December 31, 1999 reflect the results of the
operations of the Company subsequent to the Acquisition and include the
adjustments required under the purchase method of accounting. The accompanying
predecessor financial statements for periods prior to the date of Acquisition
are presented under the predecessor Company's historical basis of accounting and
do not reflect any adjustments that would be required as a result of the
Acquisition by VNU.
Until June 30, 1998, the Company was operated as a subsidiary of Cognizant,
which also included the business of IMS Health. Prior to November 1, 1996, the
Company was a division of D&B. On June 30, 1998, Cognizant distributed shares of
IMS Health (the "Distribution") to all holders of common stock. Because of the
relative significance of the IMS Health business to Cognizant, IMS Health was
treated as the "accounting successor" to Cognizant, and the predecessor
financial statements of Nielsen Media Research have been prepared on a
stand-alone basis. For periods prior to the Distribution, the Company's results
of operations reflect an allocation of Cognizant corporate and other expenses.
See Notes 1 and 11 of the Notes to Consolidated Financial Statements in this
Report.
RESULTS OF OPERATIONS
Year Ended December 31, 1999 Compared to Year Ended December 31, 1998
Revenue for the year ended December 31, 1999 increased by 12.8% to $453,343
from $401,932 for the prior year. National revenues were fueled by the addition
of four new cable networks and subscriber growth at other cable networks, the
addition of the Paxson broadcast network in the latter part of 1998 and the
continued penetration of data delivery and analysis products into the customer
base. Local revenues continued to be positively impacted by the addition of six
new metered markets in 1998, the addition of three new metered markets in 1999,
and the addition of Paxson affiliates.
Operating costs and selling and administrative expenses for the year ended
December 31, 1999 increased by 11.3% to $307,321 from $276,168 for the prior
year, reflecting an increase in investment spending, offset, in part, by a
reduction in corporate overhead expenses and Year 2000 compliance expense.
Operating income decreased by 17.9% to $77,506 for the year ended December
31, 1999 compared with $94,379 for the prior year. The decrease in operating
income primarily reflected the amortization of goodwill and deferred
compensation related to the Acquisition.
Third party interest expense increased by 71.7% to $14,081 for the year
ended December 31, 1999 compared with $8,156 for the prior year, reflecting the
full-year impact of debt outstanding (debt was outstanding for only a portion of
1998), offset by a reduction in average debt outstanding during 1999. Related
party interest expense is primarily related to the Acquisition of the Company by
VNU.
The Company's effective tax rate was 41.9% in 1998. The increase in the
effective tax rate in 1999 reflects the Company's inability to recognize tax
benefits on the loss during the period subsequent to the Acquisition.
The Company's net income for the year ended December 31, 1999 decreased to
$12,940 from $54,748 in the prior year, reflecting the factors discussed above,
particularly the incurrence of amortization of goodwill and
14
deferred compensation and related party interest expense in connection with
the Acquisition and the absence of the gain from the sale of marketable
securities in the prior year.
Year Ended December 31, 1998 Compared to Year Ended December 31, 1997
Revenue for the year ended December 31, 1998 increased by 12.1% to $401,932
from $358,594 for 1997. National revenues were fueled by the addition of two new
cable network customers in 1998, higher sales of special analyses and derivative
products, the launch of the new Paxson network in September and the growth of
the WB network. Local revenues benefited from the full-year effect of three
markets metered in 1997 and the start-up of six additional metered markets in
1998.
Operating costs and selling and administrative expenses in 1998 were
$276,168, compared with $239,670 in 1997, an increase of 15.2%. The increase
reflects higher costs related to increased investment in the business, including
the opening of new metered markets and an increase in Year 2000 expenses to
$9,944 in 1998 from $2,681 in 1997. Excluding the Year 2000 expenses, operating
costs and selling and administrative expenses would have increased by 12.3%.
Operating income in 1998 was $94,379 compared with $90,261 in 1997, an
increase of 4.6%. The increase resulted primarily from the factors noted above.
Excluding the Year 2000 expenses, operating income would have increased by
12.2%.
Interest expense in 1998 was $8,156, reflecting the debt assumed in
connection with the Distribution.
Gain on sales of marketable securities in 1998 was $8,008.
Operating margin in 1998 was 23.5%, compared with 25.2% in 1997. Excluding
the Year 2000 expenses mentioned above, 1998 operating margin was 26.0%.
Nielsen Media Research's consolidated 1998 and 1997 effective tax rates
were 41.9%. The tax rates were computed on a separate-company basis.
Net income in 1998 was $54,748, compared with $52,475 in 1997, an increase
of 4.3%.
RECENTLY ISSUED ACCOUNTING STANDARDS
In June 1998, the Financial Accounting Standards Board issued SFAS No. 133,
"Accounting for Derivative Instruments and Hedging Activities." SFAS 133
establishes accounting and reporting standards for derivative instruments
embedded in other contracts (collectively referred to as derivatives) and for
hedging activities. The Company will be required to implement SFAS 133 beginning
January 1, 2001. The Company expects that the adoption of this pronouncement
will not have a material effect on the Company's financial position, results of
operations or cash flows.
YEAR 2000
In prior years, the Company discussed the nature and progress of its plans
to become Year 2000 ready. In late 1999, the Company completed its remediation
and testing of systems. As a result of those planning and implementation
efforts, the Company experienced no significant disruptions in mission-critical
information technology and non-information technology systems and believes those
systems successfully responded to the Year 2000 date change. The Company
expensed approximately $7,812 during 1999 in connection with remediating its
systems. The Company is not aware of any material problems resulting from Year
2000 issues, either with its products, its internal systems, or the products and
services of third parties. The Company will continue to monitor its
mission-critical computer applications and those of its suppliers and vendors
throughout the year 2000 to ensure that any latent Year 2000 matters that may
arise are addressed promptly.
15
NON-U.S. OPERATING RESULTS AND MONETARY ASSETS
Nielsen Media Research operates in the U.S. and Canada. Approximately 3% of
Nielsen Media Research's revenues for the period October 27 to December 31,
1999, January 1 to October 26, 1999 and for the years ended December 31, 1998
and 1997 were derived from its Canadian operations. As a result, fluctuations in
the value of the Canadian dollar relative to the U.S. dollar do not
significantly affect Nielsen Media Research's results of operations. Non-U.S.
monetary assets are maintained in Canadian dollars. Changes in the value of this
currency relative to the U.S. dollar are charged or credited to
Shareholder(s')/Divisional Equity. The effects of exchange rate changes during
1999, 1998 and 1997 were not material.
LIQUIDITY AND CAPITAL RESOURCES
Cash and cash equivalents totaled $349,996 (including $332,257 of cash and
cash equivalents of NetRatings, Inc, a consolidated subsidiary) and $7,799 at
December 31, 1999 and 1998, respectively, an increase of $342,196.
Net cash provided by operating activities was $91,586 and $122,436 for the
years ended December 31, 1999 and 1998, respectively. The decrease of $30,850 in
cash provided by operating activities compared with the prior year primarily
reflected lower earnings, a decrease in accrued and other current liabilities
primarily related to liabilities assumed in 1998 in connection with the
Distribution.
Net cash used in investing activities totaled $2,433,217 for the year ended
December 31, 1999 compared with $68,086 in the prior year. The increase of
$2,365,131 primarily reflected the acquisition of the Company and NetRatings.
Net cash provided by financing activities was $2,683,818 for the year ended
December 31, 1999 compared with net cash used in financing activities of $52,496
in the prior year. The increase of $2,736,314 in cash provided by financing
activities primarily reflected related party borrowings and a capital
contribution in connection with the acquisition of the Company and NetRatings
offset, in part, by the repayment of debt.
The Company's existing balances of cash and cash equivalents, and cash
generated from operations, might be sufficient to meet the Company's long-term
and short-term cash requirements including continued investment in the business,
and payment of interest expense on loans from third parties, VNU and its
affiliates; if not, the Company may be dependent on VNU and/or its affiliates to
satisfy the cash requirements of the Company.
FORWARD LOOKING STATEMENTS
Certain statements under the captions "Liquidity and Capital Resources,"
"Year 2000" and "Item 5" are forward-looking. These may be identified by the use
of forward-looking words or phrases, such as "believe," "expect," "intend,"
"should," "could," "preliminary," "estimated," "target," "efforts," "pro forma"
and "scheduled," among others. The Private Securities Litigation Reform Act of
1995 provides a safe harbor for such forward-looking statements. Factors that
could cause actual results to differ materially from the forward-looking
statements relating to liquidity and dividends include, but are not limited to,
the results of litigation and other contingencies affecting the Company,
deterioration in economic conditions, and the ability to obtain future financing
on satisfactory terms.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Most of the Company's revenues and expenses are in U.S. dollars. As a
result, fluctuations in the value of foreign currency relative to the U.S.
dollar do not significantly affect the Company's results of operations or
financial position.
The Company used an interest rate hedge agreement to manage its exposure to
changes in interest rate prior to the issuance of its long-term debt securities
in the second quarter of 1999. At December 31, 1999, the Company's debt is
substantially ten-year fixed interest securities. The company does not use
derivatives for trading or speculative purposes.
16
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The following consolidated financial statements of the Company and its
subsidiaries, together with the reports of independent accountants thereon, are
filed as part of this Report:
Consolidated Financial Statements:
Reports of Independent Accountants
Consolidated Statements of Operations for the period October 27, 1999 to
December 31, 1999 (Company) and for the period January 1, 1999 to
October 26, 1999 and for the years ended December 31, 1998 and 1997
(predecessor)
Consolidated Statements of Financial Position as of December 31, 1999
(Company) and December 31, 1998 (predecessor)
Consolidated Statements of Cash Flows for the period October 27, 1999 to
December 31, 1999 (Company) and for the period January 1, 1999 to
October 26, 1999 and for the years ended December 31, 1998 and 1997
(predecessor)
Consolidated Statements of Shareholder(s')/Divisional Equity for the period
October 27, 1999 to December 31, 1999 (Company) and for the period
January 1, 1999 to October 26, 1999 and for the years ended December
31, 1998 and 1997 (predecessor)
Notes to Consolidated Financial Statements
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
Reference is made to the Company's report on Form 8-K filed on January 4,
2000 that reported under Item 4, Changes in Registrant's Certifying Accountant,
the dismissal of PricewaterhouseCoopers LLP and the retention of Ernst & Young
LLP.
17
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Executive officers are elected by the Board of Directors to hold office
until their respective successors are chosen and qualified.
Listed below are the executive officers and directors of the Registrant at
March 1, 2000 and brief summaries of their business experience during the past
five years.
NAME TITLE AGE
---- ----- ---
John A. Dimling ................... President and Chief Executive Officer, Director 61
Thomas W. Young ................... Executive Vice President and Chief Financial Officer 61
Stephen J. Boatti ................. Senior Vice President, Chief Legal Officer and Secretary 50
Barry P. Cook ..................... Senior Vice President and Chief Research Officer 55
John A. Loftus .................... Senior Vice President and Chief Communications Officer 57
Anita M. Rubino ................... Senior Vice President and Chief Human Resources Officer 43
Stuart J. Goldshein ............... Vice President and Controller 53
Robert A. Lane .................... Vice President-Finance and Treasurer 40
Gerald S. Hobbs ................... Director 58
Thomas A. Mastrelli ............... Director 52
- ------------
Mr. Dimling was elected President and Chief Executive Officer effective
July 1998. He was previously President and Chief Operating Officer from July
1993 to June 1998.
Mr. Young was appointed Executive Vice President and Chief Financial
Officer in February 1998. He was previously Senior Vice President and Controller
of D&B from April 1992 to October 1996.
Mr. Boatti was appointed Senior Vice President, Chief Legal Officer and
Secretary in July 1998. He was previously Associate General Counsel of Cognizant
from November 1996 to June 1998 and Associate General Counsel of D&B from 1993
to October 1996.
Mr. Cook was appointed Senior Vice President and Chief Research Officer in
November 1990.
Mr. Loftus was appointed Senior Vice President and Chief Communications
Officer in July 1998. He was previously Vice President-Communications from April
1990 to June 1998.
Ms. Rubino was appointed Senior Vice President and Chief Human Resources
Officer in July 1998. She was previously Vice President-Human Resources from May
1994 to June 1998 and Vice President-Organizational Development, Marketing
Information Services Division of D&B from May 1993 to May 1994.
Mr. Goldshein was appointed Vice President and Controller in July 1998. He
was previously Assistant Controller of Cognizant from November 1996 to June 1998
and Assistant Controller of D&B from 1991 to October 1996.
Mr. Lane was appointed Vice President-Finance and Treasurer in July 1998.
He was previously Vice President-Finance and Planning from July 1992 to June
1998.
Mr. Hobbs has served as Chairman and Chief Executive Officer of VNU USA,
Inc. since 1994 and has served as a member of the Executive Board of Directors
of VNU N.V. since 1998. Mr. Hobbs was the Chief Executive Officer of BPI
Communications, a wholly owned subsidiary of VNU USA, Inc., from 1994 to 1998.
Mr. Mastrelli has been Chief Operating Officer of VNU USA, Inc. since
January 1999. From August 1998 to December 1998, Mr. Mastrelli served as
Executive Vice President and General Manager of VNU USA, Inc. From 1981 to April
1998, he was a partner in the public accounting and consulting firm of Leslie
Sufrin & Company.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Through an oversight, Form 3, notifying the SEC of the election of Ronald
Townsend to the Company's Board of Directors in April 1999, was filed several
weeks late.
18
ITEM 11. EXECUTIVE COMPENSATION
The following table sets forth information concerning the compensation paid
by the Company to its Chief Executive Officer and each of the four other most
highly compensated executive officers of the Company.
SUMMARY COMPENSATION TABLE
LONG-TERM COMPENSATION
---------------------------------
PAYOUTS
---------
(A) (B) (C) (D) (E) (F) (G) (H) (I)
OTHER SECURITIES
ANNUAL RESTRICTED UNDERLYING LONG-TERM ALL OTHER
COMPEN- STOCK OPTIONS/ INCENTIVE COMPEN-
NAME AND SALARY BONUS (1) SATION (2) AWARD(S) SARS (3) PAYOUTS SATION (4)
PRINCIPAL POSITION YEAR ($) ($) ($) ($) (#) ($) ($)
- ----------------------- ---- ------- --------- --------- ---------- ----------- --------- -----------
John A. Dimling ........ 1999 400,000 289,850 0 0 0 0 33,789
President and Chief 1998 336,800 254,102 0 0 75,000 0 10,537
Executive Officer 1997 303,000 181,662 0 0 0 0 19,682
Thomas W. Young (5) .... 1999 291,500 176,023 0 0 0 0 15,308
Executive Vice 1998 256,667 165,462 0 0 30,000 0 3,750
President and Chief 1997 0 0 0 0 0 0 0
Financial Officer
Barry P. Cook .......... 1999 240,000 144,925 0 0 0 0 16,749
Senior Vice President 1998 231,750 125,633 0 0 30,000 0 7,163
and Chief Research 1997 212,167 109,165 0 0 0 0 11,454
Officer
Stuart J. Goldshein .... 1999 223,250 98,428 0 0 0 0 9,809
Vice President and 1998 216,800 96,323 0 0 15,000 0 7,116
Controller 1997 211,500 105,746 0 0 0 0 10,508
Stephen J. Boatti ...... 1999 223,500 107,969 0 0 0 0 9,984
Senior Vice President, 1998 199,700 101,641 0 0 20,000 0 6,314
Chief Legal Officer 1997 188,100 98,226 0 0 0 0 9,585
and Secretary
- -----------
(1) The bonus (annual incentive) awards were earned in the year indicated and
paid in the following year.
(2) The value of certain personal benefits is not included since it does
not exceed $50,000 for any named executive officer.
(3) All the options in this table are without tandem stock appreciation rights.
(4) Amounts shown represent aggregate annual company contributions for the
account of each named executive officer under the Nielsen Media Research,
Inc. Savings Plan (the "Savings Plan") and Savings Benefit Equalization
Plan (the "SBEP"), plans that are open to employees of Nielsen Media
Research and certain subsidiaries. The Savings Plan is a tax-qualified
defined contribution plan and the SBEP is a non-qualified plan that
provides a benefit to participants in the Savings Plan equal to the amount
of company contributions that would have been made to the participant's
Savings Plan accounts but for certain Federal tax laws. In addition, the
named executive officers were paid the following amounts in 1999 by VNU
representing the difference between the exercise price of certain vested
employee stock options and the per share amount paid by VNU as
consideration for the acquisition of the Company: Mr. Dimling -
$10,289,884; Mr. Young - $886,421; Mr. Cook - $3,568,782; Mr. Goldshein -
$3,542,647; and Mr. Boatti - $8,197,557.
(5) Mr. Young joined Nielsen Media Research in February 1998.
19
None of the named executive officers received stock option grants from the
Company in 1999, nor did any of them exercise any employee stock options in
1999. The Company pays no compensation to its directors for servicesas
directors.
RETIREMENT BENEFITS
Retirement benefits for the named executive officers are determined under
the NMR Retirement Plan and the NMR Retirement Excess Plan. Under these plans,
Nielsen Media Research contributes 6% of the participant's compensation monthly
to the participant's cash balance in the plan. The cash balance earns monthly
investment credits based on the yield on 30-year Treasury bonds from time to
time. Compensation, for the purpose of determining retirement benefits, consists
of base salary, annual bonuses, commissions and overtime pay. Severance pay,
income derived from equity-based awards, contingent payments and other forms of
special remuneration are excluded. Bonuses included in the Summary Compensation
Table above are normally not paid until the year following the year in which
they are accrued and expensed; therefore, compensation for purposes of
determining retirement benefits varies from the Summary Compensation Table
amounts in that bonuses expensed in the previous year but paid in the current
year are part of retirement compensation in the current year and current year's
bonuses accrued and included in the Summary Compensation Table are not. For
1999, compensation for purposes of determining retirement benefits for the named
executive officers differed by less than 10% from the amounts shown in the
Summary Compensation Table.
These plans also include a minimum monthly benefit for certain employees
who had attained age 50 and had earned five years of service as of October 31,
1996, including Messrs. Dimling and Cook. The minimum benefit is equal to the
excess of (i) 1.7% of final average compensation multiplied by years of credited
service not in excess of 25, plus 1.0% of average final compensation multiplied
by years of credited service in excess of 25, over (ii) 1.7% of the primary
Social Security insurance benefits multiplied by years of credited service not
in excess of 25, plus 0.5% of the primary Social Security insurance benefits
multiplied by years of credited service in excess of 25. Final average
compensation is defined as the highest average annual compensation during five
consecutive twelve-month periods in the last 10 consecutive twelve-month periods
of the member's credited service. Members vest in their accrued retirement
benefit upon completion of five years of service.
The estimated annual benefits upon retirement at age 65 for Messrs.
Dimling, Young, Cook, Goldshein and Boatti are $6,515, $407, $2,916, $4,003 and
$3,147, respectively. These amounts include benefits payable under predecessor
qualified plans of The Dun & Bradstreet Corporation that would be deducted from
the amount payable under these plans. The estimated annual retirement benefits
payable at age 65 are based on 1998 recognized earnings, assuming no future
increases in such earnings. For Messrs. Young, Boatti and Goldshein, the assumed
investment credit on cash balances is 5.5417% per annum, and the assumed annuity
conversion rate at age 65 is 5.15%. The actual investment credit and annuity
conversion rate may vary from these rates.
CHANGE-IN-CONTROL AGREEMENTS
Nielsen Media Research has entered into agreements with the executive
officers named in the Summary Compensation Table above (as well as with other
officers and key employees of Nielsen Media Research and its subsidiaries),
providing for certain benefits upon termination of employment in the event of a
Change in Control (as defined in the change-in-control agreements) of Nielsen
Media Research. If, following a Change in Control, the employment of a named
executive officer is terminated without cause or he or she terminates employment
for "good reason" (as defined in the change-in-control agreements), the officer
will receive a lump sum payment equal to three times (for Mr. Dimling and Mr.
Young), two times (for Mr. Cook and Mr. Boatti) and one and one-half times (for
Mr. Goldshein) base salary and annual target bonus, reimbursement for
outplacement expenses, life and health insurance coverage for 36 months (for Mr.
Dimling and Mr. Young), 24 months (for Mr. Cook and Mr. Boatti) and 18 months
(for Mr. Goldshein) after termination, retiree medical coverage, the accelerated
vesting of stock options and the accelerated payment of prorated annual and
other bonuses. The acquisition of the Company by VNU constituted a Change in
Control of the Company.
Pursuant to waivers signed in connection with the VNU Merger Agreement,
each executive officer named in the Summary Compensation Table (as well as most
of the other officers and key employees with such change-in-control agreements)
agreed to defer the receipt of the spread value under all unvested stock options
held by them over a period
20
of two years and agreed to be subject to a noncompetition and nonsolicitation
provision for an 18-month period after the termination of employment. In return,
if such employee remains employed by the Company for 15 months after the merger,
he or she will be entitled to receive the payment contemplated by his or her
change-in-control agreement.
SEVERANCE ARRANGEMENTS
The Nielsen Media Research Career Transition Plan and Executive Transition
Plan provide severance benefits to employees of Nielsen Media Research
(including the executive officers named in the Summary Compensation Table above)
and certain of its subsidiaries. These plans generally provide for the payment
of severance benefits if the employment of a covered employee terminates by
reason of a reduction in force, job elimination, unsatisfactory job performance
or a mutually acceptable resignation. In the event of an eligible termination,
executives with a base salary between $150,000 and $200,000 will be paid
three-quarters of a week of salary continuation for each four weeks of service
with Nielsen Media Research, up to a maximum of 20 weeks, except that certain
executives who had service with The Dun & Bradstreet Corporation (a predecessor
of Nielsen Media Research) receive benefits of 39 weeks. Executives with a base
salary of more than $200,000 will be paid one week of salary continuation for
each two weeks of service, up to a maximum of 52 weeks. The Chief Executive
Officer will be paid 104 weeks of salary and annual bonus continuation. Lower
amounts are paid in the event of termination for unsatisfactory performance. In
addition, unless termination occurs for unsatisfactory performance, the
executive will receive a portion of his or her cash bonus opportunity for the
year of termination, prorated based on the number of months worked during that
year.
In addition, the plans provide to eligible terminated executives continued
medical, dental and life insurance coverage throughout the salary continuation
period, and in certain instances, outplacement services and financial
counseling. The Chief Executive Officer may increase or decrease benefits for
executives other than the Chief Executive Officer, provided such decision is
reported to the Compensation and Benefits Committee of the Board, and that
Committee may increase or decrease benefits for the Chief Executive Officer.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
As of December 31, 1999, all of the Common Stock of the Company is
beneficially owned by VNU USA, Inc., a wholly owned subsidiary of VNU.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
In connection with the Company's acquisition by VNU, the Company borrowed
$808,360,000 and $328,340,000 from VNU. The loans are payable in 2009 and bear
interest at 8.7% and 8.2% per annum, respectively. Additionally, in connection
with the acquisition of NetRatings, the Company borrowed $246,000,000 from VNU;
the loan is payable in 2009 and bears interest at 8.3% per annum.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a) List of documents filed as part of this report:
(1) Financial Statements
See Index to Financial Statements and Schedule on Page F-1.
(2) Financial Statement Schedule
See Index to Financial Statements and Schedule on Page F-1.
(3) Exhibits
See Index to Exhibits on Page 24, which indicates which Exhibits are
management contracts or compensatory plans required to be filed as Exhibits.
(b) Reports on Form 8-K:
21
A report on Form 8-K was filed on October 28, 1999 to report under Item 1,
Changes in Control of Registrant, the purchase of shares by Niner Acquisition,
Inc., a wholly owned subsidiary of VNU USA, Inc., and the merger of Niner
Acquisition, Inc. into the Company.
A report on Form 8-K was filed on January 4, 2000 to report under Item 2,
Acquisition or Disposition of Assets, the acquisition of a majority of the
issued and outstanding shares of NetRatings, Inc., and under Item 4, Changes in
Registrant's Certifying Accountant, the dismissal of PricewaterhouseCoopers LLP
and the retention of Ernst & Young LLP.
A report on Form 8-K/A was filed on March 2, 2000 to file certain financial
statements of NetRatings, Inc.
22
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Act
of 1934, the Registrant has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.
NIELSEN MEDIA RESEARCH, INC.
----------------------------
(Registrant)
By: JOHN A. DIMLING
-------------------------------
(JOHN A. DIMLING
PRESIDENT AND CHIEF EXECUTIVE OFFICER
AND DIRECTOR)
By: THOMAS W. YOUNG
-------------------------------
(THOMAS W. YOUNG
EXECUTIVE VICE PRESIDENT AND CHIEF
FINANCIAL OFFICER)
By: STUART J. GOLDSHEIN
-------------------------------
(STUART J. GOLDSHEIN
VICE PRESIDENT AND CONTROLLER)
Date: March 29, 2000
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the date indicated.
THOMAS A. MASTRELLI
-------------------------------
(THOMAS A. MASTRELLI, DIRECTOR)
GERALD S. HOBBS
-------------------------------
(GERALD S. HOBBS, DIRECTOR)
Date: March 29, 2000
23
INDEX TO EXHIBITS
EXHIBIT NO: DESCRIPTION
- ----------- -----------
2 Plan of Acquisition, Reorganization, Arrangement, Liquidation or Succession:
2.1 Agreement and Plan of Merger among Nielsen Media Research, Inc.,
Niner Acquisition, Inc. and VNU USA, Inc. dated as of August 15,
1999 (incorporated by reference to Exhibit 2.1 of Registrant's
Current Report on Form 8-K, filed August 19, 1999, file number
001-12275).
2.2 Amendment to Agreement and Plan of Merger among Nielsen Media
Research, Inc., Niner Acquisition, Inc. and VNU USA, Inc. dated as
of October 8, 1999.
3 Articles of Incorporation and By-laws:
3.1 Restated Certificate of Incorporation of Cognizant Corporation
dated October 7, 1996 (incorporated by reference to Exhibit 3.1 to
Registrant's Registration Statement on Form 10, filed October 7,
1996, file number 001-12275).
3.2 Amended and Restated By-laws of Registrant (incorporated by
reference to Exhibit 3.2 to Registrant's Registration Statement on
Form 10, filed October 7, 1996, file number 001-12275).
3.3 Certificate of Ownership and Merger Merging Nielsen Media
Research, Inc. into Cognizant Corporation filed June 30, 1998 with
the Secretary of State of the State of Delaware (incorporated by
reference to Exhibit 3.3 to Registrant's Registration Statement on
Form S-3, filed July 22, 1998, registration number 333-59563).
3.4 Certificate of Amendment of Restated Certificate of Incorporation
of Nielsen Media Research, Inc. (incorporated by reference to
Appendix A to Registrant's Proxy Statement, filed August 5, 1998,
file number 001-12275).
3.5 Certificate of Ownership and Merger Merging Niner Acquisition
Corp. into Nielsen Media Research, Inc., filed October 27, 1999
with the Secretary of State of the State of Delaware.
4 Instruments Defining the Rights of Security Holders, Including Indentures:
4.1 Form of Indenture for 7.60% Notes due 2009 between Nielsen Media
Research, Inc. and The Chase Manhattan Bank, as Trustee, Registrar
and Paying Agent (incorporated by reference to Exhibit 4.1 to the
Registrant's Registration Statement on Form S-3/A, filed June 14,
1999, registration number 333-59563).
4.2 Form of Registered Security for 7.60% Notes due 2009 (incorporated
by reference to Exhibit 99.1 to Registrant's Current Report on
Form 8-K, filed June 25, 1999, file number 001-12275).
10 Material Contracts:
10.1 Distribution Agreement among Cognizant Corporation, The Dun &
Bradstreet Corporation and ACNielsen Corporation dated as of
October 28, 1996 (incorporated by reference to Exhibit 10.1 to
Registrant's Annual Report on Form 10-K for the year ended
December 31, 1996, filed March 27, 1997, file number 001-12275).
10.2 Tax Allocation Agreement among Cognizant Corporation, The Dun &
Bradstreet Corporation and ACNielsen Corporation dated as of
October 28, 1996 (incorporated by reference to Exhibit 10.2 to
Registrant's Annual Report on Form 10-K for the year ended
December 31, 1996, filed March 27, 1997, file number 001-12275).
10.3 Employee Benefits Agreement among Cognizant Corporation, The Dun &
Bradstreet Corporation and ACNielsen Corporation dated as of
October 28, 1996 (incorporated by reference to Exhibit 10.3 to
Registrant's Annual Report on Form 10-K for the year ended
December 31, 1996, filed March 27, 1997, file number 001-12275).
10.4 Indemnity and Joint Defense Agreement among Cognizant Corporation,
The Dun & Bradstreet Corporation and ACNielsen Corporation dated
as of October 28, 1996 (incorporated by reference to Exhibit 10.4
to Registrant's Annual Report on Form 10-K for the year ended
December 31, 1996, filed March 27, 1997, file number 001-12275).
24
EXHIBIT NO: DESCRIPTION
- ----------- -----------
10.5 TAM Master Agreement between Cognizant Corporation and ACNielsen
Corporation dated as of October 28, 1996 (incorporated by
reference to Exhibit 10.5 to Registrant's Annual Report on Form
10-K for the year ended December 31, 1996, filed March 27, 1997,
file number 001-12275).
10.6 Intellectual Property Agreement among Cognizant Corporation, The
Dun & Bradstreet Corporation and ACNielsen Corporation dated as of
October 28, 1996 (incorporated by reference to Exhibit 10.6 to
Registrant's Annual Report on Form 10-K for the year ended
December 31, 1996, filed March 27, 1997, file number 001-12275).
10.7 Distribution Agreement between Cognizant Corporation and IMS
Health Incorporated dated June 30, 1998 (incorporated by reference
to Exhibit 10.1 to Registrant's Quarterly Report on Form 10-Q for
the quarter ended June 30, 1998, filed August 13, 1998, file
number 001-12275).
10.8 Tax Allocation Agreement between Cognizant Corporation and IMS
Health Incorporated dated June 30, 1998 (incorporated by reference
to Exhibit 10.2 to Registrant's Quarterly Report on Form 10-Q for
the quarter ended June 30, 1998, filed August 13, 1998, file
number 001-12275).
10.9 Employee Benefits Agreement between Cognizant Corporation and IMS
Health Incorporated dated June 30, 1998 (incorporated by reference
to Exhibit 10.3 to Registrant's Quarterly Report on Form 10-Q for
the quarter ended June 30, 1998, filed August 13, 1998, file
number 001-12275).
10.10 Amended and Restated Transition Services Agreement between The Dun
& Bradstreet Corporation, The New Dun & Bradstreet Corporation,
Cognizant Corporation, IMS Health Incorporated, ACNielsen
Corporation and Gartner Group, Inc. dated June 30, 1998
(incorporated by reference to Exhibit 10.4 to Registrant's
Quarterly Report on Form 10-Q for the quarter ended June 30, 1998,
filed August 13, 1998, file number 001-12275).
10.11 Undertaking of IMS Health Incorporated dated June 29, 1998
(incorporated by reference to Exhibit 10.5 to Registrant's
Quarterly Report on Form 10-Q for the quarter ended June 30, 1998,
filed August 13, 1998, file number 001-12275).
10.12 Forms of Change-in-Control Agreement for Certain Executives of
Nielsen Media Research, Inc., as adopted effective July 1, 1998
(incorporated by reference to Exhibit 10.21 to Registrant's Annual
Report on Form 10-K for the year ended December 31, 1998, filed
March 29, 1999, file number 001-12275).*
10.13 Cognizant Corporation Executive Transition Plan, as adopted
effective November 1, 1996 (incorporated by reference to Exhibit
10.18 to Registrant's Annual Report on Form 10-K for the year
ended December 31, 1996, filed March 27, 1997, file number
001-12275).*
10.14 Cognizant Corporation Executive Annual Incentive Plan, as adopted
effective January 1, 1997 (incorporated by reference to Exhibit
10.19 to Registrant's Annual Report on Form 10-K for the year
ended December 31, 1996, filed March 27, 1997, file number
001-12275).*
10.15 Cognizant Corporation Supplemental Executive Retirement Plan, as
adopted effective November 1, 1996 (incorporated by reference to
Exhibit 10.20 to Registrant's Annual Report on Form 10-K for the
year ended December 31, 1996, filed March 27, 1997, file number
001-12275).*
10.16 Rights Agreement dated as of October 15, 1996 between Cognizant
Corporation and First Chicago Trust Company of New York
(incorporated by reference to Exhibit 1 to Registrant's Current
Report on Form 8-K filed October 15, 1996, file number 001-12275).
10.17 Amendment to Rights Agreement between Nielsen Media Research, Inc.
and First Chicago Trust Company of New York dated as of August 15,
1999 (incorporated by reference to Exhibit 2 to Registrant's Form
8-A/A filed August 17, 1999, file number 001-12275).
10.18 Cognizant Corporation Retirement Excess Plan, as adopted effective
January 1, 1997 (incorporated by reference to Exhibit 10.22 to
Registrant's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1997, filed May 13, 1997, file number 001-12275).*
25
EXHIBIT NO: DESCRIPTION
- ----------- -----------
10.19 Cognizant Corporation Savings Equalization Plan, as adopted
effective November 1, 1996 (incorporated by reference to Exhibit
10.23 to Registrant's Quarterly Report on Form 10-Q for the
quarter ended March 31, 1997, filed May 13, 1997, file number
001-12275).*
10.20 Operating Agreement between Nielsen Media Research, Inc. and
NetRatings, Inc. dated as of August 15, 1999 (incorporated herein
by reference to Exhibit 10.9 to NetRatings, Inc.'s Registration
Statement on Form S-1/A, filed October 20, 1999, registration
number 333-87717).
10.21 Second Restated Rights Agreement dated September 22, 1999
(incorporated herein by reference to Exhibit 4.1 to NetRatings,
Inc.'s Registration Statement on Form S-1, filed September 24,
1999, registration number 333-87717).
10.22 Agreement between Nielsen Media Research, Inc. and NetRatings,
Inc. dated November 9, 1999 (incorporated herein by reference to
Exhibit 4.4 to NetRatings, Inc.'s Registration Statement on Form
S-1/A, filed November 15, 1999, registration number 333-87717).
10.23 Closing Agreement between Nielsen Media Research, Inc. and
NetRatings, Inc. dated December 21, 1999 (incorporated by
reference to Exhibit 9 to Registrant's Schedule 13D, filed January
3, 2000, file number 001-12275).
10.24 Second Restated Stockholders Agreement dated September 22, 1999
(incorporated herein by reference to Exhibit 4.2 to NetRatings,
Inc.'s Registration Statement on Form S-1, filed September 24,
1999, registration number 333-87717).
10.25 Software License Agreement between Nielsen Media Research, Inc.
and NetRatings, Inc. dated as of August 15, 1999 (incorporated by
reference to Exhibit 10.16 to NetRatings, Inc.'s Registration
Statement on Form S-1/A, filed October 20, 1999, registration
number 333-87717).
10.26 Panel Maintenance Agreement between Nielsen Media Research, Inc.
and NetRatings, Inc. dated as of August 15, 1999 (incorporated by
reference to Exhibit10.17 to NetRatings, Inc.'s Registration
Statement on Form S-1/A, filed October 20, 1999, registration
number 333-87717).
21 List of Active Subsidiaries as of January 31, 2000.
23.1 Consent of Ernst & Young LLP.
23.2 Consent of PricewaterhouseCoopers LLP.
27 Financial Data Schedules.
99.1 Guarantee of VNU N.V. dated as of August 15, 1999 (incorporated by
reference to Registrant's Current Report on Form 8-K, filed August 19,
1999, file number 001-12275).
- -------------
* Management contract or compensatory plan or arrangement.
26
INDEX TO FINANCIAL STATEMENTS AND SCHEDULE
PAGE
----
CONSOLIDATED FINANCIAL STATEMENTS:
Reports of Independent Accountants .................................. F-2-F-3
Consolidated Statements of Operations for the period
October 27, 1999 to December 31, 1999 (Company) and
for the period January 1, 1999 to October 26, 1999 and
for the years ended December 31, 1998 and 1997 (predecessor) ....... F-4
Consolidated Statements of Financial Position as of
December 31, 1999 (Company) and December 31, 1998
(predecessor) ....................................................... F-5
Consolidated Statements of Cash Flows for the period
October 27, 1999 to December 31, 1999 (Company) and
for the period January 1, 1999 to October 26, 1999
and for the years ended December 31, 1998 and 1997 (predecessor) .... F-6
Consolidated Statements of Shareholder(s')/Divisional
Equity for the period October 27, 1999 to December 31, 1999
(Company) and for the period January 1, 1999 to
October 26, 1999 and for the years ended December 31, 1998
and 1997 (predecessor) .............................................. F-7
Notes to Consolidated Financial Statements ........................... F-8
FINANCIAL STATEMENT SCHEDULE:
Nielsen Media Research, Inc. and Subsidiaries
II. Valuation and Qualifying Accounts for the years
ended December 31, 1999, 1998 and 1997 .............................. F-24
----------
SCHEDULES OTHER THAN THE ONE LISTED ABOVE ARE OMITTED AS NOT REQUIRED OR
INAPPLICABLE BECAUSE THE REQUIRED INFORMATION IS PROVIDED IN THE CONSOLIDATED
FINANCIAL STATEMENTS, INCLUDING THE NOTES THERETO.
F-1
REPORT OF INDEPENDENT ACCOUNTANTS
The Board of Directors and Shareholders
Nielsen Media Research, Inc.
We have audited the accompanying consolidated statement of financial
position of Nielsen Media Research, Inc. (the "Company") as of December 31, 1999
and the related consolidated statements of operations, cash flows, and
shareholder(s') / divisional equity for the period from October 27, 1999 to
December 31, 1999. We have also audited the consolidated statements of
operations, cash flows and shareholder(s') / divisional equity for the period
from January 1, 1999 to October 26, 1999. Our audit also included the financial
statement schedule listed in the index as Item 14(a)(2). These financial
statements and schedule are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with auditing standards generally
accepted in the United States. Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements. An
audit also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the consolidated financial position of Nielsen Media
Research, Inc. at December 31, 1999 and the consolidated results of its
operations and its cash flows for the period October 27, 1999 to December 31,
1999 and the consolidated results of its operations and its cash flows for the
period January 1, 1999 to October 26, 1999 in conformity with accounting
principles generally accepted in the United States. Also, in our opinion, the
related statement schedule, when considered in relation to the basic financial
statements taken as a whole, presents fairly in all material respects the
information set forth therein.
ERNST & YOUNG LLP
New York, New York
February 1, 2000
F-2
REPORT OF INDEPENDENT ACCOUNTANTS
To the Shareholders of Nielsen Media Research, Inc.:
In our opinion, the consolidated financial statements listed in the
accompanying index appearing under Item 14 (a)(1) on page 21 present fairly, in
all material respects, the financial position of Nielsen Media Research, Inc.
and its subsidiaries at December 31, 1998, and the results of their operations
and their cash flows for each of the two years in the period ended December 31,
1998 in conformity with accounting principles generally accepted in the United
States. In addition, in our opinion, the financial statement schedule listed in
the index appearing under Item 14 (a) (2) on page 21 for each of the two years
in the period ended December 31, 1998 present fairly, in all material respects,
the information set forth therein when read in conjunction with the related
consolidated financial statements. These financial statements and financial
statement schedule are the responsibility of the Company's management; our
responsibility is to express an opinion on these financial statements and
financial statement schedule based on our audits. We conducted our audits of
these statements in accordance with auditing standards generally accepted in the
United States, which require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements, assessing the
accounting principles used and significant estimates made by management, and
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for the opinion expressed above.
PricewaterhouseCoopers LLP
New York, NY
January 27, 1999
F-3
NIELSEN MEDIA RESEARCH, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
AMOUNTS IN THOUSANDS, EXCEPT PER SHARE DATA
COMPANY PREDECESSOR COMPANY
------------ ---------------------------------------
PERIOD PERIOD
OCTOBER 27 JANUARY 1 YEAR ENDED DECEMBER 31,
TO TO -----------------------
DECEMBER 31, OCTOBER 26,
1999 1999 1998 1997
----------- ----------- -------- ---------
OPERATING REVENUE ........................ $ 89,915 $363,428 $401,932 $358,594
Operating Costs .......................... 47,818 182,177 195,301 164,516
Selling and Administrative Expenses ...... 14,916 62,410 80,867 75,154
Deferred Compensation Amortization ....... 17,177 -- -- --
Depreciation and Amortization ............ 21,396 29,943 31,385 28,663
--------- ---------- -------- --------
OPERATING (LOSS) INCOME .................. (11,392) 88,898 94,379 90,261
--------- ---------- -------- --------
Interest Expense-Third Parties ........... (2,594) (11,487) (8,156) --
Interest Expense-Related Parties ......... (17,605) -- -- --
Gain on Sale of Marketable Securities .... -- -- -- 8,008
--------- ---------- -------- --------
(Loss) Income Before Provision
for Income Taxes ......................... (31,591) 77,411 94,231 90,261
Provision for Income Taxes ............... -- (32,880) (39,483) (37,786)
--------- ---------- -------- --------
NET (LOSS) INCOME ........................ $(31,591) $ 44,531 $ 54,748 $ 52,475
========= ========== ======== ========
The accompanying notes are an integral part of the consolidated financial statements.
F-4
NIELSEN MEDIA RESEARCH, INC.
CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
AMOUNTS IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA
PREDECESSOR
COMPANY COMPANY
----------- -----------
AS OF DECEMBER 31,
----------------------------
1999 1998
----------- -----------
ASSETS
Cash and Cash Equivalents .................................... $ 349,996 $ 7,799
Restricted Cash .............................................. 100,234 --
Accounts Receivable-- Net .................................... 54,183 54,392
Other Current Assets ......................................... 12,490 6,092
----------- -----------
Total Current Assets ......................................... 516,903 68,283
----------- -----------
Property, Plant and Equipment-- Net .......................... 78,235 68,286
Computer Software-- Net ...................................... 53,253 50,575
Deferred Compensation ........................................ 181,612 --
Intangibles-- Net ............................................ 16,153 22,234
Goodwill-- Net ............................................... 2,442,494 --
Other Assets ................................................. 49,687 22,787
----------- -----------
Total Assets ................................................. $ 3,338,337 $ 232,165
=========== ===========
LIABILITIES AND SHAREHOLDER(S') EQUITY (DEFICIT)
Current Liabilities
Accounts Payable ............................................. $ 18,848 $ 12,965
Accrued and Other Current Liabilities ........................ 168,597 54,753
Accrued Income Taxes ......................................... -- 2,822
Deferred Revenues ............................................ 7,001 2,276
Short-term Debt .............................................. 25,000 225,000
----------- -----------
Total Current Liabilities .................................... 219,446 297,816
----------- -----------
Postretirement Benefits ...................................... 10,191 9,273
Deferred Income Taxes ........................................ -- 47,938
Other Liabilities ............................................ 108,460 --
Minority Interest ............................................ 140,999 --
Due to Affiliates ............................................ 1,413,571 --
Long-term Debt ............................................... 175,349 25,000
----------- -----------
TOTAL LIABILITIES ............................................ 2,068,016 380,027
----------- -----------
Commitments and Contingencies
SHAREHOLDER(S') EQUITY (DEFICIT)
Common Stock, Par Value: $0.01, Authorized: 400,000,000
Issued: 1,000 and 57,033,524 ............................... 1 570
Treasury Stock, at Cost ...................................... -- (11,121)
Distribution in Excess of Net Book Value ..................... -- (163,542)
Paid-in Capital .............................................. 1,300,000 --
(Accumulated Deficit)/Retained Earnings ...................... (31,591) 25,261
Unrealized Gain on Marketable Securities ..................... 1,913 --
Cumulative Translation Adjustment ............................ (2) 970
----------- -----------
TOTAL SHAREHOLDER(S') EQUITY (DEFICIT) ....................... 1,270,321 (147,862)
----------- -----------
TOTAL LIABILITIES AND SHAREHOLDER(S') EQUITY (DEFICIT) ....... $ 3,338,337 $ 232,165
=========== ===========
The accompanying notes are an integral part of the consolidated financial statements.
F-5
NIELSEN MEDIA RESEARCH, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
Amounts in thousands
Company Predecessor Company
------------ -----------------------------------------
Period Period
October 27 January 1 Year Ended December 31,
to to -------------------------
December 31, October 26,
1999 1999 1998 1997
----------- --------- --------- --------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net (Loss) Income ........................................ $ (31,591) $ 44,531 $ 54,748 $ 52,475
Reconciliation of Net Income to Net Cash
Provided by Operating Activities
Depreciation and Amortization .......................... 21,396 29,943 31,385 28,663
Deferred Compensation Amortization ..................... 17,177 -- -- --
Provision for Deferred Income Taxes .................... 13,012 6,365 13,352 5,585
Changes in Operating Assets and Liabilities
(Decrease) Increase in Accounts Receivable ............. (3,067) 1,630 (2,406) (7,213)
Increase (Decrease) in Accrued and Other
Current Liabilities .................................. 12,035 (15,974) 31,124 3,272
(Decrease) Increase in Accounts Payable ................ (264) 4,236 (1,390) 7,479
Increase (Decrease) in Postretirement Benefits ......... 200 1,560 (2,572) 3,543
(Decrease) Increase in Accrued Income Taxes ............ (17,128) 8,752 (2,653) 665
(Increase) Decrease in Other Working
Capital Items ........................................ (1,936) 709 848 (77)
----------- --------- --------- --------
Net Cash Provided by Operating Activities .......... 9,834 81,752 122,436 94,392
----------- --------- --------- --------
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital Expenditures ..................................... (6,759) (22,960) (30,718) (24,874)
Additions to Computer Software ........................... (3,264) (14,985) (22,085) (17,121)
Additions to Intangibles ................................. (379) (4,723) (12,979) (7,681)
Acquisition of Nielsen Media Research .................... (2,469,262) -- -- --
Acquisition of Net Ratings, net of cash acquired ......... 76,124 -- -- --
Unrealized Gains ......................................... 1,913 1,068 -- --
Other .................................................... 7,267 2,743 (2,304) 6,834
----------- --------- --------- --------
Net Cash Used in Investing Activities .............. (2,394,360) (38,857) (68,086) (42,842)
----------- --------- --------- --------
CASH FLOWS FROM FINANCING ACTIVITIES:
Third Party Limited Partnership Investment ............... -- 25,000 25,000 --
Issuance of Long-term Notes .............................. -- 150,000 -- --
Bank Borrowings .......................................... -- -- 275,000 --
Repayment of Bank Borrowings ............................. -- (225,000) (50,000) --
Proceeds from Stock Plans ................................ -- 20,247 4,830 --
Related Party Borrowings ................................. 1,413,571 -- -- --
Capital Contribution ..................................... 1,300,000 -- -- --
Transfers to Cognizant ................................... -- -- (307,326) (51,107)
----------- --------- --------- --------
Net Cash Provided by (Used in) Financing
Activities ....................................... 2,713,571 (29,753) (52,496) (51,107)
----------- --------- --------- --------
Effect of Exchange Rate Changes on Cash and
Cash Equivalents ......................................... 5 5 (48) (7)
----------- --------- --------- --------
Increase in Cash and Cash Equivalents ...................... 329,050 13,147 1,806 436
Cash and Cash Equivalents, Beginning of Period ............. 20,946 7,799 5,993 5,557
----------- --------- --------- --------
Cash and Cash Equivalents, End of Period ................... $ 349,996 $ 20,946 $ 7,799 $ 5,993
=========== ========= ========= ========
The accompanying notes are an integral part of the consolidated financial statements.
F-6
NIELSEN MEDIA RESEARCH, INC.
CONSOLIDATED STATEMENTS OF SHAREHOLDER(S')/DIVISIONAL EQUITY AND COMPREHENSIVE INCOME (LOSS)
DOLLAR AMOUNTS IN THOUSANDS
TOTAL |
DISTRIBUTION SHARE- | COMPRE-
IN EXCESS RETAINED HOLDER(S') | HENSIVE
DIVISIONAL COMMON TREASURY CAPITAL OF NET BOOK EARNINGS EQUITY | INCOME
EQUITY STOCK STOCK SURPLUS VALUE (DEFICIT) OTHER (DEFICIT) | (LOSS)
---------- ------- --------- ----------- ----------- --------- -------- ---------- | ---------
|
Balance Jan 1, 1997 .......... $ 99,353 |
Net Income ................... 52,475 | $ 52,475
Net transfers to Cognizant ... (51,107) |
Change in Cumulative |
Translation Adjustment ..... 862 | 862
--------- ------ --------- ---------- -------- -------- ------- ---------- | --------
Balance Jan 1, 1998 .......... 101,583 | $ 53,337
| ========
Net Income ................... 29,009 | $ 29,009
Net transfers to Cognizant ... (307,326) |
Distribution to Cognizant |
Shareholders ............... 176,734 $1,711 $(20,756) $ -- $(160,356) $ -- $ 2,667 $ -- | 1,644
Balance July 1, 1998 ......... -- 1,711 (20,756) -- (160,356) -- 2,667 (176,734) |
Transfer of Treasury Shares |
to IMS Health .............. 3,186 (3,186) -- |
Reverse Stock Split .......... (1,141) 1,141 -- |
Activity under Stock Plans ... |
including tax benefits ..... 6,449 (1,141) (478) 4,830 |
Net Income ................... -- 25,739 25,739 | 25,739
Change in Cumulative |
Translation Adjustment ..... -- (53) (53) | (53)
Change in Unrealized Gains ... (1,644) (1,644) | (1,644)
--------- ------ -------- ---------- --------- -------- ------- ---------- | --------
Balance December 31, 1998 .... -- 570 (11,121) -- (163,542) 25,261 970 (147,862) | $ 54,695
Activity under Stock Plans |
including tax benefits ..... 7 11,121 9,119 -- 20,247 |
Net Income January 1 to |
October 26, 1999 ........... -- -- -- -- -- 44,531 -- 44,531 | 44,531
Change in Cumulative |
Translation Adjustment ..... -- -- -- -- -- -- 81 81 | 81
Change in Unrealized Gains ... -- -- -- -- -- -- 1,068 1,068 | 1,068
--------- ------ -------- ---------- --------- -------- ------- ---------- | --------
Balance October 26, 1999 ..... -- 577 -- 9,119 (163,542) 69,792 2,119 (81,935) | $ 45,680
VNU Acquisition .............. (576) 1,290,881 163,542 (69,792) (2,119) 1,381,936 |
Net Loss October 27, 1999 |
to December 31, 1999 ....... -- -- -- -- -- (31,591) -- (31,591) | (31,591)
Change in Cumulative |
Translation Adjustment ..... -- -- -- -- -- -- (2) (2) | (2)
Change in Unrealized Gains ... 1,913 1,913 | 1,913
--------- ------ -------- ---------- --------- -------- ------- ---------- | --------
Balance December 31, 1999 .... $ -- $ 1 $ -- $1,300,000 $ -- $(31,591) $ 1,911 $1,270,321 | $(29,680)
========= ====== ======== ========== ========= ======== ======= ========== | ========
The accompanying notes are an integral part of the consolidated financial statements
F-7
NIELSEN MEDIA RESEARCH, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DOLLAR AMOUNTS IN THOUSANDS, EXCEPT PER SHARE DATA
NOTE 1. BASIS OF PRESENTATION
On October 27, 1999, the common stock of Nielsen Media Research, Inc.
("Nielsen Media Research" or the "Company") was acquired by an wholly-owned
subsidiary of VNU N.V. ("VNU") for cash in a transaction with an aggregate value
of approximately $2,700,000, that was accounted for as a purchase (the
"Acquisition"). Based on preliminary estimates of the fair value of assets
acquired and liabilities assumed, goodwill of approximately $2,465,000 was
established, which is being amortized over 30 years.
On December 21, 1999 (the "Date of Acquisition"), the Company purchased
17,188,349 shares of NetRatings, Inc. ("NetRatings") common stock through the
exercise of warrants and purchase of shares from NetRatings and several of its
shareholders. The aggregate purchase price was approximately $246,000 of which
approximately $236,000 was paid to NetRatings and approximately $10,000 was paid
directly to several of its shareholders.
The acquisition has been accounted for under the purchase method of
accounting. The aggregate purchase price (including the previous purchase in the
third quarter of 1999 of NetRatings Series C and Series D redeemable convertible
preferred stock, which were automatically converted to NetRatings common stock
prior to NetRatings initial public offering) was $257,048. The Company has made
a preliminary allocation of the purchase price to the estimated fair value of
assets acquired and the liabilities assumed of NetRatings. The excess of the
purchase price over the Company's share of the estimated fair value of the net
assets acquired of $67,089 has been established as goodwill, which is being
amortized over a period of seven years.
The accompanying financial statements as of December 31, 1999 and for the
period from October 27, 1999 to December 31, 1999 reflect the results of the
operations of the Company subsequent to the Acquisition and include the
adjustments required under the purchase method of accounting. The accompanying
predecessor financial statements for periods prior to the date of Acquisition
are presented under the predecessor Company's historical basis of accounting and
do not reflect any adjustments that would be required as a result of the
Acquisition by VNU.
Until June 30, 1998, Nielsen Media Research was operated as part of
Cognizant Corporation ("Cognizant"), which also included the business of IMS
Health Incorporated ("IMS Health"). On June 30, 1998, Cognizant distributed to
all holders of common stock, the shares of IMS Health (the "Distribution").
Because of the relative significance of the IMS Health business to Cognizant,
IMS Health was treated as the "accounting successor" to Cognizant and the
predecessor financial statements of Nielsen Media Research have been prepared on
a stand-alone basis.
Although Nielsen Media Research, Inc. is the same corporate legal entity as
Cognizant Corporation, except as specifically included or disclosed in these
consolidated financial statements, or specified in agreements between Nielsen
Media Research and IMS Health, Nielsen Media Research has been indemnified by
IMS Health for liabilities of Cognizant incurred before the date of the
Cognizant Distribution. As used in the accompanying consolidated financial
statements, the term "Nielsen Media Research" or the "Company" refers to the
operations of the television audience measurement business, the term "IMS
Health" refers to the operations of the pharmaceutical and healthcare
information business, and the term "Cognizant" refers to the pre-Cognizant
Distribution consolidated entity which operated both businesses. The term "D&B"
refers to Cognizant's former parent, The Dun & Bradstreet Corporation.
The predecessor consolidated financial statements generally reflect the
financial position, results of operations, and cash flows of the Company as if
it were a separate entity for all periods presented. The consolidated financial
statements include allocations of certain Cognizant corporate and other expenses
(including cash management, legal, accounting, tax, employee benefits, insurance
services, data services and other corporate overhead) relating to the Company's
business for the six months ended June 30, 1998, and the year ended December 31,
1997 (the "Respective Periods"). Management believes these allocations are
reasonable. However, the financial information included herein may not
necessarily reflect the consolidated financial position, results of operations,
and cash flows of the Company in the future or what they would have been if the
Company had been a separate entity during all the periods presented.
F-8
NIELSEN MEDIA RESEARCH, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (Continued)
DOLLAR AMOUNTS IN THOUSANDS, EXCEPT PER SHARE DATA
For purposes of governing certain of the ongoing relationships between the
Company and IMS Health after the Cognizant Distribution and to provide for
orderly transition, the Company and IMS Health entered into various agreements.
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Consolidation.
The consolidated financial statements of the Company include the accounts
of the Company and its subsidiaries after elimination of all material
intercompany accounts and transactions.
Cash Equivalents.
The Company considers all highly liquid investments with a maturity of 90
days or less at the time of purchase to be cash equivalents.
Restricted Cash.
Restricted cash represents funds held in escrow for option payments to
certain employees (See Note 8).
Property, Plant and Equipment.
Buildings and machinery and equipment are depreciated over their estimated
useful lives of 40 and 3 to 6 years, respectively, using the straight-line
method. Leasehold improvements are amortized on a straight-line basis over the
shorter of the term of the lease or the estimated useful life of the
improvement.
Computer Software.
Certain direct costs incurred in the development of computer software for
external use or to meet the internal needs of the Company are capitalized.
Computer software costs incurred to establish technological feasibility or in
the preliminary project stage of development are expensed in the periods in
which they are incurred. Capitalization ceases and amortization starts when a
computer software product is available for general release to customers or when
the computer software project is placed in service. Amortization of a computer
software product is computed using the greater of (a) the ratio of a product's
current gross revenues to the total of current and expected gross revenues or
(b) the straight-line method computed by dividing the capitalized costs by the
estimated economic life of a product over three to five years. The costs of
computer software developed for internal use are amortized on a straight-line
basis over three to five years. At each balance sheet date, the Company reviews
the recoverability of the unamortized capitalized costs of computer software by
comparing the carrying value of computer software with the estimated net
realizable value.
Intangibles.
Intangibles primarily result from the deferral of direct costs related to
the installation of meters in markets in which customer contracts pre-exist.
Intangibles are amortized, using the straight-line method, over the life of the
contracts, which are generally five years.
Goodwill.
Goodwill represents the excess purchase price over the fair value of
identifiable net assets of businesses acquired and is amortized on a
straight-line basis over seven (NetRatings) to thirty (Nielsen Media Research)
years.
Long-lived Assets.
Long-lived assets and certain identifiable intangibles held and used by the
Company are reviewed for impairment whenever events or changes in circumstances
indicate that the carrying amount of an asset may not be
F-9
NIELSEN MEDIA RESEARCH, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (Continued)
DOLLAR AMOUNTS IN THOUSANDS, EXCEPT PER SHARE DATA
recoverable. An impairment loss is recognized when the sum of undiscounted
expected future cash flows is less than the carrying amount of such assets. The
measurement for such impairment loss is then based on the fair value of the
asset.
Revenue Recognition.
The Company recognizes subscription revenue as earned, which is generally
pro rata over a one-year period, or as the information is delivered or related
services are performed. For certain metered market contracts with fixed payment
terms, revenue is recognized on a straight-line basis over the contract period,
which is generally five years. The difference between the amount recognized as
revenue and the amount billed for service is recorded as unbilled receivables.
Foreign Currency Translation.
The Company has operations in Canada. Changes in the value of the Canadian
dollar (the functional currency) affect the Company's consolidated financial
statements when translated into U.S. dollars. For operations in Canada, assets
and liabilities are translated using end-of-period exchange rates; revenues and
expenses are translated using average rates of exchange. Currency translation
adjustments are accumulated in a separate component of Shareholders'/Divisional
Equity, whereas realized transaction gains and losses are recognized in current
income.
Income Taxes.
The Company has been included in the Federal and certain state and Canadian
income tax returns of Cognizant for the Respective Periods. The provision for
income taxes in the Company's consolidated financial statements has been
calculated on a separate-company basis. Income taxes paid on behalf of the
Company by Cognizant for the Respective Periods are included in Divisional
Equity. Effective after the Cognizant Distribution, the Company filed separate
income tax returns. Subsequent to the Acquisition, the Company will be included
in VNU's Federal and certain state and Canadian income tax returns, as deemed
appropriate.
Divisional Equity.
Divisional Equity includes historical investments and advances from
Cognizant, including net transfers to/from Cognizant, third-party liabilities
paid on behalf of the Company by Cognizant and amounts due to/from Cognizant for
services and other charges, as well as current-period income through the
Respective Periods.
Estimates.
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets, liabilities, revenues
and expenses and the disclosure of contingent assets and liabilities. Actual
results could differ from those estimates. Estimates are used for, but are not
limited to, the accounting for allowance for uncollectible accounts receivable,
depreciation and amortization, capitalized software costs, intangibles, employee
benefit plans, taxes and contingencies.
Segments.
The Company operates in one segment providing national and local television
and audience measurement services.
Reclassifications.
Certain prior-year amounts have been reclassified to conform with the 1999
presentation.
F-10
NIELSEN MEDIA RESEARCH, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (Continued)
DOLLAR AMOUNTS IN THOUSANDS, EXCEPT PER SHARE DATA
Financial Instruments.
The Company used an interest rate hedge agreement to manage its exposure to
changes in interest rate prior to the issuance of its long-term debt securities
in the second quarter of 1999. The Company does not use derivatives for trading
or speculative purposes. The gain on this interest rate hedge agreement is being
recognized as an adjustment to interest expense over the life of the related
debt securities.
Concentrations of Credit Risk.
The Company had trade accounts receivable and unbilled receivable balances
of $72,023 and $69,073 at December 31, 1999 and 1998, respectively, principally
from U.S. based customers in the television media industry.
Recently Issued Accounting Standards.
In June 1998, the Financial Accounting Standards Board issued SFAS No. 133,
"Accounting for Derivative Instruments and Hedging Activities." SFAS 133
establishes accounting and reporting standards for derivative instruments
embedded in other contracts (collectively referred to as derivatives) and for
hedging activities. The Company will be required to implement SFAS 133 beginning
January 1, 2001. The Company expects that the adoption of this pronouncement
will not have a material effect on the Company's financial position, results of
operations or cash flows.
NOTE 3. FINANCIAL INSTRUMENTS
At December 31, 1999, the Company's financial instruments included cash,
cash equivalents, receivables, accounts payable, loans from affiliates and
long-term debt. At December 31, 1999, the fair values of cash, cash equivalents,
trade receivables and accounts payable approximated the carrying values because
of the short-term nature of these instruments. The Company believes that the
carrying value of loans from affiliates approximate their fair market value
because of their recent issuance. At December 31, 1999, the Company's $150,000
(7.60%) Senior Notes were trading in the public market at 96.5.
NOTE 4. INVESTMENT IN NETRATINGS, INC.
On December 21, 1999 (the "Date of Acquisition"), the Company purchased
17,188,349 shares of NetRatings, Inc. ("NetRatings") common stock through the
exercise of warrants and purchase of shares from NetRatings and several of its
shareholders. The aggregate purchase price was approximately $246,000 of which
approximately $236,000 was paid to NetRatings and approximately $10,000 was paid
directly to several of its shareholders.
The acquisition has been accounted for under the purchase method of
accounting. The aggregate purchase price (including the previous purchase in the
third quarter of 1999 of NetRatings Series C and Series D redeemable convertible
preferred stock, which were automatically converted to NetRatings common stock
prior to NetRatings initial public offering) was $257,048. The Company has made
a preliminary allocation of the purchase price to the estimated fair value of
assets acquired and the liabilities assumed of NetRatings. The excess of the
purchase price over the Company's share of the estimated fair value of the net
assets acquired of $67,089 has been established as goodwill, which is being
amortized over a period of seven years.
At December 31, 1999, the Company owned approximately 57% of the
outstanding common stock of NetRatings. The results of operations of NetRatings
are not included in the Company's Consolidated Statements of Operations from the
Date of Acquisition, since they were not material. The following table reflects
unaudited pro forma combined results of operations of the Company and NetRatings
on the basis that the acquisition had taken place at the beginning of the year
presented:
1999 1998
--------- ---------
Revenues .............. $ 456,344 $402,169
Net Income ............ $ (23,838) $ 23,076
F-11
NIELSEN MEDIA RESEARCH, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (Continued)
DOLLAR AMOUNTS IN THOUSANDS, EXCEPT PER SHARE DATA
In management's opinion, the unaudited pro forma combined results of
operations are not necessarily indicative of the actual results that would have
occurred had the acquisition been consummated at the beginning of 1998 or 1999
or of the future operations of the combined companies.
The Company and NetRatings have signed an operating agreement to guide and
coordinate development of the Nielsen//NetRatings Internet measurement service,
which was launched March 22, 1999. An agreement covering research panel
recruitment under which NetRatings pays the Company for these services also has
been signed.
NOTE 5. DEBT
During the second quarter of 1999, the Company completed a public offering
of $150,000 of 7.60% Senior Notes due 2009 (the "Notes"). Proceeds from the
offering were used to repay existing indebtedness under the Company's bank
credit facilities. The Notes contain certain restrictive covenants.
In connection with the Acquisition, the Company borrowed $808,360 and
$328,340 from VNU. The loans are payable in 2009 and bear interest at 8.7% and
8.2% per annum, respectively. Additionally, in connection with the acquisition
of NetRatings, the Company borrowed $246,000 from VNU, the loan is payable in
2009, and bears interest at 8.3% per annum.
In connection with the Distribution in 1998, the Company borrowed $275,000
under an unsecured revolving credit facility ("Revolving Credit Facility")
provided by a group of lenders led by The Chase Manhattan Bank. The Revolving
Credit Facility consisted of two tranches: a 364-Day $225,000 tranche and a
Three-Year $100,000 tranche. During the second quarter of 1999, the outstanding
balance under the 364-Day tranche of $150,000 was repaid using the proceeds from
the Notes and the 364-Day facility was terminated. During 1999, the outstanding
balance of the Three-Year tranche was repaid and that facility was terminated.
The Company and one of its subsidiaries, which serves as general partner,
participate in a limited partnership. In June 1998, a third party investor
contributed $25,000 to the partnership in exchange for a limited partnership
interest. During the third quarter of 1999, the same investor contributed an
additional $25,000 to the partnership for additional limited partnership
interest. The partnership is obligated to make distributions to the third party
limited partner of approximately 6.8% per annum. The third party limited partner
has the ability to retire its limited interest that it obtained in June 1998 on
December 31, 2000; at that time, one or more of the other partners can elect to
purchase the retiring interest of the third party limited partner. The
partnership licenses computer software.
F-12
NIELSEN MEDIA RESEARCH, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (Continued)
DOLLAR AMOUNTS IN THOUSANDS, EXCEPT PER SHARE DATA
NOTE 6. PENSION AND DEFINED CONTRIBUTION PLANS
In connection with the Distribution, the Company assumed responsibility for
pension benefits for active employees and retirees of the Company. An allocation
of assets and liabilities and expenses for such benefits prior to July 1, 1998
has been included in the consolidated financial statements.
The following tables set forth the change in benefit obligation and plan
assets, the funded status and amounts recognized in the Company's balance sheet
for the plans:
COMPANY PREDECESSOR COMPANY
------------- -----------------------------
PERIOD PERIOD
OCTOBER 27 JANUARY 1 JULY 1
TO TO TO
DECEMBER 31, OCTOBER 26, DECEMBER 31,
1999 1999 1998
------------ ----------- ------------
CHANGE IN BENEFIT OBLIGATION
Benefit obligation at beginning of period ........ $39,545 $42,396 $37,727
Service Cost ..................................... 488 3,354 1,644
Interest Cost .................................... 494 2,382 1,316
Plan Participants contributions .................. -- -- --
Actuarial loss ................................... -- (8,024) 1,951
Benefits Paid .................................... (109) (563) (242)
------- ------- -------
Benefit obligation at end of period .............. $40,418 $39,545 $42,396
======= ======= =======
CHANGE IN PLAN ASSETS
Fair value of plan assets at beginning of period . 65,630 $62,179 $58,292
Actual return on plan assets ..................... 3,091 4,010 4,129
Company contribution ............................. -- -- --
Plan Participants contributions .................. -- -- --
Benefits paid .................................... (107) (559) (242)
------- ------- -------
Fair value of plan assets at end of period ....... $68,614 $65,630 $62,179
======= ======= =======
FUNDED STATUS 28,196 $26,086 $19,783
Unrecognized actuarial gain ...................... (2,067) -- (11,306)
Unamortized Transition Asset ..................... -- -- (973)
Unrecognized prior service credit ................ -- -- (2,456)
------- ------- -------
PREPAID BENEFIT COST ............................. $26,129 $26,086 $ 5,048
======= ======= =======
Weighted-average assumptions at end of period, except as indicated
Discount rate
July 1, 1998 ........................ 7.00%
December 31, 1998 ................... 6.75%
October 26, 1999 .................... 7.75%
December 31, 1999 ................... 7.75%
Expected return on plan assets ........ 9.75%
Rate of compensation increase ......... 4.16%
F-13
NIELSEN MEDIA RESEARCH, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (Continued)
DOLLAR AMOUNTS IN THOUSANDS, EXCEPT PER SHARE DATA
The components of net pension expense for the plans were as follows:
COMPANY PREDECESSOR COMPANY
------------ -----------------------------
PERIOD PERIOD
OCTOBER 27 JANUARY 1 JULY 1
TO TO TO
DECEMBER 31, OCTOBER 26, DECEMBER 31,
1999 1999 1998
------------- ----------- ------------
COMPONENT OF NET PERIODIC BENEFIT COST
Service cost .................................... $ 488 $ 3,353 $ 1,644
Interest cost ................................... 494 2,382 1,316
Expected return on plan assets .................. (1,025) (4,278) (2,419)
Amortization of transition asset ................ 0 (404) (242)
Amortization of prior service cost .............. 0 (195) (117)
Recognized actuarial loss ....................... 0 (21) (21)
------- ------- -------
$ (43) $ 837 $ 161
======= ======= =======
Through June 30, 1998, the Company participated in Cognizant's defined
benefit pension plan covering eligible employees in the U.S. Accordingly, the
Company has recorded pension expense, as allocated by Cognizant, totaling $334
for the six months ended June 30, 1998, and $1,571 for the year ended December
31, 1997.
Certain U.S. employees of the Company also have been eligible to
participate in the Company's defined contribution plan and in the Cognizant
defined contribution plan during the Respective Periods. The Company makes a
matching contribution of up to 50% of the employee's contribution based on
specified limits of the employee's salary. The Company's expense related to
these plans was $430 for the period October 27 to December 31, 1999, $2,150 for
the period January 1 to October 26, 1999, and $2,278 and $2,021 for the years
ended December 31, 1998 and 1997, respectively.
F-14
NIELSEN MEDIA RESEARCH, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
DOLLAR AMOUNTS IN THOUSANDS, EXCEPT PER SHARE DATA
NOTE 7. OTHER POSTRETIREMENT BENEFIT PLANS
In connection with the Distribution, the Company assumed responsibility for
postretirement benefits for active employees and retirees of the Company. An
allocation of liabilities and expenses for such benefits prior to July 1, 1998
has been included in the consolidated financial statements.
The following tables set forth the change in benefit obligation and plan
assets, the funded status and amounts recognized in the Company's balance sheet
for the plans:
COMPANY PREDECESSOR COMPANY
------------ ---------------------------
PERIOD PERIOD
OCTOBER 27 JANUARY 1 JULY 1
TO TO TO
DECEMBER 31, OCTOBER 26, DECEMBER 31,
1999 1999 1998
------------ ----------- ------------
CHANGE IN BENEFIT OBLIGATION
Benefit obligation at beginning of period ...... $ 9,030 $ 8,840 $ 8,040
Service Cost ................................... 100 630 330
Interest Cost .................................. 120 490 260
Plan Participants contributions ................ -- 20 10
Actuarial (gain) loss .......................... (30) (860) 280
Benefits paid .................................. (20) (90) (80)
-------- -------- --------
Benefit obligation at end of period ............ $ 9,200 $ 9,030 $ 8,840
======== ======== ========
CHANGE IN PLAN ASSETS
Fair value of plan assets at beginning of period $ -- $ -- $ --
Actual return on plan assets ................... -- -- --
Company contribution ........................... 20 70 70
Plan Participants contributions ................ -- 20 10
Benefits paid .................................. (20) (90) (80)
-------- -------- --------
Fair value of plan assets at end of period ..... $ -- $ -- $ --
======== ======== ========
FUNDED STATUS .................................. $ (9,200) $ (9,030) $ (8,840)
Unrecognized actuarial (gain) loss ............. (30) (690) 170
Unrecognized prior service credit .............. -- (500) (770)
-------- -------- --------
ACCRUED BENEFIT COST ........................... $ (9,230) $(10,220) $ (9,440)
======== ======== ========
Weighted-average assumptions at end of period, except as indicated
Discount rate
July 1, 1998 ................................ 7.00%
December 31, 1998 ........................... 6.75%
October 26, 1999 ............................ 7.75%
December 31, 1999 ........................... 7.75%
Expected return on plan assets ................ N/A
Rate of compensation increase ................. 4.16%
F-15
NIELSEN MEDIA RESEARCH, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
DOLLAR AMOUNTS IN THOUSANDS, EXCEPT PER SHARE DATA
The components of net postretirement benefit expense for the plans were as
follows:
COMPANY PREDECESSOR COMPANY
------------ --------------------------
PERIOD PERIOD
OCTOBER 27 JANUARY 1 JULY 1
TO TO TO
DECEMBER 31, OCTOBER 26, DECEMBER 31,
1999 1999 1998
COMPONENT OF NET PERIODIC BENEFIT COST ------------ ----------- ------------
Service cost .................................... $ 100 $ 630 $ 330
Interest cost ................................... 120 490 260
Expected return on plan assets .................. -- -- --
Amortization of transition asset ................ -- -- --
Amortization of prior service cost .............. -- (270) (170)
------- ------- -------
$ 220 $ 850 $ 420
======= ======= =======
For measurement purposes, the assumed rate of future increases in per
capita cost of covered postretirement health care benefits is 6.5% in 2000,
decreasing gradually to 5.0% for the year 2021 and remaining constant
thereafter.
Assumed health care cost trend rates have a significant effect on the
amounts reported for the postretirement health care plans. A
one-percentage-point change in the assumed health care cost trend rates would
have the following effects:
1% POINT 1% POINT
INCREASE DECREASE
-------- --------
Effect on total service and interest cost components
for the six months ended December 31, 1998 $ 50 $ (40)
Effect on total service and interest cost components
for the twelve months ended December 31, 1999 $ 60 $ (60)
Effect on postretirement benefit obligation as of
December 31, 1998 $850 $(740)
Effect on postretirement benefit obligation as of
December 31, 1999 $700 $(640)
F-16
NIELSEN MEDIA RESEARCH, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
DOLLAR AMOUNTS IN THOUSANDS, EXCEPT PER SHARE DATA
NOTE 8. EMPLOYEE STOCK PLANS
The Nielsen Media Research Key Employees Stock Incentive Plan provided for
the grant of stock options and restricted stock to eligible employees. All
options had a life of ten years, vested proportionally over three to six years
and had an exercise price equal to the fair value of the common stock on the
grant date. Immediately following the Cognizant Distribution, outstanding awards
under the Cognizant Key Employees Stock Incentive Plan held by Company employees
were adjusted in accordance with the Nielsen Media Research Plan. The adjusted
awards had the same ratio of the exercise price per option to the market value
per share, the same aggregate difference between market value and exercise
price, and the same vesting provisions, option periods and other terms and
conditions as the original options. These adjusted awards were further adjusted
to reflect the Company's one-for-three reverse stock split effective August 26,
1998.
WEIGHTED AVG
SHARES EXERCISE PRICE
----------- --------------
Options outstanding January 1, 1997 ............... 18,154,820 $ 8.04
Granted ........................................... 951,219 $ 8.77
Exercised ......................................... (575,004) $ 7.37
Expired ........................................... (1,128,270) $ 8.03
---------- ------
Options outstanding December 31, 1997 ............. 17,402,765 $ 8.11
Granted ........................................... 1,372,634 $15.58
Exercised ......................................... (3,831,547) $ 8.49
Expired ........................................... (745,094) $ 8.17
---------- ------
Options outstanding December 31, 1998 ............. 14,198,758 $ 8.87
Granted ........................................... 143,866 $20.20
Exercised ......................................... (1,281,599) $ 8.08
Expired / Cancelled ............................... (432,504) $ 8.60
---------- ------
Options outstanding October 26, 1999 .............. 12,628,521 $ 9.09
---------- ------
Options Cancelled ................................. (12,628,521) $ 9.09
---------- ------
Balance December 31, 1999 ......................... -- --
========== ======
In connection with the acquisition, all outstanding options for Nielsen
Media Research common stock held by Company employees were cancelled in exchange
for consideration equal to the difference between $37.75 (the acquisition price)
and the respective option exercise price. Payments for options vested as of
November 15, 1999 were made in 1999. The payment for options which were
scheduled to vest subsequent to November 15, 1999, are being paid out over the
next two years. This aggregate future payment to former option holders is
included in the captions: Restricted Cash, Deferred Compensation, Accrued and
Other Current Liabilities, and Other Liabilities on the Consolidated Statements
of Financial Position.
Prior to the Acquisition, the Company maintained an Employee Stock Purchase
Plan which allowed eligible employees to purchase a limited amount of common
stock at the end of each quarter at a price equal to the lesser of 90% of fair
market value on (a) the first trading day of the quarter or (b) the last trading
day of the quarter. Fair market value was defined as the average of the high and
low prices of the shares on the relevant day. This plan was discontinued in
connection with the Acquisition.
F-17
NIELSEN MEDIA RESEARCH, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
DOLLAR AMOUNTS IN THOUSANDS, EXCEPT PER SHARE DATA
NOTE 9. INCOME TAXES
COMPANY PREDECESSOR COMPANY
---------------------------- -----------------------
PERIOD PERIOD
OCTOBER 27 JANUARY 1
TO TO YEAR ENDED DECEMBER 31,
DECEMBER 31, OCTOBER 26, ------------------------
1999 1999 1998 1997
------------- ---------- -------- -------
Pretax (Loss) Income ............................ $(31,591) $77,411 $94,231 $90,261
======== ======= ======= =======
The provision for income taxes consisted of:
U.S. Federal
Current ...................................... $(11,057) $18,553 $18,949 $23,600
Deferred ..................................... 11,057 5,425 9,969 4,674
-------- ------- ------- -------
-- 23,978 28,918 28,274
-------- ------- ------- -------
U.S. State & Local and Foreign
Current ...................................... (1,955) 7,962 7,182 8,601
Deferred ..................................... 1,955 940 3,383 911
-------- ------- ------- -------
-- 8,902 10,565 9,512
-------- ------- ------- -------
Total .................................... $-- $32,880 $39,483 $37,786
======== ======= ======= =======
The following table summarizes the significant differences between the U.S. Federal statutory taxes and the
Company's provision for income taxes for consolidated financial statement purposes:
PERIOD PERIOD
OCTOBER 27 JANUARY 1
TO TO YEAR ENDED DECEMBER 31,
DECEMBER 31, OCTOBER 26, ------------------------
1999 1999 1998 1997
------------- ---------- -------- -------
Tax expense at statutory rate $(11,057) $27,094 $32,981 $31,591
State & Local Income Taxes net of
Federal Tax Benefit (1,271) 5,786 6,380 6,053
Valuation Allowance 12,328 -- -- --
Foreign -- -- 122 142
-------- ------- ------- -------
$-- $32,880 $39,483 $37,786
======== ======= ======= =======
F-18
NIELSEN MEDIA RESEARCH, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
DOLLAR AMOUNTS IN THOUSANDS, EXCEPT PER SHARE DATA
The Company's deferred tax assets (liabilities) are comprised of the
following at December 31:
1999 1998
Deferred Tax Assets:
Postretirement Benefits $ 4,270 $ 3,855
Bad Debts 1,276 1,226
Liabilities to former option holders 100,296 --
Net Operating Losses 53,233 --
Other 6,828 425
------- --------
165,903 5,506
------- --------
Deferred Tax Liabilities:
Computer Software & Intangibles (50,908) (38,860)
Unbilled Revenue (4,605) (5,299)
Postretirement Benefits (2,694) (2,966)
Depreciation (4,670) (4,669)
SFAS 115 (2,149) --
------- --------
(65,026) (51,794)
------- --------
Valuation Allowance (100,877) --
------- --------
Net Deferred Tax Liability $ -- $(46,288)
======= ========
NOTE 10. LEASE COMMITMENTS
The Company leases office and production facilities, computers and other
equipment under operating leases expiring through 2007. Rental expense under
these leases amounted to $1,619 for the period from October 27 to December 31,
1999, $11,950 for the period October 27 to December 31, 1999 and $11,309 and
$10,911 for the years ended December 31, 1998 and 1997, respectively. Aggregate
minimum rentals under noncancellable leases are as follows:
Years ending December 31:
2000 ....................... $12,724
2001 ....................... 12,078
2002 ....................... 10,398
2003 ....................... 8,797
2004 ....................... 2,206
Thereafter ................. 5,182
-------
$51,385
=======
At the Distribution, the Company assumed certain Cognizant leases or
entered into sublease agreements with IMS Health or third parties for certain
facilities, computer and other equipment. These sublease agreements are
principally a continuation of existing lease commitments. These commitments are
included in the amounts disclosed above. Many of the leases also require the
lessee to make additional payments based upon various escalation clauses
relating to increases in real estate taxes, maintenance costs and the consumer
price index.
NOTE 11. OTHER TRANSACTIONS WITH AFFILIATES
Cognizant provided certain centralized services (See Note 1) to the
Company. Expenses related to these services were allocated to the Company based
on utilization of specific services or, where not estimable, based on revenue of
the Company in proportion to Cognizant's consolidated revenue. Management
believes these allocation methods are reasonable. These allocations were $16,903
for the six months ended June 30, 1998, and $34,146 for the year ended
F-19
NIELSEN MEDIA RESEARCH, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
DOLLAR AMOUNTS IN THOUSANDS, EXCEPT PER SHARE DATA
December 31, 1997, and are included in operating costs and selling and
administrative expenses in the Consolidated Statements of Operations. Amounts
due to Cognizant for these allocated expenses are included in Divisional Equity.
Net transfers to or from Cognizant are included in Divisional Equity and include
advances and loans from affiliates, net cash transfers to or from Cognizant,
third-party liabilities paid on behalf of the Company by Cognizant, amounts due
to or from Cognizant for services and other charges, and income taxes paid on
behalf of the Company by Cognizant during the Respective Periods. No interest
has been charged on these transactions. The weighted average balance due from
Cognizant was $338,061 for the six months ended June 30, 1998, and $334,329 for
the year ended December 31, 1997 The activity in the net transfers to Cognizant
account for the periods included in Divisional Equity in the Consolidated
Statements of Shareholder(s')/Divisional Equity and Comprehensive Income is
summarized as follows:
SIX MONTHS ENDED YEAR ENDED
JUNE 30, 1998 DECEMBER 31, 1997
---------------- ----------------
Cognizant Services and Other Charges ...... $ (16,903) $ (37,738)
Loans and Advances, Net ................... 14,714 12,151
U.S. Income Taxes ......................... (12,551) (23,600)
Cash Transfers, Net ....................... 322,066 100,294
--------- ---------
Net Transfers to Cognizant ................ $307,326 $ 51,107
========= ========
For purposes of governing certain of the ongoing relationships between the
Company and IMS Health after the Cognizant Distribution and to provide for an
orderly transition, the Company and IMS Health have entered into various
agreements including a Distribution Agreement, Tax Allocation Agreement,
Employee Benefits Agreement, Shared Transaction Services Agreement, and
Transition Services Agreement. Among other things, the agreements set forth
principles to be applied in allocating certain Cognizant Distribution-related
costs and specify portions of contingent liabilities (including certain
contingent liabilities) to be shared if certain amounts are exceeded.
NOTE 12. CAPITAL STOCK
On October 27, 1999, the common stock of Nielsen Media Research, Inc. was
acquired by a wholly owned subsidiary of VNU. This subsidiary merged with and
into Nielsen Media Research, Inc., with Nielsen Media Research, Inc., being the
surviving legal and accounting entity. Concurrent with the merger, the number of
shares of common stock of the Company was reduced to 1,000 shares.
On July 8, 1998, the Nielsen Media Research Board of Directors authorized a
one-for-three reverse stock split which was approved at a special shareholders'
meeting held on August 26, 1998. Shareholders at the close of business on that
date had the right to receive one new share of Nielsen Media Research common
stock in exchange for three old shares.
NOTE 13. LITIGATION AND CONTINGENCIES
The Company and its subsidiaries are involved in legal proceedings and
litigation arising in the ordinary course of business. In the opinion of
management, the outcome of such current legal proceedings and litigation, if
decided adversely, could have a material adverse effect on quarterly or annual
operating results or cash flows when resolved in a future period. However, in
the opinion of management, these matters will not materially affect the
Company's consolidated financial position.
On July 29, 1996, Information Resources, Inc. ("IRI") filed a complaint in
the United States District Court for the Southern District of New York, naming
as defendants D&B, A.C. Nielsen Company and IMS, a unit of Cognizant (the "IRI
Action"). The complaint alleges, among other things, various violations of the
antitrust laws and damages in excess of $350,000, which amount IRI has asked to
be trebled under the antitrust laws. IRI also seeks punitive damages of an
unspecified amount.
In connection with the distribution of Cognizant common stock to the
holders of Dun & Bradstreet Corporation ("D&B") common stock in November 1996
(the "D&B Distribution"), D&B, ACNielsen Corporation
F-20
NIELSEN MEDIA RESEARCH, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
DOLLAR AMOUNTS IN THOUSANDS, EXCEPT PER SHARE DATA
("ACNielsen") (the parent of A.C. Nielsen Company) and Cognizant entered into an
Indemnity and Joint Defense Agreement (the "Indemnity and Joint Defense
Agreement") pursuant to which ACNielsen agreed to be responsible for any
potential liabilities which may ultimately be incurred by D&B or Cognizant as a
result of such action, up to a maximum amount to be determined by an independent
investment bank if and when any such liabilities are incurred. The determination
of such maximum amount will be based on ACNielsen's ability to satisfy such
liabilities and remain financially viable, subject to certain assumptions and
limitations. However, Cognizant and D&B agreed that to the extent that ACNielsen
is unable to satisfy any such liabilities in full and remain financially viable,
Cognizant and D&B will each be responsible for 50% of the difference between the
amount, if any, which may be payable as a result of such litigation and the
maximum amount which ACNielsen is then able to pay as determined by such
investment bank. Under the terms of the D&B Distribution Agreement, dated
October 28, 1996, among Cognizant, D&B and ACNielsen (the 1996 Distribution
Agreement), pursuant to which shares of Cognizant and ACNielsen were distributed
to the stockholders of D&B and as a condition to the Cognizant Distribution,
Nielsen Media Research and IMS Health were required to undertake to be jointly
and severally liable to D&B and ACNielsen for Cognizant's obligations with
respect to the IRI action. However, pursuant to the Distribution Agreement,
dated as of June 30, 1998 between Cognizant and IMS Health, IMS Health and
Nielsen Media Research agreed that, as between themselves, IMS Health will
assume 75%, and Nielsen Media Research will assume 25%, of any payments to be
made in respect of the IRI Action under the Indemnity and Joint Defense
Agreement or otherwise, including any ongoing legal fees and expenses related
thereto incurred in 1999 or there after. IMS Health agreed to be fully
responsible for any legal fees and expenses incurred during 1998.
Under the terms of the 1996 Distribution Agreement, Nielsen Media Research
and IMS Health are also jointly and severally liable to D&B for taxes and
accrued interest arising from certain tax assessments that may be levied by the
Internal Revenue Service ("IRS") related to certain D&B tax planning strategies.
Pursuant to the Distribution Agreement, Nielsen Media Research is liable to pay
25% of any payments made by D&B to the IRS, net of any related tax benefits, in
excess of the first $397,000, which is payable by D&B and/or IMS Health.
The IRS is currently reviewing D&B's utilization of certain capital losses
generated during 1989 and 1990. D&B has stated that it expects that an
assessment will be issued from the IRS during the second quarter of 2000. At
that time, D&B will consider its options, which include satisfying its
obligation to the IRS for its share of the liability. However, if an assessment
is made and should the IRS prevail, in the opinion of management the impact of
this transaction would not have a material effect on the results of operations,
cash flows or financial position of Nielsen Media Research.
In accordance with the Distribution Agreement, Nielsen Media Research's
aggregate liability to IMS Health for payments in respect of the IRI Action and
its share of any future D&B tax and interest payments relating to the tax
uncertainties referred to in the paragraphs above shall not exceed $125,000 and
is not payable until 2001. Management is unable to predict at this time the
final outcome of the IRI Action, the amount of or any future D&B tax and
interest payments and whether the resolution of such matters could materially
affect Nielsen Media Research's results of operations, cash flows or financial
position.
F-21
NIELSEN MEDIA RESEARCH, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (Continued)
Dollar amounts in thousands, except per share data
NOTE 14. SUPPLEMENTAL FINANCIAL DATA
AMOUNTS IN THOUSANDS, EXCEPT PER SHARE DATA
ACCOUNTS RECEIVABLE-- NET 1999 1998
- ------------------------------------------------------------------ -------- --------
Trade ............................................................ $ 56,228 $ 56,119
Less: Allowance for Doubtful Accounts ............................ (3,103) (2,994)
Other ............................................................ 1,058 1,267
-------- --------
$ 54,183 $ 54,392
OTHER CURRENT ASSETS 1999 1998
- ------------------------------------------------------------------ --------- ---------
Deferred Income Taxes ............................................ $ -- $ 1,650
Tax Refund Receivable ............................................ 5,553 --
Prepaid Expenses ................................................. 6,937 4,442
-------- --------
$ 12,490 $ 6,092
======== ========
PROPERTY PLANT AND EQUIPMENT -- NET
CARRIED AT COST LESS ACCUMULATED DEPRECIATION AND AMORTIZATION
1999 1998
--------- ---------
Buildings ........................................................ $ 14,756 $ 13,448
Machinery & Equipment ............................................ 54,711 149,472
Less Accumulated Depreciation .................................... (2,673) (99,270)
Leasehold Improvements, less: Accumulated
Amortization of $200 and $2,597 ................................ 10,391 3,586
Land ............................................................. 1,050 1,050
-------- --------
$ 78,235 $ 68,286
======== ========
COMPUTER
SOFTWARE INTANGIBLES
--------- -----------
Balance January 1, 1998 .......................................... $ 43,093 $ 10,649
Additions at Cost ................................................ 22,085 12,979
Amortization ..................................................... (10,973) (4,066)
Other Deductions and Reclassifications ........................... (3,630) 2,672
-------- --------
Balance December 31, 1998 ........................................ 50,575 22,234
Additions at Cost ................................................ 14,985 4,723
Amortization ..................................................... (9,733) (3,693)
Other Deductions and Reclassifications ........................... (3,835) (9,305)
-------- --------
Balance October 26, 1999 ......................................... 51,992 13,959
Additions at Cost ................................................ 3,264 379
Amortization ..................................................... (2,234) (762)
Other Deductions and Reclassifications ........................... 231 2,577
-------- --------
Balance December 31, 1999 ........................................ $ 53,253 $ 16,153
======== ========
Accumulated Amortization of Computer Software and Intangibles was $2,873
and $751 at December 31, 1999 and $43,173 and $19,501 at December 31, 1998
respectively.
F-22
NIELSEN MEDIA RESEARCH, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (Continued)
Dollar amounts in thousands, except per share data
OTHER ASSETS 1999 1998 1999 1998
- ------------------------------------------------------------------ -------- ----------
Unbilled Receivables ............................................. $ 15,795 $ 12,954
Pension Assets ................................................... 28,008 7,079
Investments ...................................................... 5,884 2,754
-------- --------
$ 49,687 $ 22,787
======== ========
ACCOUNTS PAYABLE 1999 1998
- ------------------------------------------------------------------ -------- --------
Trade ............................................................ $ 16,925 $ 10,829
Payroll Taxes .................................................... 1,923 2,136
-------- --------
$ 18,848 $ 12,965
======== ========
ACCRUED AND OTHER CURRENT LIABILITIES: 1999 1998
- ------------------------------------------------------------------ --------- ---------
Salary, Wages, Bonuses and Other Compensation .................... $ 19,870 $ 22,715
Liabilities to former option holders ............................. 118,239 --
Sales and Use Taxes .............................................. 3,675 3,511
Interest Rate Hedge Obligation ................................... -- 8,590
Other ............................................................ 26,813 19,937
-------- --------
$168,597 $ 54,753
======== ========
OTHER LIABILITIES 1999 1998
- ------------------------------------------------------------------ --------- --------
Liabilities to former option holders ............................. $106,500 $ --
Other ............................................................ 1,960 --
-------- --------
$108,460 $ --
======== ========
F-23
NIELSEN MEDIA RESEARCH, INC. AND SUBSIDIARIES
SCHEDULE II -- VALUATION AND QUALIFYING ACCOUNTS
For the years ended December 31, 1999, 1998 and 1997
(In Thousands)
COL. A COL. B COL. C COL. D COL. E
- --------------------------------------------------------------------------------------------------------------
Additions
Balance Charged to Balance
Beginning Costs and End
Description of Period Expenses Deductions of Period
----------- --------- ---------- ---------- ---------
Allowance for Doubtful Accounts:
For the Year Ended December 31, 1999 ............... $2,994 $286 $177 $3,103
For the Year Ended December 31, 1998 ............... $3,294 $317 $617 $2,994
For the Year Ended December 31, 1997 ............... $3,773 $329 $808 $3,294
F-24