e8-ka
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K/A

Amendment No. 1 to Current Report

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 2, 2001

Arbitron Inc.
(Exact name of registrant as specified in its charter)

         
Delaware 1-01969 52-0278528



(State or other
jurisdiction of
incorporation)
(Commission File Number) (IRS Employer
Identification No.)
     
142 West 57th Street, New York, New York   10019-3300

 
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code: (212) 887-1300

(Former name or former address, if changed since last report)

 


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Item 2. Acquisition or Disposition of Assets.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
SIGNATURES
Pro Forma Condensed Combining Balance Sheet as of June 30, 2001
Pro Forma Condensed Combining Income Statement for the Year Ended December 31, 2000
Pro Forma Condensed Combining Income Statement for the Six Months Ended June 30, 2001
Notes to Unaudited Pro Forma Condensed Combining Financial Statements
Ex-23.1 Consent of Ernst & Young LLP


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         This Form 8-K/A amends the current report on Form 8-K dated July 2, 2001 (filed July 17, 2001) to include items 7(a), Financial Statements of Business Acquired, and 7(b), Pro Forma Financial Information.

Item 2. Acquisition or Disposition of Assets.

         On July 2, 2001, Arbitron Inc. (“Arbitron”) acquired all of the assets and assumed certain of the liabilities of the Radio’s All Dimension Audience Research (“RADAR”®) radio network audience measurement service business of Statistical Research, Inc. (“SRI”). RADAR is a national radio ratings service that measures audiences to radio commercials aired on 29 radio networks operated by ABC, American Urban Radio Networks, Premiere Radio Network and Westwood One Radio Network. The service produces estimates using a 12-month, 12,000-person telephone survey together with the industry-standard commercial clearance system.

         The transaction was consummated pursuant to the terms of an Asset Purchase Agreement dated as of July 2, 2001 among Arbitron, SRI and Mr. Gale Metzger and Dr. Gerald Glasser, the principal shareholders of SRI. The aggregate consideration to be paid by Arbitron to SRI for the purchase of the assets is payable in cash up to $25 million, subject to purchase price adjustments and performance of the purchased assets, and is payable over two years. Arbitron paid $10 million in cash to SRI upon the consummation of the transaction. In connection with the acquisition, Arbitron also entered into several operational agreements with SRI, including a software development agreement pursuant to which SRI will adapt RADAR to Arbitron’s diary based ratings measurement method.

Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.

(a)  Financial Statements of Business Acquired.

         SRI has not maintained the distinct and separate accounts necessary to present full financial statements for RADAR. Arbitron received permission from the United States Securities and Exchange Commission to include the following statements in lieu of full audited financial statements:

  Audited Statement of Assets and Liabilities Attributable to RADAR as of December 31, 2000.
 
  Audited Statements of Revenues and Direct Expenses Attributable to RADAR for the Year Ended December 31, 2000.
 
  Unaudited Statements of Assets and Liabilities Attributable to RADAR as of July 2, 2001.
 
  Unaudited Statements of Revenues and Direct Expenses Attributable to RADAR for the Periods Ended July 2, 2000 and July 2, 2001.

(b)  Pro Forma Financial Information.

         The following unaudited pro forma condensed combining financial information has been provided:

  Pro Forma Condensed Combining Balance Sheet as of June 30, 2001.
 
  Pro Forma Condensed Combining Income Statement for the Year Ended December 31, 2000.
 
  Pro Forma Condensed Combining Income Statement for the Six Month Period Ended June 30, 2001.

(c)  Exhibits.

23.1   Consent of Ernst & Young LLP

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SIGNATURES

         Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Report to be signed on its behalf by the undersigned thereunto duly authorized.

   
ARBITRON INC
         
Date: September 17, 2001   By:   /s/  Dolores L. Cody
       
        Dolores L. Cody
        Executive Vice President, Legal and
        Business Affairs, Chief Legal Officer
        and Secretary

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Unaudited Pro Forma Condensed Combining Financial Information

         The following unaudited pro forma condensed combining income statements, including the notes thereto, give effect to the acquisition of RADAR by Arbitron as if the acquisition had occurred as of the beginning of each period presented (the year ended December 31, 2000 and the six month period ended June 30, 2001) by combining the income statements of Arbitron Inc. with the statements of revenues and direct expenses attributable to RADAR and the application of pro forma adjustments. The pro forma condensed combining balance sheet, including the notes thereto, gives effect to the acquisition of RADAR as if the acquisition had occurred on June 30, 2001.

         In connection with the acquisition of RADAR from Statistical Research, Inc. (SRI), Arbitron and SRI entered into several operational agreements whereby Arbitron will pay SRI for certain services including survey research services, consulting services, administrative services, office space and software development (the “Service Contracts”). These agreements generally expire within twelve months of the acquisition date, at which time Arbitron expects to perform such services internally. The costs of these services are not reflected in the statements of revenues and direct expenses attributable to RADAR and, accordingly, pro forma adjustments have been made in the pro forma condensed combining income statements to give effect to the costs for the services.

         The pro forma financial information herein does not reflect any adjustments for cost savings that may be realized as a result of combining RADAR’s operations with Arbitron’s operations. The pro forma adjustments are based on estimates and other data currently available. Certain of the amounts included in the pro forma adjustments are based upon projections of costs that Arbitron would have incurred if Arbitron had operated the RADAR business during the periods presented. Such projected amounts are deemed to be forward looking information. This pro forma information may not be indicative of what actual results would have been, nor does such data purport to represent the combined financial results and financial position of Arbitron and RADAR for future periods. All financial information contained herein should be read in conjunction with Arbitron’s historical financial statements.

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ARBITRON INC.
Pro Forma Condensed Combining Balance Sheet
As of June 30, 2001
(In thousands)
(Unaudited)

                                             
        HISTORICAL   PRO FORMA
       
 
        Arbitron   RADAR   Adjustments   Notes   Combined
       
 
 
 
 
ASSETS
                                       
Current assets:
Cash
  $ 25,273     $     $ (10,000 )     (1 )   $ 15,273  
 
Trade receivables, net
    19,738       457                     20,195  
 
Deferred tax assets
    24,142                           24,142  
 
Prepaid and other current assets
    3,200                           3,200  
 
   
     
     
             
 
   
Total current assets
    72,353       457       (10,000 )             62,810  
Investments in affiliates
    10,131                           10,131  
Net capital equipment and software
    6,924       55       15       (2 )     6,994  
Goodwill, net
    11,321             18,666       (3 )     29,987  
Other intangibles, net
    1,331             2,210       (2 )     3,541  
Deferred tax assets
    15,616                           15,616  
Other noncurrent assets
    4,960                           4,960  
 
   
     
     
             
 
   
Total assets
  $ 122,636     $ 512     $ 10,891             $ 134,039  
 
   
     
     
             
 
LIABILITIES AND STOCKHOLDERS’ (DEFICIT) EQUITY
                                       
Current liabilities:
                                       
 
Accounts payable
  $ 4,248     $     $ 200       (4 )   $ 4,448  
 
Due to owners of acquired businesses
                10,408       (5 )     10,408  
 
Accrued expenses and other current liabilities
    11,300                           11,300  
 
Deferred revenue
    42,838       294       501       (6 )     43,633  
 
   
     
     
             
 
   
Total current liabilities
    58,386       294       11,109               69,789  
Long-term debt
    240,000                           240,000  
Other noncurrent liabilities
    2,351                           2,351  
 
   
     
     
             
 
   
Total liabilities
    300,737       294       11,109               312,140  
Total stockholders’ (deficit) equity
    (178,101 )     218       (218 )     (7 )     (178,101 )
 
   
     
     
             
 
Total liabilities and stockholders’ (deficit) equity
  $ 122,636     $ 512     $ 10,891             $ 134,039  
 
   
     
     
             
 

See accompanying notes.

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ARBITRON INC.
Pro Forma Condensed Combining Income Statement
Year Ended December 31, 2000
(In thousands, except per share data)
(Unaudited)

                                             
        HISTORICAL   PRO FORMA
       
 
        Arbitron   RADAR   Adjustments   Notes   Combined
       
 
 
 
 
Net revenues
  $ 206,791     $ 8,986     $             $ 215,777  
Costs and expenses:
                                       
 
Cost of revenues
    75,694       2,542       968       (8 )     79,204  
 
Selling, general and administrative
    45,641       323       611       (9 )     46,575  
 
Research and development
    14,038       194       1,521       (10 )     15,753  
 
   
     
     
             
 
   
Total costs and expenses
    135,373       3,059       3,100               141,532  
 
   
     
     
             
 
Operating income
    71,418       5,927       (3,100 )             74,245  
 
Equity in net income of affiliate
    3,397                           3,397  
 
   
     
     
             
 
Income before interest and income tax expense
    74,815       5,927       (3,100 )             77,642  
 
Interest expense
                (1,509 )     (11 )     (1,509 )
 
   
     
     
             
 
Income before income tax expense
    74,815       5,927       (4,609 )             76,133  
 
Income tax expense
    29,552             521       (12 )     30,073  
 
   
     
     
             
 
Net income
  $ 45,263     $ 5,927     $ (5,130 )           $ 46,060  
 
   
     
     
             
 
Pro forma net income per weighted average common share
                               
 
Basic
  $ 1.56                             $ 1.59  
 
Diluted
  $ 1.54                             $ 1.57  
Pro forma weighted average shares used in calculations (13)
                                   
 
Basic
  29,046                             29,046  
 
Diluted
    29,347                               29,347  
 

See accompanying notes.

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ARBITRON INC.
Pro Forma Condensed Combining Income Statement
Six Month Period Ended June 30, 2001
(In thousands, except per share data)
(Unaudited)

                                             
        HISTORICAL   PRO FORMA
       
 
        Arbitron   RADAR   Adjustments   Notes   Combined
       
 
 
 
 
Net revenues
  $ 110,454     $ 4,869     $             $ 115,323  
Costs and expenses:
                                       
 
Cost of revenues
    38,684       1,297       614       (8 )     40,595  
 
Selling, general and administrative
    23,165       103       362       (9 )     23,630  
 
Research and development
    10,334       168       706       (10 )     11,208  
 
   
     
     
             
 
   
Total costs and expenses
    72,183       1,568       1,682               75,433  
 
   
     
     
             
 
Operating income
    38,271       3,301       (1,682 )             39,890  
 
Equity in net income of affiliate
    1,819                           1,819  
 
   
     
     
             
 
Income before interest and income tax expense
    40,090       3,301       (1,682 )             41,709  
 
Interest income
    373                           373  
 
Interest expense
    (5,738 )           (754 )     (11 )     (6,492 )
 
   
     
     
             
 
Income before income tax expense
    34,725       3,301       (2,436 )             35,590  
 
Income tax expense
    13,716             342       (12 )     14,058  
 
   
     
     
             
 
Net income
  $ 21,009     $ 3,301     $ (2,778 )           $ 21,532  
 
   
     
     
             
 
Net income per weighted average common share
 
Basic
  $ 0.72                             $ 0.74  
 
Diluted
  $ 0.72                             $ 0.73  
Weighted average shares used in calculations (13)
 
Basic
    29,155                               29,155  
 
Diluted
    29,324                               29,324  

See accompanying notes.

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ARBITRON INC.
Notes to Unaudited Pro Forma Condensed Combining Financial Statements
(Dollars in thousands)

A.   On July 2, 2001, Arbitron acquired the net assets of RADAR from SRI for up to $25,000, of which $10,000 was paid in cash on the acquisition date, $11,000 is payable in one year and $4,000 is payable as contingent consideration. The contingent consideration will increase goodwill when and if such amount becomes payable to the seller. The acquisition is being accounted for as a purchase in accordance with SFAS No. 141, Business Combinations.

         The aggregate purchase price of the net assets acquired from RADAR consists of:

         
Cash
  $ 10,000  
Deferred acquisition payment
    10,243  
Transaction costs and other adjustments (estimated)
    365  
 
   
 
Total purchase price
  $ 20,608  
 
   
 

         The purchase price was allocated to the following assets and liabilities:

         
Accounts receivable
  $ 457  
Property and equipment
    70  
Goodwill
    18,666  
Other intangibles
    2,210  
Deferred revenue
    (795 )
 
   
 
Net assets acquired
  $ 20,608  
 
   
 

B.   The numbered adjustments below are included in the pro forma condensed combined financial statements and give effect to events that are directly attributable to the RADAR acquisition, are factually supportable and are expected to have a continuing impact:

  (1)   Reflects the $10,000 cash payment for the acquisition of RADAR.
 
  (2)   Reflects the adjustments to record the fair value assigned to furniture and equipment acquired of $70, the fair value assigned to internally developed software of $2,110, to be amortized over a five year period, and the fair value assigned to a non compete agreement executed in connection with the RADAR acquisition of $100.
 
  (3)   Reflects the excess of the purchase price over the fair value of the net assets acquired from RADAR. In accordance with SFAS No. 142, Goodwill and other Intangible Assets, RADAR goodwill will not be amortized. Therefore, pro forma adjustments for amortization expense were not made in the income statements for the year ended December 31, 2000 and the six month period ended June 30, 2001. Amortization of goodwill resulting from other purchase combinations, transacted by Arbitron prior to July 1, 2001, is reflected in the pro forma combined condensed income statements.
 
  (4)   Reflects estimated payables for legal and accounting costs incurred in connection with the RADAR acquisition.

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  (5)   Reflects the estimated present value of the deferred acquisition payment of $11,000 due on July 2, 2002.
 
  (6)   RADAR uses the percentage of completion method of accounting for recognizing revenue. Arbitron recognizes revenue as survey data is delivered to customers. Arbitron will use such method for accounting for RADAR revenue following the acquisition. RADAR revenue for the year ended December 31, 2000 and the six months ended June 30, 2001 is not materially different than that which would have been reported using the data delivery method. However, as of June 30, 2001, Arbitron has estimated the fair value of deferred revenue as remaining costs to be incurred prior to delivery plus a normal profit margin. Such amount is approximately $800 less than the amount that otherwise would be deferred. Such difference will impact Arbitron’s results for the six months following the acquisition.
 
  (7)   Reflects the elimination of equity in the net assets of RADAR.
 
  (8)   Reflects costs of $668 and $464, for the periods ended December 31, 2000 and June 30, 2001, respectively, associated with the Service Contracts which are incremental to the costs included in RADAR’s direct expenses. Also reflected are estimated overhead costs of $300 and $150, for the periods ended December 31, 2000 and June 30, 2001, respectively, not included in RADAR’s direct expenses.
 
  (9)   Reflects costs associated with the Service Contracts of $169 and $141 for the periods ended December 31, 2000 and June 30, 2001, which are incremental to costs included in RADAR’s direct expenses, and additional amortization of software and other intangible assets acquired from RADAR of $442 and $221 for the periods ended December 31, 2000 and June 30, 2001, respectively.
 
  (10)   Reflects costs associated with the Service Contracts which are incremental to costs included in RADAR’s direct expenses.
 
  (11)   Reflects interest expense calculated on debt incurred for the acquisition of RADAR. Although adequate cash was available at the time of the acquisition, as reflected in the pro forma condensed combining balance sheet as of June 30, 2001, Arbitron would have incurred debt had the acquisition occurred as of January 1, 2000 or January 1, 2001, the beginning of the periods presented in the pro forma condensed combining income statements.
 
  (12)   Reflects the income tax effect of RADAR’s income before income tax expense and the pro forma adjustments at Arbitron’s effective tax rate of 39.5%.
 
  (13)   The weighted average shares outstanding are based entirely, or in part, on Ceridian Corporation’s common shares and potentially dilutive shares outstanding prior to the reverse spin-off from Arbitron, after giving effect to the five-for-one reverse stock split.

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STATEMENT OF ASSETS AND LIABILITIES ATTRIBUTABLE TO RADAR AND
STATEMENT OF REVENUES AND DIRECT EXPENSES ATTRIBUTABLE TO RADAR
(See Note 1)

RADAR Operations of Statistical Research, Inc.

Year ended December 31, 2000
with Report of Independent Auditors

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RADAR Operations of Statistical Research, Inc.
(See Note 1)

Statement of Assets and Liabilities Attributable to RADAR
and Statement of Revenues and Direct Expenses Attributable to RADAR

Year ended December 31, 2000

Contents

         
Report of Independent Auditors
    12  
Statement of Assets and Liabilities Attributable to RADAR
    13  
Statement of Revenues and Direct Expenses Attributable to RADAR
    14  
Notes to Financial Statements
    15  

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Report of Independent Auditors

To the Board of Directors and Stockholders of
  Statistical Research, Inc. and Arbitron Inc.

We have audited the accompanying statement of assets and liabilities attributable to the Radio’s All Dimensional Audience Research (“RADAR”) operations of Statistical Research, Inc. (as described in Note 1) as of December 31, 2000 and the related statement of revenues and direct expenses attributable to RADAR operations for the year then ended. These financial statements are the responsibility of management of Statistical Research, Inc. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit 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 basis for our opinion.

The accompanying statements were prepared for the purpose of complying with the rules and regulations of the Securities and Exchange Commission for inclusion in the Current Report on Form 8-K of Arbitron Inc. as described in Note 2 and are not intended to be a complete presentation of the financial position or results of operations of the RADAR operations of Statistical Research, Inc.

In our opinion, the statements referred to above present fairly, in all material respects, the assets and liabilities attributable to RADAR operations at December 31, 2000 and its revenues and direct expenses attributable to RADAR operations for the year then ended in conformity with accounting principles generally accepted in the United States.

ERNST & YOUNG LLP

New York, New York
August 10, 2001

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RADAR Operations of Statistical Research, Inc.

Statement of Assets and Liabilities Attributable to RADAR

                 
    December 31,   July 2,
    2000   2001
   
 
            (Unaudited)
Assets attributable to RADAR
               
Accounts receivable
  $ 2,306,375     $ 456,991  
Estimated revenue in excess of billings on projects in progress
    1,940        
Equipment, net
    71,323       54,887  
 
   
     
 
Total assets attributable to RADAR
    2,379,638       511,878  
Liabilities attributable to RADAR
               
Unearned service revenue
    1,729,149       293,784  
 
   
     
 
Total liabilities attributable to RADAR
    1,729,149       293,784  
 
   
     
 
Net assets attributable to RADAR
  $ 650,489     $ 218,094  
 
   
     
 

See accompanying notes.

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RADAR Operations of Statistical Research, Inc.

Statement of Revenues and Direct Expenses Attributable to RADAR

                           
      December 31,   July 2,   July 2,
      2000   2000   2001
     
 
 
              (Unaudited)
RADAR service revenues
  $ 8,986,312     $ 4,738,730     $ 4,868,790  
Direct RADAR expenses:
                       
 
Cost of service revenues
    2,542,221       1,432,055       1,297,221  
 
Research and development
    193,992       101,962       167,742  
 
Sales and marketing
    323,570       83,214       102,367  
 
   
     
     
 
Total direct RADAR expenses
    3,059,783       1,617,231       1,567,330  
 
   
     
     
 
RADAR service revenues in excess of direct RADAR expenses
  $ 5,926,529     $ 3,121,499     $ 3,301,460  
 
   
     
     
 

See accompanying notes.

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RADAR Operations of Statistical Research, Inc.

Notes to Financial Statements

(Information for the periods January 1, 2001 through July 2, 2001
and January 1, 2000 through July 2, 2000 is unaudited)

1. Description of Business

Radio’s All Dimensional Audience Research (“RADAR”) is a service provided by Statistical Research, Inc. (“SRI”). The RADAR service provides estimates of national radio audience delivery. The radio service is a component of SRI. SRI designs and conducts professional survey research and information analysis to aid in the solution of business problems. A significant share of its work has been media measurement for the radio and television networks, entirely in the United States.

2. Basis of Presentation

The accompanying financial statements include directly identifiable assets and liabilities, revenues and expenses of RADAR and have been prepared for the purpose of complying with the rules and regulations of the Securities and Exchange Commission for inclusion in the Current Report on Form 8-K of Arbitron Inc. The unaudited assets and liabilities attributable to RADAR as of July 2, 2001 will be acquired by and assumed by Arbitron Inc. in accordance with the Asset Purchase Agreement between SRI and Arbitron Inc., dated July 2, 2001. The Statement of Revenues and Direct Expenses Attributable to RADAR includes only those revenues and expenses directly related to RADAR. The financial statements exclude expenses that are not directly attributable to the RADAR service, such as corporate general and administrative expenses and income taxes.

The RADAR Operations were not a separate legal entity and, as such, were an integral part of SRI’s operations. As a result, separate financial statements were not maintained for RADAR. The accompanying financial statements have been prepared from the books and records of SRI and do not purport to reflect the assets and liabilities and results of operations that would have resulted if RADAR had operated as a separate entity. The statements have been prepared in accordance with SRI’s accounting policies and accounting principles generally accepted in the United States. However, these statements do not purport to represent the costs and expenses which may be incurred by an unaffiliated company to achieve similar results. In addition, the financial statements do not purport to represent the financial position of the business.

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RADAR Operations of Statistical Research, Inc.

Notes to Financial Statements (continued)

(Information for the periods January 1, 2001 through July 2, 2001
and January 1, 2000 through July 2, 2000 is unaudited)

2. Basis of Presentation (continued)

Unaudited Financial Information

The interim financial information for the periods from January 1, 2001 to July 2, 2001 and from January 1, 2000 to July 2, 2001 is unaudited and has been prepared on the same basis as the audited financial statements. In the opinion of management, such unaudited information includes all adjustments (consisting only of normal recurring adjustments) necessary for a fair presentation of the interim information. Results for the period from January 1, 2001 to July 2, 2001 are not necessarily indicative of results to be expected for the year ending December 31, 2001.

3. Description of Sale

On July 2, 2001, the Company announced and finalized the sale of certain assets related to RADAR operations. The sale price for RADAR was approximately $25 million of which $10 million was paid at closing, $11 million is due on the first anniversary of closing and $4 million is subject to certain performances by SRI.

4. Summary of Significant Accounting Policies

Accounts Receivable: Accounts receivable represent the portion of the outstanding receivables from networks and agencies.

Equipment: Equipment, consisting of computer and office equipment, is stated at cost net of accumulated depreciation. Depreciation of equipment is computed using the straight-line and accelerated methods over the estimated useful lives (generally five to seven years).

Use of Estimates: The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and direct expenses. Actual results could differ from those estimates.

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RADAR Operations of Statistical Research, Inc.

Notes to Financial Statements (continued)

(Information for the periods January 1, 2001 through July 2, 2001
and January 1, 2000 through July 2, 2000 is unaudited)

5. Statement of Revenues and Direct Expenses

Revenues: Revenues are recognized based upon the percentage-of-completion method. SRI measures progress toward completion in terms of labor, operating and consulting costs. Billings in excess of earned revenue on projects in progress represent the unearned portion of prepaid service from contracts with networks and agencies. Such amounts are amortized to revenue upon progress toward completion of projects.

Direct Expenses: Total direct expenses represent the cost of producing RADAR. These costs include labor, consulting and other expenses directly associated with the RADAR product such as printing and shipping. An allocation of fringe benefits at 16.6% of direct salaries was included in direct expenses.

Cost of Service Revenues: Cost of service revenues primarily consist of salaries and benefits for data collection and processing personnel, survey sampling expenses, service delivery costs, data communication and telecommunication expenses and depreciation expense.

Research and Development: Research and development costs consist primarily of salaries and benefits of programmers.

Sales and Marketing: Sales and marketing expense consists primarily of salaries and benefits of those personnel involved in selling and marketing RADAR services.

6. Equipment

A summary of equipment, consisting primarily of computers and related accessories, and related accumulated depreciation is as follows:

                 
    December 31,   July 2,
    2000   2001
   
 
            (Unaudited)
Equipment
  $ 318,770     $ 318,770  
Less accumulated depreciation
    247,447       263,883  
 
   
     
 
 
  $ 71,323     $ 54,887  
 
   
     
 

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Table of Contents

EXHIBIT INDEX

Exhibit No.   Description
 
23.1   Consent of Ernst & Young LLP