================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------
FORM 10-Q
--------------
Quarterly report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the quarterly period ended DECEMBER 31, 1996.
Commission file number 0-20311
-------
DATA BROADCASTING CORPORATION
------------------------------------------------------
(Exact name of registrant as specified in its charter)
DELAWARE 13-3668779
- ------------------------------- ----------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
7050 UNION PARK CENTER, SUITE 600, MIDVALE, UTAH 84047
------------------------------------------------------
(Address of principal administrative offices)
Registrant's telephone number, including area code: (801) 562-2252
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes X No
---
Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by Section 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court.
Yes X No
---
The number of shares of common stock, par value $.01 per share, of the
registrant outstanding as of February 6, 1997 was 33,179,013.
================================================================================
<PAGE>
PART I--FINANCIAL INFORMATION
Item 1. Financial Statements
--------------------
<TABLE>
DATA BROADCASTING CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
(In thousands, except per share data)
<CAPTION>
Three Months Ended Six Months Ended
December 31, December 31,
--------------------- ---------------------
1996 1995 1996 1995
------ ------ ------ ------
<S> <C> <C> <C> <C>
REVENUES $31,353 $27,593 $61,546 $55,833
COSTS AND EXPENSES
Cost of services 13,423 10,052 25,685 21,764
Selling, general and administrative 10,210 9,173 20,390 17,899
Depreciation and amortization 4,981 4,059 9,675 8,126
Merger and consolidation costs -- 835 -- 1,710
------ ------ ------ ------
Total costs and expenses 28,614 24,119 55,750 49,499
------ ------ ------ ------
INCOME FROM OPERATIONS 2,739 3,474 5,796 6,334
Adjustment of gains on sales of assets 952 -- 952 --
Losses from Hong Kong joint venture (606) (176) (828) (281)
Interest income (expense), net 78 (171) 140 (368)
------ ------ ------ ------
INCOME BEFORE INCOME TAXES 3,163 3,127 6,060 5,685
Provision for income taxes 1,563 1,461 2,871 2,710
------ ------ ------ ------
NET INCOME $1,600 $1,666 $3,189 $2,975
====== ====== ====== ======
NET INCOME PER SHARE:
Primary $ 0.05 $ 0.05 $ 0.09 $ 0.09
====== ====== ====== ======
Fully diluted $ 0.05 $ 0.05 $ 0.09 $ 0.09
====== ====== ====== ======
WEIGHTED AVERAGE COMMON
SHARES OUTSTANDING:
Primary 34,022 32,087 33,642 31,887
Fully diluted 34,087 33,321 33,775 32,594
</TABLE>
See accompanying notes to consolidated financial statements
2
<PAGE>
<TABLE>
DATA BROADCASTING CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
(In thousands)
<CAPTION>
December 31, June 30,
1996 1996
------------ --------
<S> <C> <C>
ASSETS
Current Assets:
Cash and cash equivalents $ 17,549 $ 19,667
Restricted cash held for CheckRite merchants 2,048 1,698
Accounts receivable, net 12,153 9,645
Components and supplies 1,135 1,362
Other current assets 2,223 2,949
-------- --------
Total Current Assets 35,108 35,321
Property and equipment, less accumulated depreciation of $35,619 and $30,449 23,621 22,838
Software development costs, net of accumulated amortization of $3,287 and $2,445 5,076 4,783
Goodwill, net of accumulated amortization of $8,473 and $6,050 82,880 71,539
Deferred tax assets, net 13,181 13,095
Other assets 6,207 6,391
-------- --------
TOTAL ASSETS $166,073 $153,967
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts payable $ 7,223 $ 7,061
Payable to CheckRite merchants 2,048 1,698
Accrued liabilities 7,908 11,374
Current maturities of long-term debt 3,835 3,851
Other current liabilities 857 668
-------- --------
21,871 24,652
Deferred revenue 7,648 6,802
-------- --------
Total Current Liabilities 29,519 31,454
Long-term debt 2,016 2,558
Other non-current liabilities 3,374 3,858
-------- --------
TOTAL LIABILITIES 34,909 37,870
Commitments and contingencies
Stockholders' Equity:
Common stock (33,316 shares and 31,338 shares) 333 313
Additional paid-in capital 96,248 82,693
Retained earnings 36,280 33,091
Treasury stock
(1,697) --
-------- --------
TOTAL STOCKHOLDERS' EQUITY 131,164 116,097
-------- --------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $166,073 $153,967
======== ========
See accompanying notes to consolidated financial statements
3
</TABLE>
<PAGE>
<TABLE>
DATA BROADCASTING CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(In thousands)
<CAPTION>
Six Months Ended
--------------------------
1996 1995
------- -------
<S> <C> <C>
CASH FLOWS PROVIDED BY (USED IN) OPERATING ACTIVITIES:
Net income $ 3,189 $ 2,975
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization 9,675 8,126
Other non-cash items, net 3,877 2,790
Changes in operating assets and liabilities, net (6,811) (8,183)
------- -------
NET CASH PROVIDED BY OPERATING ACTIVITIES 9,930 5,708
------- -------
CASH FLOWS PROVIDED BY (USED IN) INVESTING ACTIVITIES:
Purchase of property and equipment (6,155) (5,174)
Cash paid for acquisitions (3,388) (16,889)
Capitalized software development costs (1,136) (635)
Investment in joint ventures (1,068) (926)
Proceeds from the sale of Shark - 1,141
Other, net - 22
------- --------
NET CASH USED IN INVESTING ACTIVITIES (11,747) (22,461)
------- --------
CASH FLOWS PROVIDED BY (USED IN) FINANCING ACTIVITIES:
Exercise of common stock options and warrants 1,959 4,862
Purchase of treasury stock (1,697) --
Payments of long-term debt (559) (4,390)
Other, net (4) --
------- -------
NET CASH (USED IN) PROVIDED BY FINANCING ACTIVITIES (301) 472
------- -------
NET DECREASE IN CASH AND CASH EQUIVALENTS (2,118) (16,281)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 19,667 32,267
------- -------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $17,549 $15,986
======= =======
</TABLE>
See accompanying notes to consolidated financial statements
4
<PAGE>
DATA BROADCASTING CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1. INTERIM CONSOLIDATED FINANCIAL STATEMENTS
The accompanying unaudited consolidated financial statements have been prepared
by Data Broadcasting Corporation and Subsidiaries (the "Company" or "DBC") in
accordance with generally accepted accounting principles for interim financial
reporting and the instructions to Form 10-Q and Rule 10-01 of Regulation S-X.
Accordingly, certain information and footnote disclosures normally included in
financial statements prepared under generally accepted accounting principles
have been condensed or omitted pursuant to such regulations. In the opinion of
management, all adjustments considered necessary for a fair presentation of the
Company's financial position, results of operations and cash flows have been
included. All such adjustments are of a normal recurring nature. This report on
Form 10-Q for the three and six months ended December 31, 1996 should be read in
conjunction with the Company's annual report on Form 10-K for its fiscal year
ended June 30, 1996.
2. ACQUISITIONS
Effective July 1, 1996, the Company acquired by merger all of the common stock
of Las Vegas Sports Consultants ("LVSC") in exchange for 330,206 shares of the
Company's common stock, valued at $3,100,000. LVSC is the leading "opening line"
odds maker in Las Vegas.
Effective July 1, 1996, the Company acquired all of the outstanding common stock
of Instant Odds Network, Inc. ("ION") for $2,600,000 in cash. ION has the rights
to transmit electronically real-time betting odds from six major casinos in Las
Vegas and has been doing so through DBC's sports products for the past two
years. The agreement contains a contingent earnout provision, payable in DBC
common stock, based upon the results of operations of ION for the three-year
period ending June 30, 1999.
Effective September 16, 1996, the Company acquired all of the outstanding common
stock of Dajoy Enterprises, Inc., dba Check Network ("CN"), in exchange for
128,700 shares of the Company's common stock, valued at $1,000,000. CN, located
in Colorado, provides check recovery services.
Effective October 31, 1996, the Company acquired substantially all of the assets
of Federal News Service Group, Inc. ("FNS"), subject to certain liabilities, for
804,841 shares of DBC common stock, valued at $6,650,000. The agreement also
provides for a contingent earnout, payable in DBC common stock, based upon FNS'
results of operations for the year ending October 31, 1997. FNS provides
verbatim transcripts of major federal government hearings to approximately 350
news organizations, political associations and corporations around the world.
The above transactions have been accounted for as purchases and goodwill is
being amortized over 5 to 25 years using the straight-line method.
3. JOINT VENTURES
In the second quarter of fiscal 1997, the Company recorded a pre-tax charge of
$606,000 to write-off its remaining investment obligation in a joint venture in
Hong Kong. The Company and its joint venture partner concluded that its core
product should be discontinued, given the lack of acceptance in the market.
4. ADJUSTMENT OF GAINS ON SALES OF ASSETS
In the second quarter of fiscal 1997, the Company adjusted its gain on the
fiscal 1995 sale of substantially all of the assets of Shark Information
Services Corp. and the fiscal 1996 gain from the Consumer News and Business
Channel proceeds by recording a pre-tax benefit of $952,000. These benefits are
the result of reductions in certain reserves recorded at the time of the initial
transactions, which management has determined to no longer be necessary due to
the resolution of certain contingencies and the revision of certain
estimates.
5
<PAGE>
DATA BROADCASTING CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
5. CONTINGENCIES
Under the terms of the merger agreement whereby the Company acquired Capital
Management Sciences ("CMS"), DBC may pay the former CMS shareholders up to
$6,840,000 of additional cash based on the pre-tax earnings of CMS over the
three-year period commencing January 31, 1994 and ending January 31, 1997.
Contingent cash payments are added to the acquisition cost when determinable and
amortized prospectively over the then remaining life of goodwill. As of December
31, 1996 the Company had paid $4,133,000 under these provisions and accrued
$1,710,000 of additional payments.
6. STOCKHOLDERS' EQUITY
On November 12, 1996, the Company announced that its board of directors
authorized the repurchase of up to 2 million shares of common stock. This plan
will be implemented from time to time in either open market or private
transactions. As of December 31, 1996 the Company had repurchased 220,000 shares
at a cost of $1,697,000. In addition, approximately 499,000 and 634,000 options
and warrants were exercised during the three and six months ended December 31,
1996, respectively.
6
<PAGE>
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
The Information Services Division ("ISD") includes DBC West, Market Information
Corporation (operating under the trade name "BMI") and Capital Management
Sciences ("CMS"). ISD provides real-time stock market quotes, equity and fixed
income analytics, financial market information and news, access to historical
databases, and other information to individual investors, traders and
institutional clients. ISD also provides sports data and information to sports
enthusiasts, and international news and government information to media,
government agencies, corporate and international clients. The Business Services
Division ("BSD") includes Instore Satellite Network ("ISN") which delivers point
to multipoint communication services, primarily to retail merchants and business
associations, and CheckRite International, Inc. ("CRI") which provides check
recovery and check verification data and services to retail merchants. The
Company distributes its services via communication devices that rely on FM
subcarriers, satellite transmission, cable television systems, telephone lines,
the Internet and other means of transmission.
RESULTS OF OPERATIONS
<TABLE>
<CAPTION>
SELECTED FINANCIAL DATA ($ Millions)
For the Periods Ended December 31,
---------------------------------------------
Three Months Six Months
------------------- -----------------
1996 1995 1996 1995
---- ---- ---- ----
<S> <C> <C> <C> <C>
Revenues
Information Services Division
DBC West $13.2 $11.9 $26.0 $23.4
BMI 5.3 4.2 10.4 8.1
CMS 4.6 3.8 9.2 7.5
----- ----- ----- -----
23.1 19.9 45.6 39.0
----- ----- ----- -----
Business Services Division
ISN 3.6 4.2 7.1 9.9
CRI 4.6 3.5 8.8 6.9
----- ----- ----- -----
8.2 7.7 15.9 16.8
----- ----- ----- -----
Total 31.3 27.6 61.5 55.8
Cost of services 13.4 10.0 25.7 21.8
Selling, general and administrative
Sales and marketing 5.3 4.6 11.7 9.2
G&A 4.9 4.6 8.7 8.7
Depreciation and amortization
Equipment and leasehold improvements 2.8 2.4 5.4 4.7
Goodwill 1.3 0.9 2.4 1.8
Software development 0.4 0.3 0.8 0.6
Customer contracts and other 0.5 0.5 1.0 1.0
Merger and consolidation costs -- 0.8 -- 1.7
----- ----- ----- -----
Income from operations $ 2.7 $ 3.5 $ 5.8 $ 6.3
===== ===== ===== =====
Income (loss) from operations by unit
DBC West/BMI $ 3.3 $ 3.6 $ 6.3 $ 5.9
CMS 0.6 0.8 1.3 1.6
ISN (0.5) 0.0 (0.8) 0.3
CRI 0.2 0.3 0.6 0.6
Corporate and unallocated (0.9) (1.2) (1.6) (2.1)
----- ----- ----- -----
$ 2.7 $ 3.5 $ 5.8 $ 6.3
===== ===== ===== =====
7
</TABLE>
<PAGE>
Three Months
ISD revenues grew by 16 percent due to growth at all operations. The 11 percent
growth in DBC West revenues, from $11.9 million to $13.2 million, was due to an
increase in subscribers, and the acquisitions of Instant Odds Network, Las Vegas
Sports Consultants, and Federal News Service. DBC West experienced a 7 percent
increase in subscribers to 27,553 at December 31, 1996 from 25,743 as of
December 31, 1995. BMI's revenues increased by 28 percent over the prior year
mainly due to a 20 percent increase in subscribers from 7,535 at December 31,
1995 to 9,068 at December 31, 1996. CMS' revenues grew from $3.8 million to $4.6
million primarily as a result of an 11 percent increase in its customer base
from December 31, 1995 to December 31, 1996.
BSD revenues for the second quarter of fiscal 1997 increased by 6 percent when
compared with the second quarter of fiscal 1996. ISN's revenues decreased by 14
percent over the prior year, due to a decrease in equipment sales revenue and
advertising revenue. ISN typically records a significant amount of equipment
sales revenue upon installation of a new satellite network. This revenue
fluctuates depending on the timing of new installations, and may distort
quarterly comparisons from year to year. CRI's revenues increased by 32 percent
over the prior year, primarily due to the acquisitions of Northwest CheckRite,
Inc. in January 1996, and Check Network in September 1996.
Income from operations decreased by $0.8 million over last year's second quarter
which included $0.8 million of costs in connection with the acquisition and
consolidation of BII. The decrease in operating margins was primarily due to (i)
development activities for AgCast, an online agricultural information service,
the Lawyers Communications Network, a joint venture in conjunction with the
American Bar Association, and the Company's Online services, (ii) initial stage
marketing for BondVu and BusinessVision and (iii) market repositioning for the
Company's Signal, QuoTrek and BMI products. In total the Company expensed $2.0
million for these activities in this year's second quarter as compared with $0.5
million for similar activities in last year's second quarter. In addition, the
Company capitalized $0.2 million of software development costs related to these
activities in both comparative quarters.
The current quarter also includes the following non-recurring items: (i) a
pre-tax charge of $0.6 million for the write-off of the Company's joint venture
in Hong Kong, (ii) a pre-tax benefit of $1.0 million from the fiscal 1995 sale
of substantially all of the assets of Shark Information Services Corp. ("Shark")
and proceeds received in fiscal 1996 from the Consumer News and Business Channel
("CNBC"). The Hong Kong write-off occurred as management concluded that the
operation's core product should be discontinued due to the lack of acceptance in
the market. The benefits resulted from the resolution of certain contingencies
and the revision of certain estimates associated with the Shark and CNBC
transactions.
The effective tax rate for the three months ended December 31, 1996 was 49
percent. This was higher than the 46 percent rate in the fiscal 1996 second
quarter, due to an increase in non-deductible goodwill amortization related to
the acquisitions of Check Network, Las Vegas Sports Consultants, and Federal
News Service.
Net income for the second quarter of fiscal 1997 totaled $1.6 million, equal to
$0.05 per primary and fully diluted share. Primary weighted average shares
outstanding grew by six percent, and fully diluted weighted average shares
outstanding grew by two percent, principally due to the shares issued for the
aforementioned acquisitions. Last year's second quarter net income was $1.7
million, or $0.05 per share, including a $0.02 charge associated with the merger
and consolidation costs discussed above.
Six Months
ISD revenues grew by 17 percent in the comparative six-month period, primarily
attributable to the aforementioned acquisitions, as well as subscriber and
customer base growth. DBC West revenues grew 11 percent when compared with the
prior year, from $23.4 million to $26.0 million. BMI's revenues grew 28 percent
from $8.1 million $10.4 million. CMS's revenues grew from $7.5 million to $9.2
million.
8
<PAGE>
BSD revenues for the six months ended December 31, 1996 were five percent less
than the prior year. A decrease of 29 percent in ISN's revenues, from $9.9
million to $7.1 million was partially offset by the acquisition related increase
in CRI's revenues of 28 percent from $6.9 million to $8.8 million. The decrease
in ISN revenues was due to a decrease in equipment sales revenue and advertising
revenue, as discussed previously.
Operating income for the six month period ended December 31, 1995 was $8.0
million, excluding non-recurring merger and consolidation costs, compared with
$5.8 million for the same period in 1996. The decrease in operating income and
operating margins was due to the company's investment in new business and
products described above. The Company expensed $3.7 million for these activities
in the six months ended December 31, 1996 as compared with $0.8 million in the
corresponding prior-year period.
Depreciation and amortization increased from $8.1 million for the six months
ended December 31, 1995 to $9.6 million for the same period in 1996. The
increase of $0.6 million in goodwill amortization was the result of the
aforementioned acquisitions.
Net income totaled $3.2 million for the first half of fiscal 1997, equal to
$0.09 per primary and fully diluted share. Excluding non-recurring merger and
consolidation costs of $0.03 per share, last year's first half net income was
$4.0 million, equal to $0.12 per primary and fully diluted share. The increase
in average shares outstanding was mainly due to the issuance of shares related
to the aforementioned acquisitions.
LIQUIDITY AND CAPITAL RESOURCES
Cash provided by operating activities was $9.9 million and $5.7 million for the
six months ended December 31, 1996 and 1995, respectively. The increase was
principally due to improved operating earnings, adjusted for non-cash items
including depreciation and amortization, and a smaller decrease in accounts
payable and accrued liabilities during the fiscal 1997 period as compared with
the fiscal 1996 period. The Company paid $3.4 million for acquisitions, net of
cash acquired, during the first quarter of fiscal 1997, including the cash
payment for the acquisition of Instant Odds Network, and contingent earnout
payments for the CMS acquisition. The Company invested $7.3 million of cash in
the first two quarters of fiscal 1997 for property and equipment and capitalized
software development compared to $5.8 million in the comparable fiscal 1996
period. The decrease in long-term debt payments from the first half of fiscal
1996 to the first half of fiscal 1997 was principally due to the debt
refinancing that occurred during fiscal 1996. The Company used $1.7 million to
purchase treasury shares in a buy back announced in November 1996. The Company
is authorized to purchase up to 2 million shares, of which 0.2 million were
repurchased through December 31, 1996.
The Company currently expects cash generated from operations to increase further
during fiscal 1997, should current market conditions remain stable. Management
believes that the cash generated by operating activities, together with its
existing cash and financing facilities, are sufficient to meet the short- and
long-term needs of the current operations and the anticipated capital
expenditures of the Company.
DBC's debt agreement with Key Bank National Association requires the Company to
maintain certain financial ratios with respect to operations and financial
position. This agreement also restricts the payment of dividends to DBC's
stockholders and limits the purchase of treasury stock. At December 31, 1996,
the Company was in compliance with these covenants.
BUSINESS DEVELOPMENT AND OUTLOOK
The Company expects to continue the aforementioned development and marketing
efforts at about the same or increased rates for the remainder of fiscal 1997.
The Company also expects that these expenditures will be funded by cash
generated from operations.
9
<PAGE>
In January 1997, the Company launched the Internet-based portion of the AgCast
Network, an agricultural data service providing U.S. and international
commodities and futures pricing, news, weather, stock quotes and market analysis
from five leading agricultural advisory groups. The service is being targeted at
U.S. farming and agricultural professionals. In the spring of 1997, the Company
expects to launch the 18-inch dish satellite delivery of AgCast.
Also in January 1997, the Company and the American Bar Association formed the
Lawyers Communications Network, L.L.C., a limited liability corporation, for the
development and sale of continuing legal education and other information to the
legal profession.
The Company also is in discussions with several major securities brokerage firms
for the potential sale of a significant number of its BondVu and Signal systems.
There can be no assurance, however, that any of these agreements will be
completed.
The Company is evaluating the potential sale of its ISN and CRI businesses and
expects to conclude its evaluation during fiscal 1997.
Demand for financial market information is largely dependent upon activity
levels in the securities markets. The Company's share of that demand is based on
its ability to compete effectively with other financial information providers.
In the event that the U.S. financial markets were to experience a prolonged
period of investor inactivity in trading securities, the Company's business
could be adversely affected. The degree of such consequences is uncertain. The
Company is pursuing a number of projects to increase its share of its current
markets and to broaden the scope of the markets in which the Company competes.
From time to time, the Company may publish forward-looking statements relating
to such matters as anticipated financial performance, business prospects,
technological developments, new products, research and development activities
and similar matters. The Private Securities Litigation Reform Act of 1995
provides a safe harbor for forward-looking statements. In order to comply with
the terms of the safe harbor, the Company notes that a variety of factors could
cause the Company's actual results and experience to differ materially from the
anticipated results or other expectations expressed in the Company's
forward-looking statements. The risks and uncertainties that may affect the
operations, performance, development and results of the Company's business
include the following:
o The presence of competitors with greater financial resources and their
strategic response to the Company's new services.
o The response of customers to the Company's new marketing strategies.
o Activity levels in the securities markets.
10
<PAGE>
PART II -- OTHER INFORMATION
Item 1. LEGAL PROCEEDINGS
The Company is a party to various legal proceedings incidental to its business
operation, none of which is expected to have a material effect on the financial
condition or results of operations of the Company.
Item 4. SUBMISSION TO A VOTE OF SECURITY HOLDERS
a. The Registrant's Annual Meeting of Stockholders was held on November 12,
1996. The only business conducted was the election of directors, the proposal to
amend the Data Broadcasting Corporation Stock Option Plan (the "Plan") by
increasing the number of shares authorized for issuance by 1,500,000 shares, and
the proposal to ratify the Registrant's selection of Price Waterhouse LLP as
auditors for the fiscal year ending June 30, 1997.
b. At the meeting, the following persons were elected directors of the
Registrant. Each director holds office until his successor is elected and
qualified, or until such director's earlier death, resignation or removal.
Number of Shares
Name of Common Stock
---- ----------------
Charles M. Diker For 27,331,945
Withhold Authority 195,012
Dwight H. Egan For 27,331,327
Withhold Authority 195,630
Donald P. Greenberg For 27,331,971
Withhold Authority 194,986
Alan J. Hirschfield For 27,331,119
Withhold Authority 195,838
James A. Kaplan For 27,331,329
Withhold Authority 195,628
David R. Markin For 27,331,971
Withhold Authority 194,986
Herbert S. Schlosser For 27,331,327
Withhold Authority 195,630
Carl Spielvogel For 27,331,837
Withhold Authority 195,120
Allan R. Tessler For 27,330,919
Withhold Authority 196,038
Regarding the proposal to amend the Plan, there were 27,992,958 votes For,
1,720,046 votes Against and 108,457 shares Abstaining. Regarding the
ratification of Price Waterhouse LLP as the Company's auditor, there were
27,413,819 votes For, 68,029 votes Against and 45,739 shares Abstaining.
Item 6. EXHIBITS AND REPORTS ON FORM 8-K
a. The following exhibits are filed as part of this report:
Exhibit
Number Description of Exhibit
------ ----------------------
11 Statement re Computation of Earnings per Share
27 Financial Data Schedule
b. Reports on Form 8-K
During the quarter ended December 31, 1996, the Registrant did not file a
Current Report on Form 8-K.
11
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
DATA BROADCASTING CORPORATION
(Registrant)
Dated: February 13, 1997 By: /s/ ALLAN R. TESSLER
--------------------------------
Allan R. Tessler
Co-Chief Executive Officer
Dated: February 13, 1997 By: /s/ ALAN J. HIRSCHFIELD
--------------------------------
Alan J. Hirschfield
Co-Chief Executive Officer
Dated: February 13, 1997 By: /s/ MARK F. IMPERIALE
--------------------------------
Mark F. Imperiale
President, Chief Operating Officer
and Chief Financial Officer
12
<PAGE>
EXHIBIT INDEX
Sequentially
Numbered
Exhibit No. Description Page
- ----------- ----------- ------------
11 Statement re Computation of Earnings per Share 14
27 Financial Data Schedule 15
13
<TABLE>
EXHIBIT 11
STATEMENT RE COMPUTATION OF EARNINGS PER SHARE
<CAPTION>
Three Months Ended Six Months Ended
December 31, December 31,
--------------------- --------------------
1996 1995 1996 1995
------- ------- ------- -------
<S> <C> <C> <C> <C>
(In thousands, except per share amounts)
Primary Earnings per Common share
Net income $ 1,600 $ 1,666 $ 3,189 $ 2,975
======= ======= ======= =======
Common shares outstanding at beginning of period 31,668 29,273 31,668 29,273
Shares issuable from assumed exercise of stock options and warrants 1,209 2,239 1,346 2,163
Shares issued for acquisitions 671 -- 346 --
Shares issued from conversion of stock options and warrants 532 575 311 451
Repurchase of treasury shares (58) -- (29) --
------- ------- ------- -------
Weighted average number of common shares outstanding 34,022 32,087 33,642 31,887
======= ======= ======= =======
Primary earnings per share $ 0.05 $ 0.05 $ 0.09 $ 0.09
======= ======= ======= =======
Fully Diluted Earnings per Common Share
Net income $ 1,600 $ 1,666 $ 3,189 $ 2,975
======= ======= ======= =======
Common shares outstanding at beginning of period 31,668 29,273 31,668 29,273
Shares issuable from assumed exercise of stock options and warrants 1,172 3,124 1,428 2,557
Shares issued for acquisitions 671 -- 346 --
Shares issued from conversion of stock options and warrants 634 924 362 764
Repurchase of treasury shares (58) -- (29) --
------- ------- ------- -------
Weighted average number of common shares outstanding 34,087 33,321 33,775 32,594
======= ======= ======= =======
Fully diluted earnings per share $ 0.05 $ 0.05 $ 0.09 $ 0.09
======= ======= ======= =======
</TABLE>
See accompanying notes to consolidated financial statements
14
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the
consolidated statements of income and balance sheets and is qualified in its
entirety by reference to such financial statements
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> JUN-30-1997
<PERIOD-END> DEC-31-1996
<CASH> 17,549
<SECURITIES> 0
<RECEIVABLES> 12,153
<ALLOWANCES> 0
<INVENTORY> 1,135
<CURRENT-ASSETS> 35,108
<PP&E> 59,240
<DEPRECIATION> 35,619
<TOTAL-ASSETS> 166,073
<CURRENT-LIABILITIES> 29,519
<BONDS> 2,016
0
0
<COMMON> 333
<OTHER-SE> 130,831
<TOTAL-LIABILITY-AND-EQUITY> 166,073
<SALES> 0
<TOTAL-REVENUES> 31,353
<CGS> 0
<TOTAL-COSTS> 13,423
<OTHER-EXPENSES> 4,981
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 3,163
<INCOME-TAX> 1,563
<INCOME-CONTINUING> 1,600
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,600
<EPS-PRIMARY> .05
<EPS-DILUTED> .05
</TABLE>
