Exhibit 99.3
Wirthlin Worldwide, Inc.
CONSOLIDATED BALANCE SHEET
(Unaudited)
ASSETS
June 30, | ||||||||
2004 | 2003 | |||||||
CURRENT ASSETS: |
||||||||
Cash and cash equivalents |
$ | 7,441,722 | $ | 4,733,914 | ||||
Short-term investments |
520,537 | 454,398 | ||||||
Trade accounts receivable (net of allowance for doubtful
accounts of $114,880) |
8,179,616 | 8,349,600 | ||||||
Costs and estimated earnings in excess of billings and work
in process |
2,648,397 | 2,402,574 | ||||||
Prepaid expenses and other current assets |
751,100 | 861,052 | ||||||
Total current assets |
19,541,372 | 16,801,538 | ||||||
PROPERTY AND EQUIPMENT: |
||||||||
Furniture and equipment |
6,299,100 | 6,475,000 | ||||||
Land and building |
704,125 | 704,125 | ||||||
Leasehold improvements |
610,386 | 586,269 | ||||||
7,613,611 | 7,765,394 | |||||||
Less accumulated depreciation and amortization |
(5,464,519 | ) | (5,448,650 | ) | ||||
Net property and equipment |
2,149,092 | 2,316,744 | ||||||
OTHER ASSETS: |
||||||||
Intangibles, net of amortization |
616,156 | 1,451,913 | ||||||
Goodwill |
3,277,131 | 3,277,131 | ||||||
Other assets |
189,545 | 218,978 | ||||||
Total other assets |
4,082,832 | 4,948,022 | ||||||
Total assets |
$ | 25,773,296 | $ | 24,066,304 | ||||
Wirthlin Worldwide, Inc.
CONSOLIDATED BALANCE SHEET
(Unaudited)
LIABILITIES AND STOCKHOLDERS EQUITY
June 30, | ||||||||
2004 | 2003 | |||||||
CURRENT LIABILITIES: |
||||||||
Accounts payable trade and other |
$ | 1,111,995 | $ | 1,289,630 | ||||
Accrued expenses and other accrued liabilities |
5,090,952 | 3,819,003 | ||||||
Billings in excess of costs and estimated earnings on work
in process |
3,182,409 | 3,376,447 | ||||||
Notes payable |
1,328,552 | 1,114,469 | ||||||
Deferred taxes |
71,078 | 106,644 | ||||||
Total current liabilities |
10,784,986 | 9,706,193 | ||||||
LONG TERM LIABILITIES: |
||||||||
Notes payable, net of current portion |
3,447,542 | 1,983,332 | ||||||
Total liabilities |
14,232,528 | 11,689,525 | ||||||
MINORITY INTEREST |
488,684 | 559,323 | ||||||
STOCKHOLDERS EQUITY |
||||||||
Common stock, $1 par value, 2,000,000 shares authorized,
373,416 shares outstanding |
373,416 | 377,641 | ||||||
Additional paid-in capital |
1,599,183 | 1,718,531 | ||||||
Note receivable stockholders |
(3,047,740 | ) | (55,444 | ) | ||||
Accumulated other comprehensive income (loss) |
(620,080 | ) | (319,170 | ) | ||||
Retained earnings |
12,747,305 | 10,095,898 | ||||||
Total stockholders equity |
11,052,084 | 11,817,456 | ||||||
Total liabilities and stockholders equity |
$ | 25,773,296 | $ | 24,066,304 | ||||
Wirthlin Worldwide,
Inc.
CONSOLIDATED STATEMENT OF INCOME
(Unaudited)
For the Six Months Ended | ||||||||
June 30, | ||||||||
2004 | 2003 | |||||||
REVENUE |
$ | 26,549,699 | $ | 23,516,134 | ||||
DIRECT COSTS |
12,154,155 | 10,913,288 | ||||||
GROSS MARGIN |
14,395,544 | 12,602,846 | ||||||
INDIRECT COSTS |
12,544,639 | 12,451,972 | ||||||
OPERATING INCOME |
1,850,905 | 150,874 | ||||||
MISCELLANEOUS INCOME (EXPENSE) |
||||||||
Interest and investment income |
83,042 | 35,656 | ||||||
Interest expense |
(79,765 | ) | (101,566 | ) | ||||
Foreign exchange gain |
80,996 | 110,099 | ||||||
Other |
38,681 | 149,054 | ||||||
Miscellaneous income, net |
122,954 | 193,243 | ||||||
INCOME BEFORE INCOME TAXES |
1,973,859 | 344,117 | ||||||
PROVISION FOR STATE AND INTERNATIONAL INCOME TAXES |
189,229 | 78,398 | ||||||
MINORITY INTEREST IN EARNINGS OF SUBSIDIARY |
(11,214 | ) | (51,074 | ) | ||||
NET INCOME |
$ | 1,795,844 | $ | 316,793 | ||||
Wirthlin Worldwide, Inc.
CONSOLIDATED STATEMENT OF CASH FLOWS
(Unaudited)
For the Six Months Ended | |||||||||
June 30, | |||||||||
2004 | 2003 | ||||||||
CASH FLOWS FROM OPERATING ACTIVITIES: |
|||||||||
Net income |
$ | 1,795,844 | $ | 316,793 | |||||
Minority interest in net loss of subsidiary |
(11,214 | ) | (51,074 | ) | |||||
Adjustments to reconcile net income to net cash
provided by operating activities -
|
|||||||||
Depreciation |
360,795 | 357,410 | |||||||
Amortization |
218,648 | 621,954 | |||||||
Loss on disposal of fixed asset
|
|||||||||
Changes in assets and liabilities: |
|||||||||
Trade accounts receivable, net |
1,395,380 | (3,489 | ) | ||||||
Cost and estimated earnings in excess of billings on work in process |
(694,032 | ) | (47,672 | ) | |||||
Prepaid expenses and other current assets |
(17,410 | ) | (94,936 | ) | |||||
Other assets |
(219 | ) | 22,770 | ||||||
Accounts payable |
(426,709 | ) | (11,289 | ) | |||||
Accrued liabilities |
(465,486 | ) | (1,050,119 | ) | |||||
Billings in excess of costs and estimated earnings on work in process |
(1,116,735 | ) | 71,217 | ||||||
Net cash provided by operating activities |
1,038,862 | 131,565 | |||||||
CASH FLOWS FROM INVESTING ACTIVITIES: |
|||||||||
Purchase of property and equipment |
(315,966 | ) | (311,455 | ) | |||||
Proceeds and purchases of investments, net |
1 | (19,571 | ) | ||||||
Net cash used in investing activities |
(315,965 | ) | (331,026 | ) | |||||
CASH FLOWS FROM FINANCING ACTIVITIES: |
|||||||||
Payments on notes payable |
(577,392 | ) | (1,021,056 | ) | |||||
Redemption of common stock |
(528,552 | ) | 0 | ||||||
Dividends paid |
(1,555,079 | ) | (2,039,406 | ) | |||||
Notes receivable |
55,444 | 0 | |||||||
Net cash used in financing activities |
(2,605,579 | ) | (3,060,462 | ) | |||||
EFFECT OF EXCHANGE RATES ON CASH |
(120,494 | ) | 78,717 | ||||||
NET INCREASE IN CASH AND CASH EQUIVALENTS |
(2,003,176 | ) | (3,181,206 | ) | |||||
CASH AND CASH EQUIVALENTS, beginning of year |
9,444,898 | 7,915,120 | |||||||
CASH AND CASH EQUIVALENTS, end of year |
$ | 7,441,722 | $ | 4,733,914 | |||||
WIRTHLIN WORLDWIDE, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
FOR THE SIX MONTHS ENDED JUNE 30, 2004 AND 2003
Note A: Organization and Significant Accounting Policies
Description of Business
Wirthlin Worldwide, Inc. (Wirthlin), is a California corporation formed in 1969 primarily to engage in the business of survey research, analysis, and communication strategy consulting.
Wirthlin conducts international operations through its wholly owned U.S. limited liability companies, which have branches or subsidiary local companies in the United Kingdom, Belgium and China.
Basis of Presentation
We have prepared the accompanying unaudited condensed consolidated financial statements in accordance with the requirements of Form 10-Q and, therefore, they do not include all information and footnotes necessary for a fair presentation of financial position, results of operations, and cash flows in conformity with accounting principles generally accepted in the United States of America. In our opinion, the financial statements reflect all adjustments that are necessary for a fair presentation of the results of operations for the period shown. All such adjustments are of a normal recurring nature. In preparing financial statements in conformity with accounting principles generally accepted in the United States of America, we must make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, expenses, and related disclosures at the date of the financial statements and during the reporting period. Actual results could differ from those estimates.
This Report should be read in conjunction with Wirthlins Audited Financial Statements for the year ended December 31, 2003, as included in exhibit 99.2 of this Amendment No. 1 of Form 8-K.
Note B: Subsequent Event
On September 8, 2004, Wirthlin agreed to be acquired by Harris Interactive, Inc. (Harris Interactive), pursuant to an Agreement and Plan of Merger among Harris Interactive, Capitol Merger Sub, LLC (Capitol), a wholly owned subsidiary of Harris Interactive, Wirthlin and the stockholders of Wirthlin.
Effective September 8, 2004, Harris Interactive acquired all of our common stock and we were merged into Capitol, a wholly owned subsidiary of Harris Interactive. Harris Interactive paid an aggregate consideration of $43.2 million, including cash and shares of Harris Interactive common stock as purchase price for the acquisition, cash paid for covenants not to compete and transaction costs related to the acquisition.