Item 2.02 - Results of Operations and Financial Condition
On January 26, 2010, Harris Interactive Inc. (the "Company") issued a press
release announcing the Company's earnings for the fiscal quarter ended
December 31, 2009. 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.
A non-GAAP financial measure, adjusted EBITDA, is referenced in the press
release attached as Exhibit 99.1. A reconciliation of this non-GAAP measure 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.
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;
(iii) the Company uses Non-GAAP Adjusted EBITDA internally to evaluate the
performance of its personnel and also as a benchmark to evaluate its operating
performance and compare its performance to that of its competitors; and (iv)
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 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 26,
2010 announcing the Company's earnings for the fiscal quarter
ended December 31, 2009.
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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.
