SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-Q
(Mark one)
(X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended September 30, 1996
------------------
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 001-12277
ACNIELSEN CORPORATION
- - -------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 06-1454128
- - ----------------------------------------- -----------------------------------
(State of Incorporation) (I.R.S. Employer Identification No.)
177 Broad Street, Stamford, CT 06901
- - ----------------------------------------- -----------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (203) 961-3000
--------------
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Sections 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 No X
--- ---
Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practicable date:
Shares Outstanding
Title of Class at November 1, 1996
-------------- -------------------
Common Stock,
par value $.01 per share 57,019,180
ACNIELSEN CORPORATION
INDEX TO FORM 10-Q
PART I. FINANCIAL INFORMATION PAGE
- - ----------------------------- ----
Item 1. Financial Statements
Condensed Combined Statements of Income (Unaudited)
Three Months Ended September 30, 1996 and 1995 3
Nine Months Ended September 30, 1996 and 1995 4
Condensed Combined Statements of Cash Flows (Unaudited)
Nine Months Ended September 30, 1996 and 1995 5
Condensed Combined Statements of Financial Position (Unaudited)
September 30, 1996 and December 31, 1995 6
Notes to Condensed Combined Financial Statements (Unaudited) 7
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 9
PART II. OTHER INFORMATION
- - ---------------------------
Item 6. Exhibits and Reports on Form 8-K 12
SIGNATURES 13
- - ----------
PART I. FINANCIAL INFORMATION
- - -----------------------------
Item I. FINANCIAL STATEMENTS
ACNIELSEN CORPORATION
CONDENSED COMBINED STATEMENTS OF OPERATIONS (Unaudited)
(In millions except per share amounts)
Three Months Ended
September 30
----------------------------------------------
1996 1995
------------------ ------------------
Operating Revenue $346.7 $321.2
Operating Costs 208.6 222.9
Selling and Administrative Expenses 122.9 122.7
------------------ ----------------
Operating Income (Loss) 15.2 (24.4)
Interest Income 2.3 2.2
Interest (Expense) (1.4) (5.5)
Other (Expense) - Net (0.1) (3.9)
------------------ ----------------
Non-Operating Income (Expense) - Net 0.8 (7.2)
Income (Loss) Before Income Tax Benefit (Provision) 16.0 (31.6)
Income Tax Benefit (Provision) 5.9 (1.5)
------------------ ----------------
Net Income (Loss) $21.9 $(33.1)
================== ================
Pro Forma Earnings (Loss) Per Share of Common Stock $0.39 $(0.59)
================== ================
Pro Forma Average Number of Shares Outstanding 56.7 56.5
<FN>
See accompanying notes to the condensed combined financial statements
(unaudited).
</FN>
-3-
ACNIELSEN CORPORATION
CONDENSED COMBINED STATEMENTS OF OPERATIONS (Unaudited)
(In millions except per share amounts)
Nine Months Ended
September 30
--------------------------------------------
1996 1995
------------------ ----------------
Operating Revenue $991.0 $932.4
Operating Costs 607.5 606.5
Selling and Administrative Expenses 376.0 361.3
------------------ ----------------
Operating Income (Loss) 7.5 (35.4)
Interest Income 5.6 7.0
Interest (Expense) (4.0) (12.7)
Other (Expense) - Net (0.6) (4.6)
------------------ ----------------
Non-Operating Income (Expense) - Net 1.0 (10.3)
Income (Loss) Before Income Tax Provision 8.5 (45.7)
Income Tax Provision (4.1) (24.2)
------------------ ----------------
Net Income (Loss) $4.4 $(69.9)
================== ================
Pro Forma Earnings (Loss) Per Share of Common Stock $0.08 $(1.24)
================== ================
Pro Forma Average Number of Shares Outstanding 56.6 56.5
<FN>
See accompanying notes to the condensed combined financial statements
(unaudited).
</FN>
-4-
ACNielsen Corporation
Condensed Combined Statements of Cash Flows (Unaudited)
(Dollar amounts in millions)
Nine Months Ended
September 30
--------------------------------------------
1996 1995
- - ------------------------------------------------------------------------------------------------------------------------------------
Cash Flows from Operating Activities:
Net Income (Loss) $4.4 $(69.9)
Reconciliation of Net Income (Loss) to Net Cash
Provided by Operating Activities:
Depreciation and Amortization 70.4 89.3
Restructuring Payments (0.3) (6.3)
Postemployment Benefits Expense 2.3 35.0
Postemployment Benefit Payments (16.9) (32.5)
Payments Related to 1995 Non-recurring Charge (22.4) 0.0
Net Increase in Accounts Receivable (11.8) (35.0)
Non-U.S. Income Taxes Paid - Net of refunds (36.6) (17.0)
Deferred Income Taxes 5.6 0.5
Net Changes in Other Working Capital Items 5.8 15.2
Other 1.5 1.6
- - ------------------------------------------------------------------------------------------------------------------------------------
Net Cash Provided/(Used) by Operating Activities 2.0 (19.1)
- - ------------------------------------------------------------------------------------------------------------------------------------
Cash Flows from Investing Activities:
Payments for Marketable Securities (2.9) (2.0)
Payments for Acquisition of Businesses 0.0 (11.5)
Capital Expenditures (45.0) (66.0)
Additions to Computer Software (16.8) (12.0)
Decrease in Other Investments and Notes Receivable 0.4 1.1
Other (17.2) (6.1)
- - ------------------------------------------------------------------------------------------------------------------------------------
Net Cash Used by Investing Activities (81.5) (96.5)
- - ------------------------------------------------------------------------------------------------------------------------------------
Cash Flows from Financing Activities:
Net Amount Received from The Dun & Bradstreet Corporation 217.5 135.5
Other 8.4 6.0
- - ------------------------------------------------------------------------------------------------------------------------------------
Net Cash Provided by Financing Activities 225.9 141.5
- - ------------------------------------------------------------------------------------------------------------------------------------
Effect of Exchange Rate Changes on Cash and Cash Equivalents (0.6) 2.1
- - ------------------------------------------------------------------------------------------------------------------------------------
Increase in Cash and Cash Equivalents 145.8 28.0
Cash and Cash Equivalents, Beginning of Year 89.6 85.0
- - ------------------------------------------------------------------------------------------------------------------------------------
Cash and Cash Equivalents, End of Period $235.4 $113.0
- - ------------------------------------------------------------------------------------------------------------------------------------
Supplemental disclosure of cash flow information:
Cash paid during the period for interest $3.9 $2.5
<FN>
See accompanying notes to the condensed combined financial statements
(unaudited).
</FN>
-5-
ACNIELSEN CORPORATION
Condensed Combined Statements of Financial Position (Unaudited)
(Amounts in millions)
- - ----------------------------------------------------------------------------------------------------------------------
September 30 December 31
1996 1995
- - ----------------------------------------------------------------------------------------------------------------------
Assets
Current Assets
Cash and Cash Equivalents (Note 3) $235.4 $89.6
Accounts Receivable-Net 284.1 273.0
Other Current Assets 58.7 43.8
----------- -----------
Total Current Assets 578.2 406.4
- - ----------------------------------------------------------------------------------------------------------------------
Marketable Securities and Other Investments 43.8 41.7
Property, Plant and Equipment-Net 188.3 189.5
- - ----------------------------------------------------------------------------------------------------------------------
Other Assets-Net
Deferred Charges 64.1 68.0
Computer Software 32.3 22.7
Other Intangibles 31.1 33.1
Goodwill 201.4 208.5
----------- -----------
Total Other Assets-Net 328.9 332.3
- - ----------------------------------------------------------------------------------------------------------------------
TOTAL ASSETS $1,139.2 $969.9
- - ----------------------------------------------------------------------------------------------------------------------
Liabilities and Divisional Equity
Current Liabilities
Accounts Payable $79.8 $89.1
Short-term Debt 39.1 29.7
Accrued and Other Current Liabilities 255.9 240.0
Accrued Income Taxes 4.6 33.8
----------- -----------
Total Current Liabilities 379.4 392.6
- - ----------------------------------------------------------------------------------------------------------------------
Postretirement and Postemployment Benefits 100.1 110.2
Deferred Income Taxes 27.1 27.6
Other Liabilities 42.1 62.4
- - ----------------------------------------------------------------------------------------------------------------------
TOTAL LIABILITIES 548.7 592.8
- - ----------------------------------------------------------------------------------------------------------------------
Commitments and Contingencies
Divisional Equity (Note 3) 590.5 377.1
- - ----------------------------------------------------------------------------------------------------------------------
TOTAL LIABILITIES AND DIVISIONAL EQUITY $1,139.2 $969.9
- - ----------------------------------------------------------------------------------------------------------------------
<FN>
See accompanying notes to the condensed combined financial statements
(unaudited).
</FN>
-6-
ACNIELSEN CORPORATION
NOTES TO CONDENSED COMBINED FINANCIAL STATEMENTS
(Unaudited)
Note 1 - Interim Combined Financial Statements
These interim combined financial statements have been prepared in accordance
with the instructions to Form 10-Q and should be read in conjunction with the
combined financial statements and related notes of ACNielsen Corporation (the
"Company") in the Form 10 Registration Statement effective October 9, 1996. In
the opinion of management, all adjustments (which include only normal recurring
adjustments), considered necessary for a fair presentation of financial
position, results of operations and cash flows at the dates and for the periods
presented have been included.
Note 2- Basis of Presentation
On January 9, 1996, The Dun & Bradstreet Corporation ("D&B") announced a plan to
reorganize into three publicly-traded independent companies by spinning off
through a tax-free distribution (the "Distribution") two of its businesses to
shareholders. Under the plan, the Company was to become a publicly-traded
company consisting of the D&B businesses and operations that comprised the
Company, and substantially all of the assets and liabilities of such businesses.
For purposes of these financial statements, all references to the Company
include the assets and liabilities related to the businesses that were
transferred by D&B to the Company prior to the Distribution (which occurred on
November 1, 1996 - see Note 6).
The condensed combined financial statements have been prepared using D&B's
historical basis in the assets and liabilities and historical results of
operations related to the Company's businesses, except for accounting for income
taxes. The Company has been included in the Federal and certain state and
non-U.S. income tax returns of D&B. The provision for income taxes in the
Company's combined financial statements has been calculated on a
separate-company basis. Income taxes paid on behalf of the Company by D&B are
included in divisional equity. Effective after the Distribution, the Company
will file separate income tax returns.
The condensed combined 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 combined financial statements
include allocations of certain D&B Corporate assets, liabilities and expenses
relating to the Company's businesses that were transferred to the Company from
D&B. Management believes these allocations are reasonable. However, the
financial information included herein may not necessarily reflect the condensed
combined financial position, results of operations, and cash flows of the
Company in the future or what they would have been had the Company been a
separate entity during the periods presented.
Note 3 - Cash Remitted from/to The Dun & Bradstreet Corporation
Certain steps taken in connection with D&B's international reorganizations
resulted in the Company receiving approximately $170 million from D&B in the
third quarter of 1996. However, in October 1996, the Company remitted
approximately $166 million back to D&B to complete the reorganizations, thereby
reducing Divisional Equity by approximately $166 million.
-7-
Note 4 - Bank Credit Line
In October 1996, the Company obtained a commitment (fully underwritten) for a
$125 million short-term revolving credit line with a bank. The transaction is
scheduled to close in December 1996. The credit line is unsecured, expires in
three years and provides for a variable interest rate payable based on the
London Interbank Offered Rate (LIBOR) plus 50 to 100 basis points, depending on
the Company's fixed charge coverage ratio. The terms of the credit agreement
contain, among other provisions, requirements for maintaining certain quarterly
levels of maximum leverage, minimum earnings before interest, taxes,
depreciation and amortization, and a minimum fixed charge coverage ratio.
Note 5 - Litigation
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, claims and
litigation, if decided adversely, could have a material 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 combined financial position.
Directorate General IV of the Commission of the European Union (the
"Commission") is currently investigating the Company for the possible violation
of European Union competition law. In May 1996, the Commission issued a
Statement of Objections with respect to certain of the Company's practices in
Europe, including discounting and other sales practices. The Company has
submitted its response to the Commission's Statement of Objections. Following
the review of such submission and a hearing at which representatives of European
Union member states will participate, the Commission may uphold the Company's
position and dismiss the complaint or adopt a decision prohibiting any of the
practices identified in the Statement of Objections and imposing substantial
fines.
In addition, 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 (which is a subsidiary of
the Company) and I.M.S. International, Inc. ("IMS") (the "IRI Action").
The complaint alleges various violations of the United States antitrust laws,
including alleged violations of Sections 1 and 2 of the Sherman Act. The
complaint also alleges a claim of tortious interference with a contract and a
claim of tortious interference with a prospective business relationship. These
claims relate to the acquisition by defendants of Survey Research Group Limited
("SRG"). IRI alleges that SRG violated an alleged agreement with IRI when it
agreed to be acquired by the defendants and that the defendants induced SRG to
breach that agreement.
IRI's complaint alleges damages in excess of $350 million, which amount IRI has
asked to be trebled under the antitrust laws. IRI also seeks punitive damages in
an unspecified amount.
In connection with the IRI Action, D&B, Cognizant Corporation (the parent
company of IMS) and the Company have entered into an Indemnity and Joint Defense
Agreement (the "Indemnity and Joint Defense Agreement") pursuant to which they
-8-
Note 5 - Litigation (continued)
have agreed (i) to certain arrangements allocating potential liabilities ("IRI
Liabilities") that may arise out of or in connection with the IRI Action and
(ii) to conduct a joint defense of such action. In particular, the
Indemnity and Joint Defense Agreement provides that the Company will assume
exclusive liability for IRI Liabilities up to a maximum amount to be
calculated at the time such liabilities, if any, become payable (the "ACN
Maximum Amount"), and that Cognizant and D&B will 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 which the
Company is able to pay after giving effect to (i) any plan submitted by such
investment bank which is designed to maximize the claims paying ability of
the Company without impairing the investment banking firm's ability to
deliver a viability opinion (but which will not require any action requiring
stockholder approval), and (ii) payment of related fees and expenses. For
these purposes, financial viability means the ability of the Company, after
giving effect to such plan, the payment of related fees and expenses and the
payment of the ACN Maximum Amount, to pay its debts as they become due and to
finance the current and anticipated operating and capital requirements of its
business, as reconstituted by such plan, for two years from the date any such
plan is expected to be implemented.
Management of ACNielsen is unable to predict at this time the final outcome of
either the Commission's investigation or the IRI Action or whether the
resolution of either matter could materially affect the Company's results of
operations, cash flows or financial position.
Note 6 - Subsequent Event
Effective on November 1, 1996 (the Distribution Date) ACNielsen Corporation
became an independent, publicly owned company as a result of the Distribution by
D&B of the Company's $.01 par value Common Stock to holders of D&B Common Stock,
at a distribution ratio of one for three.
Item 2. Management's Discussion and Analysis of Financial Condition and Results
------------------------------------------------------------------------
of Operations - Net Income in the third quarter was $21.9 million or $0.39
- - --------------------------
per share, compared with a year-ago net loss of $33.1 million or $0.59 per
share. The current quarter included a $13.6 million tax benefit to reduce the
Company's year-to-date effective tax rate to 48%. Excluding the 1996 tax
adjustment and the impact of the third-quarter 1995 provision for
postemployment benefits of $31.9 million, net income was $8.3 million, or
$0.15 per share, compared with a net loss of $8.9 million, or $0.16 per share
in 1995.
Third-quarter revenue rose to $346.7 million, 7.9% higher than last year. The
- - ----------------------
growth in third-quarter revenue was driven by double-digit sales gains in the
Asia Pacific and Americas regions. In Asia Pacific, revenues increased 13.7 % to
$66.6 million, led by increases in a majority of markets, especially Taiwan,
Malaysia and Australia. In the Americas region, revenues increased 10.7%, to
$120.7 million, on across- the- board improvements in the U.S., Canada and Latin
America. In Europe, revenue growth of 4.9% was adversely impacted by unfavorable
foreign currency translation. Excluding the currency effect, revenues rose
approximately 8%.
-9-
Operating income in the third quarter was $15.2 million, compared with an
- - -----------------
operating loss of $24.4 million in the third quarter of 1995, which included a
$31.9 million provision for postemployment benefits. Excluding the 1995
provision, operating income more than doubled from $7.5 million in 1995. The
Company's operating income increased as the U.S. had its first profitable
quarter since 1992, a recovery built on revenue growth, productivity
improvements and other business re-engineering activities initiated in 1995. In
Europe however, operating income was lower, due to continued costs in connection
with turnaround efforts.
Non-operating income-net in the third quarter was $0.8 million, compared with
- - -------------------------
$7.2 million of expense in 1995. Non-operating expense-net decreased, due to a
lower level of borrowings in Latin America.
During the third-quarter of 1996, ACNielsen initiated certain global
tax-planning strategies designed to reduce its 1996 effective tax rate to
approximately 48%. In the third quarter of 1996, a $13.6 million tax benefit was
recorded in order to reflect the 48% effective tax rate for the nine-months
ended September 30, 1996.
Net income for the nine months ended September 30, 1996 was $4.4 million or
- - ----------
$0.08 per share, compared with a year-ago net loss of $69.9 million or $1.24 per
share. Excluding the postemployment benefit provision in 1995, net income
increased $50.1 million from a net loss of $45.7 million, or $0.81 per share.
Revenue for the nine months ended September 30, 1996 was $991.0 million, an
- - -------
increase of 6.3% from the nine-month period of 1995.
Operating income for the nine months ended September 30, 1996 was $7.5 million,
- - -----------------
compared with an operating loss of $35.4 million in 1995, or an operating loss
of $3.5 million in 1995, excluding the postemployment benefit provision.
Non-operating income-net was $1.0 million for the nine months ended September
- - -------------------------
30, 1996, compared with non-operating expense-net of $10.3 million for the
comparable period in 1995, due to a lower level of borrowings in Latin America.
-10-
The Company's operating results by geographic region for the quarter and nine
months ended September 30, 1996 are set forth in the table below.
Third Quarter
- - --------------
(in millions)
Revenues Operating Income (Loss)
------------------ --------------------------------
1996 1995 1996 1995 1995(1)
------- ------- ------- ------- ---------
United States $73.1 $66.6 $0.9 $(22.6) $(6.1)
Canada/Latin America 47.6 42.4 7.7 5.6 7.6
------- ------- ------- ------- -------
Total Americas 120.7 109.0 8.6 (17.0) 1.5
Europe 150.4 143.4 6.8 (4.6) 8.8
Asia Pacific 66.6 58.6 3.3 2.9 2.9
ACN Japan 9.0 10.2 (3.5) (5.7) (5.7)
------- ------- ------- ------- -------
Total $346.7 $321.2 $15.2 $(24.4) $7.5
======= ======= ======= ======= =======
Year-to-date
- - --------------
(in millions)
Revenues Operating Income (Loss)
------------------ --------------------------------
1996 1995 1996 1995 1995(1)
------- ------- ------- ------- ---------
United States $209.5 $198.9 $(9.7) $(53.5) $(37.0)
Canada/Latin America 133.3 121.3 17.2 13.8 15.8
------- ------- ------- ------- -------
Total Americas 342.8 320.2 7.5 (39.7) (21.2)
Europe 436.9 426.4 8.0 15.2 28.6
Asia Pacific 185.7 157.3 4.4 7.0 7.0
ACN Japan 25.6 28.5 (12.4) (17.9) (17.9)
------- ------- ------- ------- -------
Total $991.0 $932.4 $7.5 $(35.4) ($3.5)
======= ======= ======= ======= =======
<FN>
(1) Excludes a 1995 third-quarter provision for post-employment benefits of
$31.9 million ($24.2 million after tax, or $0.43 per share) under the
Company's severance plan in the United States ($16.5 million), Canada
($0.7 million), Latin America ($1.3 million), and Europe ($13.4 million).
</FN>
Condensed Combined Statements of Cash Flows
- - -------------------------------------------
Nine Months Ended September 30, 1996 and 1995
- - ---------------------------------------------
Net cash provided by operating activities for the nine months ended September
30, 1996 totaled $2.0 million compared with net cash used of $19.1 million for
the comparable period in 1995. The increase in cash provided by operating
activities primarily reflected improved operating results ($74.3 million) and
lower postemployment benefit payments ($15.6 million), offset by lower
postemployment benefit expense (a reduction of $32.7 million), higher non-U.S.
income taxes paid- net of refunds (an increase of $19.6 million) and payments
related to the 1995 non-recurring charge($22.4 million).
-11-
Net cash used in investing activities decreased to $81.5 million for the first
nine months of 1996 from $96.5 million for the comparable period in 1995. The
decrease in cash used in investing activities principally reflected lower
capital expenditures of $21.0 million and the absence of payments for
acquisitions($11.5 million), offset by increased spending on computer software
($4.8 million).
Net cash provided by financing activities for the nine months ended September
30, 1996 totaled $225.9 million compared with $141.5 million for the comparable
period in 1995. The increase in cash provided of $84.4 million primarily
reflected higher remittances from D&B of $82.0 million. Cash remittances from
D&B included approximately $170 million to carry out certain steps related to
international reorganizations. In October 1996, the Company remitted
approximately $166 million back to D&B to complete the reorganizations.
Liquidity and Capital Resources
- - -------------------------------
In October 1996, the Company obtained a commitment (fully underwritten) for a
$125 million short-term revolving credit line with a bank. (See Note 4 - Bank
Credit Line).
PART II. OTHER INFORMATION
- - ---------------------------
Item 6. Exhibits and Reports on Form 8-K.
- - -------
(a) Exhibits.
(27) Financial Data Schedule (filed electronically)
(b) Reports on Form 8-K.
There were no reports on Form 8-K filed during the quarter ended
September 30, 1996.
-12-
SIGNATURES
----------
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
ACNIELSEN CORPORATION
Date: November 22, 1996 By:/s/ROBERT J. CHRENC
===========================
Robert J. Chrenc
Executive Vice President - Finance
and Chief Financial Officer
Date: November 22, 1996 By:/s/WILLIAM R. HICKS
===========================
William R. Hicks
Vice President & Controller
-13-