ACNielsen Files Registration Statement With SEC; Form 10 Filing Reports Company's Historical Results.STAMFORD Stamford, town, England Stamford, town (1991 pop. 18,127), in the Parts of Kesteven, Lincolnshire, E central England, on the Welland River. It is a market town. Products include diesel engines, electrical equipment, bricks, and tiles. , Conn.--(BUSINESS WIRE)--Oct. 7, 1996--ACNielsen Corporation today filed a registration statement with the Securities and Exchange Commission that reports its historical operating results, forecasted capital structure and the terms of its proposed spin-off The situation that arises when a parent corporation organizes a subsidiary corporation, to which it transfers a portion of its assets in exchange for all of the subsidiary's capital stock, which is subsequently transferred to the parent corporation's shareholders. from The Dun & Bradstreet Brad·street , Anne Dudley 1612-1672. English-born colonial poet who wrote several collections of verse, including The Tenth Muse Lately Sprung Up in America (1650). Corporation. Dun & Bradstreet first announced plans to split into three publicly traded corporations -- ACNielsen ACNielsen is a global marketing research firm, based in Schaumburg, Illinois. This company was founded in 1923 in Chicago, Illinois, by Arthur C. Nielsen, Sr., in order to give marketers reliable and objective information on the impact of marketing and sales programs. , Cognizant cog·ni·zant adj. Fully informed; conscious. See Synonyms at aware. [From cognizance.] Adj. 1. Corp., and the "new" Dun & Bradstreet -- in January January: see month. . The reorganization will enable each company to tailor A tailor is a person whose occupation is to sew menswear style jackets and the skirts or trousers that go with them. Although the term dates to the thirteenth century, tailor its operating strategies and capital investments to meet the demands of its specific markets. Dun & Bradstreet will distribute to its shareholders one share of ACNielsen common stock for every three shares of D&B common stock held on the record date. The dividend declaration and record dates will be set shortly. The spin-off remains targeted for an early November November: see month. 1996 date. After the spin-off is completed, ACNielsen will trade on the New York Stock Exchange New York Stock Exchange (NYSE) World's largest marketplace for securities. The exchange began as an informal meeting of 24 men in 1792 on what is now Wall Street in New York City. under the ticker symbol Ticker Symbol An arrangement of characters (usually letters) representing a particular security listed on an exchange or otherwise traded publicly. When a company issues securities to the public marketplace, it selects an available ticker symbol for its securities which investors , "ART." "As an independent company, we will focus all of our energies on improving shareholder value," said Nicholas Nicholas, Russian grand duke Nicholas (Nikolai Nikolayevich) (nyĭkəlī` nyĭkəlī`əvĭch), 1856–1929, Russian grand duke and army officer; first cousin of Czar Alexander III and grandson of Czar L. Trivisonno, chairman and chief executive officer of ACNielsen. "Our new management team is leading an aggressive turnaround Turnaround A situation where a company that has had poor performance for an extended period of time experiences a positive reversal. Notes: A speculator may profit from a turnaround if he or she accurately anticipates the improvement of a poorly performing company. that is already returning ACNielsen to profitability, and putting us on a solid track to continued profitable growth. We're we're Contraction of we are. we're we are creating a dynamic company that is built to last." In its filing with the SEC today, ACNielsen disclosed its historical financial statements, which present results of operations as though the company were a separate entity from D&B. These results differ from D&B's earlier pro-forma numbers, which were intended to give the financial community a sense of the ongoing operations of the three spin-off companies as separate entities. ACNielsen had revenues of $644.2 million for the first six months of 1996, an increase of 5.4% from the $611.2 million recorded during the same period in 1995. The company's operating loss operating loss The excess of operating expenses over revenue. As with operating income, operating losses exclude revenues and expenses from operations that are not considered a regular part of the business. Also called deficit. Compare operating income. for the 1996 period was $7.7 million, a 30.0% improvement over an $11.0 million operating loss in 1995. ACNielsen posted a net loss of $17.5 million, or $0.31 per share, during the first half of 1996, compared with a $36.8 million loss, or $0.65 per share, in the first half of 1995. In calculating its historical results, ACNielsen provided for a significantly higher income tax rate than the Federal Statutory rate, since the company has yet to recognize the tax benefits of its losses in the U.S. and in certain foreign countries. The company is in the process of implementing global tax-planning strategies that are expected to reduce its effective tax rate for 1996 to approximately 48%. For the full year of 1995, ACNielsen's revenues were $1.3 billion. Excluding the impact of unusual items recorded in the third and fourth quarters, the company essentially broke even at the operating income Operating Income The profit realized from a business' own operations. Notes: This would not include income from things such as investments in other firms. Also referred to as operating profit or recurring profit. line, and had a net loss of $65.4 million, or $1.16 per share, primarily due to the higher effective tax rate. The 1995 unusual items, which were not reflected in the pro- pro- word element [L., Gr.], before; in front of; favoring. pro- pref. 1. Earlier; before; prior to: progenitor. 2. forma forma, adj/n minor elements between the members of a botanical species. information, included a $31.9 million provision ($24.2 million, after tax, or $0.43 per share) for severance The act of dividing, or the state of being divided. The term severance has unique meanings in different branches of the law. Courts use the term in both civil and criminal litigation in two ways: first, when dividing a lawsuit into two or more parts, and second, when payments in the third quarter, and write-offs in the fourth quarter of $152.2 million ($141.3 million, after tax, or $2.50 per share), which include asset impairment Impairment 1. A reduction in a company's stated capital. 2. The total capital that is less than the par value of the company's capital stock. Notes: 1. This is usually reduced because of poorly estimated losses or gains. 2. losses in connection with the adoption of SFAS SFAS Statement of Financial Accounting Standards SFAS Special Forces Assessment and Selection SFAS Student Financial Aid Services SFAS Sport Fishing Association of Singapore SFAS Safety Features Actuation System SFAS Statewide Fixed Assets System No. 121, and an accrual accrual, n continually recurring short-term liabilities. Examples are accrued wages, taxes, and interest. for contractual obligations having no future economic benefit. Including these unusual items, the company's operating loss for 1995 was $184.0 million, and its net loss was $230.9 million, or $4.09 per share. The results for the six-month periods of 1996 and 1995, and for the full year of 1995, also differ from the pro-forma numbers because they reflect the transfer of ACNielsen's Canadian television Canadian television may refer to:
In the law of trusts, the allocation of cash dividends earned by a stock that makes up the principal of a trust for a beneficiary usually means that the dividends will be treated as of certain corporate expenses related to ACNielsen's business. In addition, the results reflect higher taxes and interest expense than were included in the pro-forma results. The registration statement also provided details on ACNielsen's forecasted capital structure. The company expects to have approximately $120 million of cash, $40 million of short- and long-term debt Long-Term Debt Loans and financial obligations lasting over one year. Notes: For example debts obligations such as bonds and notes which have maturities greater than one year would be considered long-term debt. , and $408 million of shareholders' equity Shareholders' Equity A firms' total assets minus its total liabilities. Equivalently, it is share capital plus retained earnings minus treasury shares. Shareholders' equity is the amount by which a company is financed through common and preferred shares. at November 1, 1996. Initial cash resources, plus a debt capacity in excess of $150 million, are adequate to achieve the company's current objectives, Trivisonno said. Attached to this release are schedules reporting the results of operations on a combined and geographic basis, together with the forecasted capital structure as of November 1, 1996. Reference is made to the Form 10 for additional information. In addition, reconciliations have been provided from management's pro-forma information to the historical operating results. ACNielsen, offering services in over 90 countries and with 1995 revenues of $1.3 billion, is a global leader in delivering market research, information and analysis to the consumer products and service industries. -0- ACNielsen Corporation Combined Statement of Operations See Income statement. (Amounts in Thousands except EPS (Encapsulated PostScript) A PostScript file format used to transfer a graphic image between applications and platforms. EPS files contain PostScript code as well as an optional preview image in TIFF, WMF, PICT or EPSI, the latter being an ASCII-only format. ) Six Months Ended Year Ended June June: see month. 30, December 30, 1996 1995 1995 Operating Revenue operating revenue Revenue from any regular source. Revenue from sales is adjusted for discounts and returns when calculating operating revenue. Compare other revenue. $ 644,240 $ 611,169 $ 1,281,345 Operating Costs operating costs npl → gastos mpl operacionales 651,961 622,199 1,465,353 Operating Loss (7,721) (11,030) (184,008) Non-Operating Income\(Expense) - net 185 (3,083) (7,040) Loss Before Provision for Income Taxes (7,536) (14,113) (191,048) Provision for Income Taxes (9,948) (22,681) (39,836) Net Loss $ (17,484) $ (36,793) $ (230,884) Pro Forma As a matter of form or for the sake of form. Used to describe accounting, financial, and other statements or conclusions based upon assumed or anticipated facts. The phrase pro forma Net Loss Per Share of Common Stock $ (0.31) $ (0.65) $ (4.09) Pro Forma Average Number of Shares Outstanding 56,603 56,567 56,507 (1) The combined financial statements Combined financial statement A financial statement that merges the assets, liabilities, net worth, and operating figures of two or more affiliated companies. A combined statement is distinguished from a consolidated financial statement of a company and subsidiaries, which must have been prepared using D&B's historical basis of accounting for the assets and liabilities and historical results of operations related to the Company's businesses, except for accounting for income taxes. The provision for income taxes reflects an effective tax rate significantly higher than the Federal Statutory rate as ACNielsen has not recognized benefits on its U.S. and certain foreign country losses. In addition, income tax provisions on ACNielsen's profitable non-US operations do not reflect the impact of D&B's global tax planning Tax planning Devising strategies throughout the year in order to minimize tax liability, for example, by choosing a tax filing status that is most beneficial to the taxpayer. actions designed to reduce D&B's effective tax rate. ACNielsen is in the process of initiating global tax-planning strategies that are expected to reduce its effective tax for 1996 to approximately 48%. The Company has been included in the Federal and certain state and non-US income tax returns of D&B. (2) The combined financial statements generally reflect the results of operations 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 expenses including (cash management, legal, tax, employee benefits, insurance services, data services, and other D&B Corporate overhead) relating to relating to relate prep → concernant relating to relate prep → bezüglich +gen, mit Bezug auf +acc the Company's businesses that will be transferred to the Company from D&B. Management believes these allocations are reasonable. However, the financial information included herein may not necessarily reflect the combined results of operations of the Company in the future or what they would have been had the Company been a separate entity during the periods presented. (3) In the third quarter of 1995, the Company recorded a provision for postemployment benefits of $31.9 million ($24.2 million after tax or $0.43 per share) under the Company's severance plan. In the fourth quarter of 1995, the Company recorded within operating costs a charge of $152.2 million ($141.3 million after tax or $2.50 per share). This charge primarily reflected an impairment loss in connection with the adoption of SFAS No. 121 "Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed dis·pose v. dis·posed, dis·pos·ing, dis·pos·es v.tr. 1. To place or set in a particular order; arrange. 2. " ($74.4 million), a provision for postemployment benefits ($14.3 million) under the Company's severance plan, an accrual for contractual obligations that have no future economic benefits ($55.8 million) and other asset revaluations ($7.7 million). (4) Operating costs includes depreciation and amortization expense of $47.3, $57.7, and $119.2 million for the periods ended June 30, 1996 and 1995 and December 31, 1995, respectively. (5) Pro Forma Average Number of Shares Outstanding reflects 3 for 1 reverse stock split. -0- ACNielsen Corporation Reconciliation of Pro Forma to Operating Results (Amounts in Thousands) Six Month Period Ended June 30, 1996 Reconciling Operating Pro Forma Items Results Revenues $ 648.5 (1) $ (4.3) $ 644.2 Operating Loss 4.8 (2) (2.9) (7.7) Non-Operating Income\(Expense) 1.8 (3) (1.6) 0.2 Pre-Tax Loss (3.0) (4.5) (7.5) Provision for Income Taxes 1.0 (4) (10.9) (9.9) Net Income Loss $ (2.0) $ (15.4) $ (17.5) (1) Represents the transfer of the Canadian Television Audience Measurement ($4.3 million) business. (2) Represents the transfer of the Canadian Television Audience Measurement ($1.9 million) business and additional allocation of D&B Corporate overhead expenses ($1.0 million). (3) Non-operating expense primarily reflects interest expense for external borrowings ($2.6 million) offset by interest income which were not included in the Pro Forma Financial Statements Pro forma financial statements A firm's financial statements as adjusted to reflect a projected or planned transaction. "What-if" analysis. . (4) The provision for income taxes reflects an effective tax rate significantly higher than the Federal Statutory rate as ACNielsen has not recognized benefits on its U.S. and certain foreign country losses. In addition, income tax provisions on ACNielsen's profitable non-US operations do not reflect the impact of D&B's global tax planning actions designed to reduce D&B's effective tax rate. ACNielsen is in the process of initiating global tax-planning strategies that are expected to reduce its effective tax rate for 1996 to approximately 48%. -0- ACNielsen Corporation Reconciliation of Pro Forma to Operating Results (Amounts in Thousands) Six Month Period Ended June 30, 1995 Reconciling Operating Pro Forma Items Results Revenues $ 619.8 (1) $ (8.7) $ 611.2 Operating Income (Loss) (13.6) (2) 2.5 (11.0) Non-Operating Income\(Expense) 1.5 (3) (4.6) (3.1) Pre-Tax Loss (12.1) (2.1) (14.1) Provision for Income Taxes 3.6 (4) (26.3) (22.7) Net Income (Loss) $ (8.4) $(28.4) $ (36.8) (1) Represents the transfers of businesses including the Canadian Canadian (kənā`dēən), river, 906 mi (1,458 km) long, rising in NE New Mexico. and flowing E across N Texas and central Oklahoma into the Arkansas River in E Oklahoma. Television Audience Measurement ($4.1 million) and Global Information Services See Information Systems. ($4.6 million). (2) Represents the transfer of the Canadian Television Audience Measurement ($1.2 million) business offset by lower allocation of D&B Corporate overhead expenses. (3) Non-operating expense primarily reflects interest expense for external borrowings ($7.2 million) offset by interest income which were not included in the Pro Forma Financial Statements. (4) The provision for income taxes reflects an effective tax rate significantly higher than the Federal Statutory rate as ACNielsen has not recognized benefits on its U.S. and certain foreign country losses. In addition, income tax provisions on ACNielsen's profitable non-US operations do not reflect the impact of D&B's global tax planning actions designed to reduce D&B's effective tax rate. -0- ACNielsen Corporation Reconciliation of Pro Forma to Operating Results (Amounts in Thousands) Year Ended December 31, 1995 Reconciling Operating Pro Forma Items Results Revenues $ 1,294.3 (1) $ (13.0) $1,281.3 Operating Income (Loss) 5.7 (2) (189.7) (184.0) Non-Operating Income\(Expense) 3.7 (3) (10.7) (7.0) Pre-Tax Income (Loss) 9.4 (200.5) (191.0) Provision for Income Taxes (2.8) (4) (37.0) (39.8) Net Income (Loss) $ 6.6 $(237.5) $ (230.9) (1) Represents the transfers of businesses including the Canadian Television Audience Measurement ($8.4 million) and Global Information Services ($4.6 million). (2) Represents: a) the transfer of the Canadian Televison Audience Measurement ($2.7 million), b) additional D&B Corporate overhead allocation ($3.0 million), c) a third quarter charge for postemployment benefits of $31.9 million ($24.2 million after tax or $0.43 per share), and d) a fourth quarter non-recurring charge of $152.2 million ($141.3 million after tax or $2.50 per share) for an impairment loss in connection with the adoption of SFAS No. 121 "Accounting for the Impairment of Long-Lived assets and for Long-Lived Assets to be Disposed" ($74.4 million), a provision for postemployment benefits ($14.3 million) under the Company's severance plan, an accrual for contractual obligations that have no future economic benefits ($55.8 million), and other asset revaluations ($7.7 million). (3) Non-operating expense primarily reflects interest expense for external borrowings ($14.7 million) offset by interest income not included in the Pro Forma Financial Statements. (4) The provision for income taxes reflects an effective tax rate significantly higher than the Federal Statutory rate as ACNielsen has not recognized benefits on its U.S. and certain foreign country losses. In addition, income tax provisions on ACNielsen's profitable non-US operations do not reflect the impact of D&B's global tax planning actions designed to reduce D&B's effective tax rate. -0- ACNielsen Corporation Operations by Geographic Area (Amounts in Thousands except EPS) Three Months Ended Six Months Ended 3/31/96 6/30/96 6/30/96 OPERATING REVENUE United States United States, officially United States of America, republic (2005 est. pop. 295,734,000), 3,539,227 sq mi (9,166,598 sq km), North America. The United States is the world's third largest country in population and the fourth largest country in area. $ 66,773 $ 69,645 $136,418 Canada\Latin America Latin America, the Spanish-speaking, Portuguese-speaking, and French-speaking countries (except Canada) of North America, South America, Central America, and the West Indies. 40,861 44,812 85,673 Total Americas 107,634 114,457 222,091 Europe 134,959 151,434 286,393 Asia Pacific 56,600 62,548 119,148 ACN ACN Accenture (stock symbol) ACN Accenture ACN Australian Company Number ACN Automatic Collision Notification (US DOT) ACN Acetonitrile ACN Anglican Communion Network Japan 8,099 8,510 16,609 Total $307,292 $336,948 $644,240 OPERATING INCOME (LOSS) United States $ (7,384) $ (3,157) $(10,541) Canada\Latin America 1,986 7,427 9,413 Total Americas (5,398) 4,270 (1,128) Europe (8,152) 9,299 1,147 Asia Pacific (268) 1,448 1,180 ACN Japan (4,932) (3,989) (8,921) Total $ (18,750) $ 11,029 $ (7,721) Net Income (Loss) $ (19,190) $ 1,706 $ (17,484) Pro Forma Net Earnings (Loss) Per Share of Common Stock $ (0.34) $ 0.03 $ (0.31) Pro Forma Average Number of Shares Outstanding 56,556 56,686 56,603 -0- ACNielsen Corporation Operations by Geographic Area (Amounts in Thousands except EPS) Three Months Ended Full Year 3/31/95 6/30/95 9/30/95(1) 12/31/95(2) 1995 OPERATING REVENUE United States $65,693 $ 66,639 $ 66,562 $ 75,658 $274,552 Canada\Latin America 38,586 40,257 42,445 47,721 169,009 Total Americas 104,279 106,896 109,007 123,379 443,561 Europe 125,900 157,129 143,390 156,850 583,269 Asia Pacific 46,466 52,244 58,551 59,614 216,875 ACN Japan 8,696 9,559 10,287 9,098 37,640 Total $285,341 325,828 321,235 348,941 1,281,345 OPERATING INCOME (LOSS) United States $(19,468)$(11,506)$(22,628)$(119,370) $ (172,972) Canada\Latin America 3,231 5,037 5,570 5,130 18,968 Total Americas (16,237) (6,469) (17,058) (114,240) (154,004) Europe 649 19,102 (4,582) (20,768) (5,599) Asia Pacific 1,514 2,614 2,907 4,660 11,695 ACN Japan (5,829) (6,373) (5,692) (18,206) (36,100) Total $(19,903)$ 8,874 $(24,425)$(148,554) $(184,008) Net Loss $(26,654)$(10,139)$(33,143)$(160,948) $(230,884) Pro Forma Net Loss Per Share of Common Stock (0.47) (0.18) (0.59) (2.85) (4.09) (1) Includes a provision for postemployment 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/Latin America ($2.0 million), and Europe ($13.4 million). (2) Includes non-recurring charge of $152.2 million ($141.3 million after tax or $2.50 per share) including $107.0 million in the United States, $1.9 million in Canada\Latin America, $28.4 million in Europe, $0.9 million in Asia Pacific, and $14.0 million in Japan. -0- ACNielsen Corporation Capitalization capitalization n. 1) the act of counting anticipated earnings and expenses as capital assets (property, equipment, fixtures) for accounting purposes. 2) the amount of anticipated net earnings which hypothetically can be used for conversion into capital assets. ($ Millions) Forecasted at Forecasted at June 30, 1996 November 1, 1996 November 1, 1996 Actual Before Distribution After Distribution(1) Cash and Cash Equivalents $ 92.0 $ 107.0 $ 119.7 Notes Payable $ 38.6 $ 35.5 $ 35.5 Long-term Debt 7.3 4.5 4.5 Divisional Equity: Unrealized Losses Unrealized Loss A loss that results from holding onto an asset rather than cashing it in and officially taking the loss. Notes: Let's say you own a stock that is down 50%, but you haven't sold it to realize the loss yet. This is said to be an unrealized loss. on Securities (1.7) (1.7) (1.7) Foreign Currency Translation (30.4) (30.4) (30.4) Other Divisional Equity 430.5 427.9 - Preferred Stock Stock shares that have preferential rights to dividends or to amounts distributable on liquidation, or to both, ahead of common shareholders. Preferred stock is given preference over common stock. Holders of preferred stock receive dividends at a fixed annual rate. , par value $0.01 per share, authorized au·thor·ize tr.v. au·thor·ized, au·thor·iz·ing, au·thor·iz·es 1. To grant authority or power to. 2. To give permission for; sanction: - 5,000,000 shares; outstanding - none - - - Series common stock, par value $0.01 per share authorized - 5,000,000 shares; outstanding - none - - - Common Stock, par value $0.01 per share, authorized - 150,000,000 shares; issued and outstanding - 56,963,610 (2) - - 0.6 Capital in Excess of Par - - 440.0 Total Equity 398.4 395.8 408.5 Total Capitalization Total capitalization The total long-term debt and all types of equity of a company that constitutes its capital structure. total capitalization See capitalization. $ 444.3 $ 435.8 $ 448.5 (1) Assumes transfer by D&B to ACNielsen of $12.7 million in cash in accordance Accordance is Bible Study Software for Macintosh developed by OakTree Software, Inc.[] As well as a standalone program, it is the base software packaged by Zondervan in their Bible Study suites for Macintosh. with the Distribution Agreement. The financial forecast of the capitalization of ACNielsen at November 1, 1996 is based on ACNielsen's forecasts and assumptions concerning events and circumstances CIRCUMSTANCES, evidence. The particulars which accompany a fact. 2. The facts proved are either possible or impossible, ordinary and probable, or extraordinary and improbable, recent or ancient; they may have happened near us, or afar off; they are public or which are expected to occur subsequent to June 30, 1996 but prior to and including November 1, 1996 (the anticipated Distribution Date), including future results of operations and other events. The assumptions and estimates underlying the forecasted data and information are inherently uncertain and, although considered reasonable by management of ACNielsen, are subject to significant business, economic and competitive uncertainties, many of which are beyond the control of ACNielsen. Accordingly, there can be no assurance that the forecasted financial results will be realized. (2) Common Stock issued and outstanding of 56,963,610 reflects 3 for 1 reverse stock split. CONTACT: Will Thoretz (203) 961-3337 or Robert J. Chrenc (203) 961-3315 |
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