x

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

For the Quarterly Period Ended March 31, 2003

o

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

For the Period from: ______________ to ______________

Commission file number 0-22554

OPINION RESEARCH CORPORATION

(Exact name of registrant as specified in its charter)

Delaware

22-3118960

(State of incorporation)

(I.R.S. Employer Identification No.)

23 Orchard Road

Skillman, NJ

08558

(Address of principal executive offices)

(Zip Code)

908-281-5100

(Registrant’s telephone number, including area code)

Yes   x

No   o

Yes   o

No   x

Page

Part I.

Financial Information

3

Item 1.

Financial Statements (Unaudited)

3

Consolidated balance sheets – March 31, 2003 and December 31, 2002

3

Consolidated statements of income - Three months ended March 31, 2003 and 2002

4

Consolidated statements of cash flows - Three months ended March 31, 2003 and 2002

5

Notes to consolidated financial statements – March 31, 2003

6

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

11

Item 3.

Quantitative and Qualitative Disclosure About Market Risk

13

Item 4.

Controls and Procedures

13

Part II.

Other Information

14

Item 1.

Legal Proceedings

14

Item 2.

Changes in Securities

14

Item 3.

Defaults upon Senior Securities

14

Item 4.

Submission of Matters to a Vote of Security Holders

14

Item 5.

Other Information

14

Item 6.

Exhibits and Reports on Form 8-K

14

Signature

15

Certification

16

March 31,
2003

December 31,
2002

Assets

Current Assets:

Cash and cash equivalents

$

2,044

$

2,549

Accounts receivable:

Billed

20,017

21,936

Unbilled services

14,179

13,480

34,196

35,416

Less: allowance for doubtful accounts

344

348

33,852

35,068

Prepaid and other current assets

3,192

3,151

Total current assets

39,088

40,768

Property and equipment, net

8,592

8,549

Intangibles, net

1,083

1,230

Goodwill

48,490

48,577

Other assets

3,679

3,312

$

100,932

$

102,436

Liabilities and Stockholders' Equity

Current Liabilities:

Accounts payable

$

5,586

$

5,501

Accrued expenses

10,572

11,490

Deferred revenues

1,857

2,090

Short-term borrowings

6,625

6,000

Other current liabilities

1,388

954

Total current liabilities

26,028

26,035

Long-term debt

38,435

40,866

Other liabilities

1,137

720

Redeemable Equity:

Preferred stock:

Series B - 10 shares designated, issued and outstanding, liquidation value of $10 per share

—  

—  

Series C - 588,229 shares designated, none issued or outstanding

—  

—  

Common stock, 1,176,458 shares issued and outstanding

8,900

8,900

Stockholders' Equity:

Preferred stock, $.01 par value, 1,000,000 shares authorized:

Series A - 10,000 shares designated, none issued or outstanding

—  

—  

Common stock, $.01 par value, 20,000,000 shares authorized, 4,915,216 shares issued and 4,866,394 outstanding in 2003, and 4,879,813 shares issued and 4,830,991 outstanding in 2002

49

49

Additional paid-in capital

19,448

19,302

Retained earnings

7,671

6,938

Treasury stock, at cost, 48,822 shares in 2003 and 2002

(261

)

(261

)

Accumulated other comprehensive loss

(475

)

(113

)

Total stockholders' equity

26,432

25,915

$

100,932

$

102,436

Three Months Ended
March 31,

2003

2002

Revenues

$

43,164

$

42,451

Cost of revenues (exclusive of depreciation)

29,806

29,144

Gross profit

13,358

13,307

Selling, general and administrative expenses

9,974

9,658

Depreciation and amortization

946

1,149

Operating income

2,438

2,500

Interest and other non-operating expenses, net

1,173

1,185

Income before provision for income taxes and cumulative effect of accounting change

1,265

1,315

Provision for income taxes

532

526

Income before cumulative effect of accounting change

733

789

Cumulative effect of accounting change, net of tax benefit of $0

—  

(292

)

Net income

$

733

$

497

Basic earnings per share:

Income before cumulative effect of accounting change

$

0.12

$

0.13

Cumulative effect of accouting change

—  

(0.05

)

Net income

$

0.12

$

0.08

Diluted earnings per share:

Income before cumulative effect of accounting change

$

0.12

$

0.13

Cumulative effect of accouting change

—  

(0.05

)

Net income

$

0.12

$

0.08

Weighted average common shares outstanding:

Basic

6,042,809

5,896,239

Diluted

6,068,124

6,004,265

Three Months Ended
March 31,

2003

2002

Cash flows from operating activities

Net income

$

733

$

497

Adjustments to reconcile net income to net cash provided by operating activities:

Depreciation and amortization

946

1,149

Cumulative effect of accounting change

—  

292

Non-cash interest expense

244

168

Change in:

Accounts receivable

985

(309

)

Other assets

(724

)

(1,057

)

Accounts payable and accrued expenses

(787

)

(58

)

Deferred revenues

(193

)

(84

)

Other liabilities

680

(671

)

Net cash provided by (used in) operating activities

1,884

(73

)

Cash flows from investing activities:

Payments for acquisitions

—  

(46

)

Capital expenditures

(643

)

(548

)

Net cash used in investing activities

(643

)

(594

)

Cash flows from financing activities: