SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
January 26, 2011
Date of Report (Date of Earliest Event Reported)
HARRIS INTERACTIVE INC.
(Exact Name of Registrant as Specified in Charter)
| |
|
|
|
|
|
| Delaware
|
|
000-27577
|
|
16-1538028 |
| |
|
|
|
|
(State or other
jurisdiction of
incorporation)
|
|
(Commission File Number)
|
|
(IRS Employer
Identification
Number) |
| |
|
|
|
| 161 Sixth Avenue, New York, New York
|
|
10013 |
| |
|
|
| (Address of Principal Executive Offices)
|
|
(Zip Code) |
Registrant’s Telephone Number Including Area Code: ( 212) 539-9600
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy
the filing obligation of the registrant under any of the following provisions:
|
|
|
| o |
|
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
|
|
|
|
| o |
|
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
|
|
|
|
| o |
|
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
|
|
|
|
| o |
|
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
|
Section 2 — Financial Information
|
|
|
| Item 2.02 — |
|
Results of Operations and Financial Condition |
On January 27, 2011, Harris Interactive Inc. (the “Company”) issued a press release announcing the
Company’s earnings for the fiscal quarter ended December 31, 2010. A copy of the press release is
attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by
reference.
The following non-GAAP financial measures are referenced in the press release attached as Exhibit
99.1: adjusted EBITDA and adjusted EBITDA after the effect of restructuring and other charges. A
reconciliation of these non-GAAP measures to the most directly comparable financial measure
calculated and presented in accordance with GAAP, GAAP Net Income, is provided as part of the press
release.
These non-GAAP financial measures should not be considered in isolation; they are in addition to,
and are not a substitution, for financial performance measures under GAAP. These non-GAAP financial
measures may be different from non-GAAP measures used by other companies. Further, we may utilize
other measures to illustrate performance in the future. Non-GAAP measures have limitations since
they do not reflect all of the amounts associated with the Company’s results of operations as
determined in accordance with GAAP.
The Company defines Non-GAAP Adjusted EBITDA as earnings before interest expense (income), income
taxes, depreciation and amortization, and stock based compensation. Non-GAAP Adjusted EBITDA may
not be comparable to similarly titled measures reported by other companies. The Company is
presenting Non-GAAP Adjusted EBITDA because it provides investors with an additional way to view
its operations, when considered with both its GAAP results and the reconciliation to net income,
which the Company believes provides a more complete understanding of its business than could be
obtained absent this disclosure. Non-GAAP Adjusted EBITDA is presented solely as a supplemental
disclosure because: (i) the Company believes it is a useful tool for investors to assess the
operating performance of the business without the effect of non-cash depreciation, amortization and
stock based compensation expenses; (ii) the Company believes that investors will find this data
useful in assessing its ability to service or incur indebtedness; and (iii) Non-GAAP Adjusted
EBITDA is a component of the financial covenant measures used by the Company’s lenders in
connection with the Company’s credit facilities. The use of Non-GAAP Adjusted EBITDA has
limitations and should not be considered in isolation from or as an alternative to GAAP measures,
such as net income, operating income or other data prepared in accordance with GAAP, or as a
measure of the Company’s profitability or liquidity.
The Company believes that its description of Non-GAAP Adjusted EBITDA after the effect of
restructuring and other charges is useful to investors because it provides a means for investors to
better understand the Company’s ongoing operations during the fiscal quarter.
Section 5 — Corporate Governance and Management
|
|
|
| Item 5.02 — |
|
Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers. |
On
January 26, 2011, the Company and Robert Salvoni mutually agreed that he would leave his position as the Company’s
President, International, effective February 4, 2011. Mr. Salvoni has agreed to provide assistance
in the orderly transition of his responsibilities and work to senior management.
Section 9 — Financial Statements and Exhibits
|
|
|
| Item 9.01. |
|
Financial Statements and Exhibits. |
(d) Exhibits.
| |
|
|
|
| Exhibit 99.1
|
|
Press Release issued by Harris Interactive Inc. on January 27, 2011 announcing the
Company’s earnings for the fiscal quarter ended December 31, 2010. |
Exhibit 99.1 is not “filed” pursuant to the Securities Exchange Act of 1934 and is not incorporated
by reference into any registrations under the Securities Act of 1933. Additionally, the submission
of Item 2.02 of this Report on Form 8-K is not an admission as to the materiality of any
information in this Report that is required to be disclosed solely by Regulation FD.