SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
FOR ANNUAL AND TRANSITION REPORTS PURSUANT TO SECTIONS 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
(Mark One)
X Annual Report pursuant to Section 13 or 15(d) of the Securities Exchange
- ---
Act of 1934
For the fiscal year ended June 30, 1998
Transition report pursuant to Section 13 or 15(d) of the Securities
- --- Exchange Act of 1934
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 Identification No.)
Incorporation or Organization)
7050 Union Park Center
Suite 600 3490 Clubhouse Drive, I-2
Midvale, Utah 84047 Jackson, Wyoming 83014
(Address of Principal (Address of Principal Executive Offices)
Administrative Offices)
Registrant's telephone number, including area code:
(801) 562-2252 (307) 733-9742
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: Common Stock,
$.01 par value
(Title of Class)
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 if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to
this Form 10-K. X
-----
As of September 18, 1998, the aggregate market value of the Common Stock of
the Registrant (based upon the closing transaction price) on such date held by
nonaffiliates of the Registrant was approximately $122,966,000.
As of September 18, 1998, there were 32,668,205 shares of Common Stock of the
Registrant outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Proxy Statement to be filed with the Securities and Exchange
Commission in connection with the Annual Meeting of Stockholders expected to
be held in January 1999 are incorporated by reference into Part III hereof.
<PAGE>
PART I
Item 1. DESCRIPTION OF BUSINESS
-----------------------
Data Broadcasting Corporation ("DBC", the "Registrant" or the "Company"),
directly and through its subsidiaries, distributes financial data and business
information on a subscription basis to a broad range of individual and
professional investors and businesses. The Company provides its services
principally through DBC West/BMI and Capital Management Sciences ("CMS").
DBC West/BMI's principal services are Signal, BMI MarketCenter, Quotrek,
StockEdge, AgCast, Federal News Service ("FNS") and various sports services.
CMS' principal service is BondEdge. The resources of DBC West/BMI and CMS
have been combined to create and market InSite and BondVu. On October 29,
1997, DBC formed Marketwatch.Com, LLC, a 50-50 joint venture with CBS
Broadcasting, Inc. (formerly known as CBS, Inc.). The new venture was
created to expand the Company's Internet business information site for
individual investors, business professionals and the general public and
enhance the reputation of its exclusive news coverage of the financial
markets.
DBC West/BMI sells access to its networks which provide real-time financial
market, agribusiness and sports information, primarily to individual
investors. This includes stock and commodity market quotes, equity analytics,
financial and sports news and information, international news and government
transcripts, access to historical databases and customizable portfolio
tracking. CMS distributes fixed income portfolio analytics to a broad base of
institutional investment managers including banks, insurance companies,
brokerage firms and investment management companies for valuation and risk
management purposes. The Company also distributes a comprehensive financial
data service to institutional investors, incorporating real-time market
prices for equities and fixed-income analytics and data, as well as exclusive
news coverage and commentary and historical and technical charting. The
Company distributes its services via the Internet or communication devices
that rely on FM subcarriers, satellite transmission, cable television systems
or telephone lines. For its broadcast services, the Company provides
subscribers with proprietary equipment and software needed to access its
networks and databases. Subscribers to Internet-delivered services download
the software directly to their computers without the need for proprietary
equipment.
The Company currently owns two businesses that have been classified as
discontinued operations. InStore Satellite Network ("ISN") delivers point to
multipoint communication services, primarily to retail merchants and business
associations. Lawyers Communications Network ("LCN") provides continuing
legal education and other information via satellite to legal professionals.
LCN is a limited liability company formed with the American Bar Association.
On May 1, 1998, the Company sold substantially all of the assets of CheckRite
International, Inc. ("CRI"), a previously discontinued operation which
provided check recovery and check verification data and services to retail
merchants. Management decided to sell these businesses to concentrate its
efforts and resources on its core financial information services businesses
and their expansion opportunities.
For the last three fiscal years, the percentage of total revenue contributed
by the Company's operating units was as follows:
1998 1997 1996
---- ---- ----
DBC West/BMI 75% 78% 81%
CMS 22 21 19
Other initiatives 3 1 -
---- ---- ----
Total 100% 100% 100%
==== ==== ====
The Company operates in one business segment, providing a variety of
actionable market data and news to its subscribers.
Information Transmission Technology
- ----------------------------------
DBC West and BMI create their data feeds by gathering ticker and news feeds
from stock exchanges and other sources and processing them into consolidated
data feeds. The Company has two such information processing and ticker
plants: one in California and one in Utah. The data feeds are transmitted
from ticker plants to multiple satellite transponders which broadcast the feed
to FM radio stations, cable television networks and directly to individual
satellite subscribers,
<PAGE>
using multiple satellite systems, including Echostar's Dish Network. The
data feeds are also provided to local servers which support the Company's
Internet-based services.
The trend in DBC West's business is the transition from broadcast-delivered
subscriptions to Internet-delivered subscriptions. Internet technology has
reduced costs for both DBC West and its subscribers and the Company expects
its Internet subscriber base to continue to grow quickly while its broadcast
subscriber base declines.
Internet subscribers of DBC West and InSite receive their data through their
standard Internet access via the Company's World Wide Web ("Web") sites
(http://www.dbc.com and http://www.insite.dbc.com). In addition, through an
alliance with AT&T Wireless Services, DBC is able to deliver its data to
StockEdge Online and Signal Online customers via AT&T's wireless Internet
Protocol services and an AirCard modem from Sierra Wireless. This results in
substantial flexibility for mobile traders.
DBC West's FM broadcast network consists of long-term agreements with 64 radio
stations throughout the United States and Canada which are contracted to
broadcast the Company's data feed on their FM side-bands. This extensive
network provides coverage in 59 major North American cities and reaches over
75 percent of the U.S. population. Subscribers receive this one-way
transmission through a proprietary FM receiver. In fiscal 1999, 20 such FM
radio agreements are due for renewal. The Company believes it will be able to
renew these contracts but will evaluate each agreement relative to the number
of subscribers being served.
DBC West also utilizes a proprietary technology to access unoccupied portions
of cable television broadcast signals (vertical blanking interval ("VBI")) to
transmit the Company's data feed along with the cable providers' broadcasts.
The Company has insertion agreements with several national cable programmers
which reach virtually every U.S. cable subscriber. The television signals of
these programmers are carried by various cable systems throughout the country.
DBC is presently in the first year of a three-year agreement with one of the
multiple-system operators offering carriage in these systems.
DBC West's data carrying capacity during stock market sessions is particularly
unique with respect to its satellite and VBI data expansion capabilities. DBC
West currently uses a multiple 19,200 baud VBI feed but has the rights and
technical abilities to increase the feed in 9,600 baud steps. FM subscribers
receive a 9,600 baud data feed while cable and European satellite subscribers
are able to receive a 19,200 baud data feed. BMI currently operates 56,000
baud VBI and satellite feeds.
Both DBC West and BMI offer subscribers optional software to display and
analyze the data. In addition, there are over 20 major third-party software
packages, including Omega Research's TradeStation, Metastock, Ensign and
Option Vue Plus, that are compatible with the Company's data feeds and range
in features from simple quote displays to sophisticated charting, stock
modeling and analysis.
DBC West and BMI broadcast subscribers are also provided certain hardware that
enables them to receive the Company's data feeds. The Company is responsible
for repairs and maintenance of such equipment through limited warranty
periods. Customers must pay for repair costs subsequent to the expiration of
the warranty period. After a customer cancels, the equipment is refurbished,
if necessary, before it is provided to new customers.
CMS updates its database for its BondEdge service daily and transmits the
information to clients via the Internet or the CMS Bulletin Board System.
BondVu subscribers have access to pricing updates through its Web site
(http://www.bondvu.com).
Principal Services
- ------------------
The Company generates revenue primarily through subscriptions to its principal
services. In addition, broadcast subscribers are charged certain installation
and service initiation fees, depending upon the service and broadcast delivery
method.
DBC West/BMI
DBC West's data feed contains real-time securities prices for over 160,000
securities from all major domestic markets and several international exchanges
including equities, mutual funds, options, bonds, futures, commodities,
<PAGE>
indices and foreign exchange rates. The data feed also contains news
headlines from Dow Jones, Options News Exchange and Futures World News,
headlines and research reports such as Hightower and sports information
including news, scores and betting odds from six major Las Vegas casinos.
BMI's data feed contains real-time securities prices for over 300,000
securities from all major and regional U.S. and Canadian exchanges and several
international exchanges, including equities, options, mutual funds, bonds,
futures, commodities, indices and foreign exchange rates. The BMI data feed
also includes real-time business and financial news from Dow Jones, S & P
MarketScope and Futures World News.
The capacity of the data feed during hours in which the stock market is closed
is an additional resource of DBC West and BMI. This capacity is now being
used to broadcast sports information, as sporting events typically occur
during these off-hours.
The principal DBC West/BMI services are discussed below.
Signal Online and Signal (TM)
Signal Online delivers continuously updating real-time securities prices from
the DBC West data feed using "active push" technology on the Internet. In
addition, Signal Online provides portfolio features, charting and news and
news retrieval capabilities which were developed jointly by DBC and Dow Jones.
News related to specific securities pre-selected by a customer is provided via
"News Alerts" and "News Headlines" from Dow Jones and other sources. DBC West
also offers access to Dow Jones News Retrieval databases and proprietary DBC
news via modem, news from Marketwatch.Com and links to the Signal Private
Network Internet site, which contains information on Nasdaq Bulletin Board
stocks, a large database of historical and fundamental data, charts,
commentary, comprehensive research and business descriptions of thousands of
public and private companies. Signal Online also includes Nasdaq Level II
Market Maker information, over-the-counter bulletin board stock quotes and
access to online trading. Signal is a real-time service offering many of the
same features as Signal Online in a broadcast enviroment. Signal also offers
a delayed service and an end-of-day data service, which provides each day's
market settlement prices.
BMI MarketCenter (R)
The BMI data feed contains over 300,000 symbols. The service provides
continuously updating real-time and delayed access to pricing and fundamental
information. The system also features charting, technical analysis and a
portfolio feature that subscribers use to obtain real-time valuation of their
portfolios. Market Center for Windows takes full advantage of the Windows
multi-tasking operating system, allowing the subscriber to run other
applications while maintaining continuous reception of market data and news.
The service is delivered via cable or satellite.
QuoTrek (TM)
QuoTrek is a hand-held wireless quotation monitor about the size of a small
cellular telephone which receives the DBC West data feed via FM broadcast
signals and displays continuously updating real-time market quotes on up to
127 securities, as selected by the subscriber from a universe of over 50,000
securities. The service offers full portability to users as they travel to
any city covered by DBC West's extensive FM broadcast network. QuoTrek also
receives news headlines and sports information similar to SporTrax.
StockEdge Online and StockEdge
StockEdge Online was the Company's first Internet-delivered system providing
dynamic updating of pricing information using "active push" technology.
StockEdge Online delivers continuously updating real-time equity security
prices, news headlines and intra-day charting via FM, cable, satellite or the
Internet. It contains many of the same features as Signal, including third-
party software compatibility and access to the Signal Private Network, at a
price that is accessible to more individuals. StockEdge is a broadcast
version of the same product.
AgCast (TM)
AgCast is a broad-based agricultural data service including continuously
updating commodities and futures pricing, news, weather and other agribusiness
information. The service is available over the Internet
(http://www.agcast.com) and via direct broadcast satellite dish over
Echostar's Dish Network.
<PAGE>
Federal News Service
FNS is a subscription service providing verbatim transcripts of hearings,
briefings, press conferences and interviews by U.S. government officials,
including the White House, Congress and its committees, the State and Defense
Departments, the U.S. Supreme Court, the Federal Reserve Bank, the United
Nations and many other governmental agencies. FNS also provides Commerce
Department statistics and covers other politically-related activities, such
as speeches at the International Trade Representative's office, the National
Press Club, the Brookings Institute, the Atlantic Council and many others.
Similarly, FNS covers the major events of the Russian government and its
agencies, embassies and consulates. FNS transmits its services via satellite,
FM side-band, telephone, cable and the Internet.
Sports Services
SportSignal is a Windows-based system that receives the extensive sports data
feed on a personal computer via FM, VBI or satellite, providing subscribers
with access to news headlines and the scoring updates mentioned above.
Through Casino Instant Odds, an add-on service, SportSignal subscribers can
receive the only live feed of odds from six major casinos in Las Vegas. DBC
also supplies its odds feeds to virtually all major resellers and has become
the primary supplier of such information to most major on-line and Internet
sports services, including USA Today and SportsLine USA, Inc.
SporTrax is a hand-held wireless monitor similar in design to QuoTrek. Using
DBC West's FM broadcast network, SporTrax receives and displays real-time
sports data and Las Vegas odds from the DBC West data feed, including detailed
scoring updates from virtually every professional football, baseball,
basketball and hockey game and most college football and basketball games, as
well as updates and results from major golf and tennis tournaments and less
frequent events such as the Olympics and World Cup Soccer.
Las Vegas Sports Consultants is the leading "opening-line" odds maker in Las
Vegas. The Company also transmits electronically real-time betting odds from
six major casinos in Las Vegas.
Scorecast is an extensive database of statistical sports information covering
football, basketball, hockey and baseball. User-friendly software allows the
subscriber to query the database and analyze what-if scenarios.
CMS
CMS' primary software product is BondEdge. It is provided to institutional
fixed income managers on both the buy-side and sell-side. The securities
covered by this product include over 1,000,000 government, agency, and
corporate debt instruments, asset-backed securities, fixed and adjustable rate
pass-throughs, collateralized mortgage obligations, private placements, and
futures/options. For tax-exempt managers, CMS also provides automated access
to municipal databases.
BondEdge (TM)
BondEdge is a Windows-based fixed income portfolio analytic system which
provides risk management, regulatory reporting, and compliance tools.
BondEdge portfolio applications include daily market valuations, effective
duration and convexity, standard and custom appraisals, what-if analysis, bond
index comparisons, cash flow and book value simulations, performance
measurement, performance attribution, and total return optimization.
The open architecture of BondEdge allows for the import and export of
calculated and descriptive data. BondEdge interfaces with all of the major
third-party accounting and asset/liability software packages to eliminate
duplicate data entry and to improve accuracy and efficiency within an
organization.
InSite
InSite is an Internet-delivered information system for the institutional
investment community, providing real-time equity and fixed income data, news
and other financial information. Using Internet push delivery technology,
InSite provides real-time quotes for equities, fixed income, foreign exchange,
futures and options as well as extensive fixed income analytics, in-depth
research, advanced technical charting, exclusive news and commentary, SEC
filings and historical information at less than half the price of traditional
terminal-based systems.
<PAGE>
BondVu (TM)
BondVu is a cost-effective service which combines real-time fixed income
prices with accurate security descriptions and superior fixed income
analytics. Delivered via the Internet directly to a client's personal
computer, BondVu provides access to real-time market pages, historical
prices/yields, bond swap, horizon return, and a portfolio valuation feature
which calculates portfolios in real-time.
Marketwatch.Com, LLC
During fiscal 1998, DBC formed Marketwatch.Com, LLC ("Marketwatch"), a 50-50
joint venture with CBS Broadcasting, Inc. (formerly known as CBS, Inc.), to
expand the Company's Internet business information site for individual
investors, business professionals and the general public. Marketwatch has a
Web site (http://www.cbs.marketwatch.com) that delivers a broad range of
financial news and information, including real-time and delayed market prices
of stocks, bonds, options and mutual funds and original news and commentary
from financial and market analysts, economists and reporters.
Marketwatch derives its revenues from four sources: advertising, transaction
fees, the sale of news to DBC and subscriptions.
Advertising
Marketwatch sells advertising space on its Web site by guaranteeing a minimum
number of "impressions", or times that an advertisement is viewed.
Transaction Fees
Marketwatch has several agreements to provide links to third-party Web sites.
Marketwatch generates either fixed transaction fees for monthly access or
variable fees dependent upon the number of transactions consummated at the
third-party Web site by linked customers.
MarketWatch RT Subscription
MarketWatch RT is a financial data service offering snapshot real-time stock
market quotes, fundamental and historical data, a specialized business news
service, portfolio features, links to online brokerage services and other
investment related services.
MarketWatch Live Subscription
MarketWatch Live uses active push technology to deliver streaming real-time
data. It includes all of the data, news and research tools of MarketWatch RT
and more sophisticated features such as charting, portfolio management and
advanced investment information.
Customers and Competition
- -------------------------
DBC West/BMI competes in several sectors of the securities industry
information market, including individual and professional investors, money
managers, banks and insurance companies. These sectors consist of clients
who seek either real-time, delayed or end-of-day quotations, analytical and
portfolio tracking services or some combination thereof.
The target market for the real-time services of DBC West/BMI consists
primarily of individuals who make their own investment decisions, trade
frequently and earn a substantial portion of their income from trading. The
Company estimates that this total market currently consists of approximately
200,000 to 300,000 potential subscribers. The introduction of Signal Online
and the wide-scale implementation and growing acceptance of the Internet
broadens the market to include small and medium sized brokerage houses,
corporate accounts, money managers and banks.
<PAGE>
The Company believes its Signal, BMI and Quotrek products, the market leaders,
have set the standard for delivery of real-time market data to the non-
professional trader. In the delayed segment, the Company's competition
consists of numerous suppliers and the Company competes mainly in the high
quality, higher price segment of this market. The Company believes the
principal competitive factors in the industry include data availability and
reliability, ease of use, compatibility with third-party software packages and
price.
The Company believes that its established FM broadcast network, cable TV
contracts, Echostar Dish Network contract and satellite leases provide the
most extensive high-speed data coverage in North America given the number of
facilities in the network, the relative broadcast power of those facilities
and the long-term nature of the contracts. The Company believes this provides
it with a competitive advantage in the wireless broadcast market. The Company
also believes its open architecture, compatibility with over 20 third-party
software packages and its network reliability are competitive advantages.
The Company's Internet-based Web sites compete against numerous other Web
sites providing real-time and delayed financial data. The Company believes
that its Web sites are among the most visited financial sites on the Web.
CMS' BondEdge competes with other vendors of fixed income portfolio analytics,
primarily Salomon Brothers and Bloomberg. The target market for BondEdge is
the institutional fixed income managers (managing in excess of $300 million in
bonds) who also invest in a broad range of security types that require
specialized modeling. Users in an organization are typically portfolio
managers, quantitative research analysts, and institutional brokers. BondEdge
targets the premium end of the market where clients, on average, spend $35,000
annually for advanced analytics packages. CMS believes it has the largest
installed base of users, primarily located in North America, with an estimated
50% of the market.
Within small institutions (community banks, credit unions, municipalities,
pension funds), BondVu has little competition. Due to the high price
of other real-time services, this market segment has previously been unable to
acquire real-time fixed income information. Within the larger institutions,
BondVu supplements and occasionally replaces more expensive services provided
by Bloomberg, Reuters, and Bridge Telerate.
InSite is marketed to the institutional investment community. Its primary
advantages in this market are its Internet technology, which reduces
communications costs, its open architecture, which reduces infrastructure
costs, and a monthly subscription cost substantially lower than the
competition. Because of the lower price point, InSite has little direct
competition. However, the higher end of the market is dominated by Bloomberg,
Reuters, ADP, Bridge Telerate and Thompson/ILX.
Marketwatch markets its RT subscription services and its free information to
the casual investor. In this arena, it competes with many Web sites that
provide financial information, much of it for free. The more sophisticated
Live subscription service competes with other Internet and broadcast-based
providers of financial information. Because Marketwatch derives the majority
of its revenues from advertising and transaction fees, it also competes with
many other Web sites, financially oriented or not, in trying to attract
visitors.
Business Expansion and Product Development
- ------------------------------------------
In fiscal 1998, the Company experienced declines in its DBC West/BMI broadcast
subscriber base. However, these declines have been substantially offset by
new Internet-based subscribers. The Company believes the marketplace has been
changed significantly by the Internet and intends to become the dominant
Internet-based provider of real-time financial market information over time.
CMS' growth has been positively impacted by increased regulation in the
financial marketplace, the issuance of increasingly complex securities,
volatility in the bond market and the industry's growing awareness of the
risks associated with fixed income securities and derivatives. CMS' ability
to help subscribers manage those risks keeps the Company well-positioned to
take advantage of these trends. However, CMS has lost certain customers due
to consolidation in the banking, insurance and investment management
industries.
During the fiscal years ended June 30, 1998, 1997 and 1996, the Company
expensed approximately $8.4 million, $7.1 million and $4.3 million,
respectively, for research and development, including development of new
products, maintenance and upgrading of existing products and development of
internal systems.
<PAGE>
DBC plans to continue to expand its businesses, both domestically and
internationally through:
- - expansion into the institutional market of users of real-time and other
financial information;
- - selling continuously updating products, such as Signal Online and
StockEdge Online, directly over the Internet;
- - alliances and joint ventures with complementary businesses in order to
expand the scope of products offered and geographic reach of the
business; and
- - business and content acquisitions.
Subsequent to year-end, the Company completed its acquisition of substantially
all of the assets of the Global Treasury Information Services division
("GTIS") of Automatic Data Processing, Inc. GTIS provides real-time domestic
and international fixed income, foreign exchange, money market and precious
metal information to institutional, corporate and consumer clients worldwide.
Marketing Strategy
- ------------------
DBC West/BMI markets its financial market services through telemarketing
and direct advertising in Investor's Business Daily, Barron's, Stocks and
Commodities, The Wall Street Journal and other print media, as well as radio
and spot advertising on the Consumer News and Business Channel ("CNBC") and
Cable News Network's CNNfn and banner advertisements on various web sites. In
addition, DBC has entered into numerous marketing alliances with brokerage
firms (e.g. Ameritrade, Dreyfus, Charles Schwab and Lind Waldock) whereby the
firms will market DBC's Internet-delivered products to their customers. DBC
West/BMI also offers free trial periods of approximately one month to induce
potential subscribers of these products to commit to a monthly payment plan
or a discounted one-year prepaid subscription. Most DBC West/BMI subscribers
sign monthly contracts that are automatically renewed if the customer does not
cancel, although the Company has recently signed more one-year service
agreements, due to the discounted prepayment plans. DBC uses similar efforts
to market its sports services. SporTrax is marketed under a licensing
agreement with The Sporting News, the nation's oldest weekly sports
publication. DBC also markets its products over the Internet on its own
Website, Marketwatch's Website and other popular Web sites.
CMS markets its BondEdge service through a dedicated sales force, product
demonstrations and trials and sponsorship of seminars and workshops on fixed
income analysis. Users typically sign monthly contracts which are
automatically renewed unless canceled. The Company is building its sales
force to begin marketing InSite services directly to the professional
investment community.
Marketwatch markets to potential users by advertising on CBS television and
radio and on other Web sites. Marketwatch employs a direct sales force to
reach advertisers and transaction partners.
Seasonality
- -----------
The Company has not experienced any material seasonal fluctuations in its
business. However, financial information market demand is largely dependent
upon activity levels in the securities markets. In the event that the U.S.
financial markets were to suffer a prolonged period of investor inactivity in
trading securities, the Company's business could be adversely affected. The
degree of such consequences is uncertain.
Backlog
- -------
Given the nature of the Company's businesses, DBC has no material backlog
orders.
Employees
- ---------
The Company employed 756 people as of August 31, 1998 (including 35 at BI and
LCN), none of whom are represented by a collective bargaining unit. The
Company believes that its relationship with employees is satisfactory.
Regulation
- ----------
The Federal Communications Commission ("FCC") regulates the broadcasting of
satellite, FM-SCA and other airwave transmissions in the United States. The
FCC has licensed ISN and BMI to transmit data from their uplink facilities in
Salt Lake City, Utah. Monitoring and compliance are carried out through the
space segment suppliers. Although the Company uses its FCC license to
<PAGE>
transmit data to third-party satellites for further transmission, the loss of
such license would not be expected to have a long-term material adverse effect
on the Company because of other transmission alternatives.
Executive Officers of the Registrant
- ------------------------------------
The following table contains information as of August 31, 1998 as to the
executive officers of the Company:
Name Age Office Held with Company
- ---- --- ------------------------
Alan J. Hirschfield 62 Co-Chief Executive Officer
Allan R. Tessler 61 Co-Chief Executive Officer
Mark F. Imperiale 47 President
Dwight H. Egan 45 Executive Vice President - Marketing
James A. Kaplan 55 President - CMS
ALAN J. HIRSCHFIELD and ALLAN R. TESSLER serve as Co-Chairmen of the Board and
Co-Chief Executive Officers of the Company.
Prior to joining DBC, Mr. Hirschfield served as Managing Director of Schroder
Wertheim & Co. and as a consultant to the entertainment and media industry.
He formerly served as Chief Executive Officer of Twentieth Century Fox Film
Corp. and Columbia Pictures Inc. from 1980 to 1985 and 1973 to 1978,
respectively. Mr. Hirschfield currently serves on the boards of Cantel
Industries, Inc., a manufacturer of infection control equipment and
distributor of diagnostic services, and Chyron Corporation, a manufacturer of
equipment used to enhance video and audio production.
Mr. Tessler has been Chairman of the Board and CEO of International Financial
Group, Inc. an international merchant banking firm, since 1987. He is also
Chairman of the Board of Enhance Financial Services Group Inc., a provider of
financial guaranty insurance and reinsurance, and Jackpot Enterprises, Inc. a
gaming machine and casino operator. He formerly served as Chairman of the
Board of Great Dane Holdings, Inc. From December 1991 through September 1993
Mr. Tessler was Chairman and CEO of Ameriscribe Inc. ("Ameriscribe"), a
national provider of facilities management services. Mr. Tessler also serves
on the boards of The Limited, Inc., a speciality retailer, and Allis-Chalmers
Corporation, a machine repair business.
MARK F. IMPERIALE was named as President, Chief Operating Officer and Chief
Financial Officer in September 1996, having served as Executive Vice President
and Chief Financial Officer since July 1994. Mr. Imperiale was formerly
Executive Vice President and Chief Financial Officer of Ameriscribe from May
1992 through October 1993, when Ameriscribe was acquired by Pitney Bowes Inc.,
and where he continued as a consultant through December 1993. Mr. Imperiale
spent the prior 10 years in the securities industry, as Senior Vice President
and Controller of Broker Dealer Operations for Prudential Securities, as a
Vice President of Merrill Lynch, and as a Vice President, Finance of the First
Boston Corporation. Mr. Imperiale, a certified public accountant, started his
career with Arthur Young & Company.
DWIGHT H. EGAN is co-founder, President and Chief Executive Officer of
Broadcast International, Inc. ("BII"), a subsidiary of the Company, and was
appointed Executive Vice President of Marketing for DBC in June 1998.
Acquired by DBC in 1995, BII supplies business information and communications
services to retail, financial and other business customers. Mr. Egan also
serves on the board of Gentner Communications, Inc., a provider of audio
communication equipment and services.
JAMES A. KAPLAN is Vice Chairman of the Board and founder and President of
CMS, a position he has held since 1979.
<PAGE>
Item 2. PROPERTIES
The Company owns no real estate but leases the following principal facilities:
Operating Square Current
Location Unit Feet Annual Rate Expiration
- -------- --------- ------ ----------- ----------
Hayward, CA DBC West (1) 60,158 $883,000 June 2013
Los Angeles, CA CMS 25,498 $785,000 October 2002
Midvale, UT ISN (2) 13,881 $252,000 October 2001
Salt Lake City, UT BMI (1) 19,492 $259,000 December 2003
New York, NY CMS 5,737 $192,000 October 2000
Washington, DC FNS 6,688 $225,000 July 2001
Midvale, UT ISN (2) 15,193 $90,000 February 1999
West Des Moines, IA AgCast 5,367 $80,000 May 1999
Las Vegas, NV Sports 5,969 $102,000 February 2002
London, England DBC West 3,000 $40,000 June 2002
Jackson, WY Corporate 1,230 $33,000 June 2001
West Orange, NJ Corporate 1,482 $30,000 December 1998
(1) Certain of this space has been sublet under agreements of various terms.
(2) Discontinued operation.
The Company also has approximately 7,700 square feet of property under lease
in various locations that was previously used by a former operation. The
leases expire no later than March 2000. In addition to the above facilities,
the Company maintains several other offices and facilities throughout the
United States, all of which are leased.
Item 3. LEGAL PROCEEDINGS
-----------------
Newman v. CheckRite of California, Inc., et al, CIV-S-93-1557-LKK/PAN. On
September 28, 1993, plaintiffs filed a complaint in the United States District
Court for the Eastern District of California, alleging violations of the
Federal Fair Debt Practices Act and the California Unfair Business Practices
Act. The allegations include charging check writers unauthorized fees for
returned checks and threatening litigation against check writers where none
was actually contemplated. The case was certified as a class action on August
2, 1996. The Company has negotiated a tentative settlement and is awaiting
the Court's final approval. If approved, management believes that the
settlement would not have a material effect on the financial condition or
results of operations of the Company.
There are no other material pending legal proceedings to which the Registrant
is a party, other than ordinary routine litigation incidental to the business.
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
---------------------------------------------------
Not applicable.
<PAGE>
PART II
Item 5. PRINCIPAL MARKET AND PRICES FOR REGISTRANT'S COMMON
---------------------------------------------------
EQUITY AND RELATED STOCKHOLDER MATTERS
--------------------------------------
Principal Market and Prices
- ---------------------------
The Company has two classes of authorized stock: 75 million shares of common
stock, $0.01 par value, of which 32,668,205 were outstanding as of September
18, 1998, and 5 million shares of preferred stock, $0.01 par value, none of
which has been issued.
The Company's common stock trades on The Nasdaq Stock Market ("Nasdaq") under
the symbol DBCC. The Company began trading under this symbol on June 29,
1992. As of September 18, 1998, there were 2,015 holders of record of the
Company's common stock, and the Company believes it had in excess of 10,000
beneficial owners of its common stock. The Company has paid no dividends, and
under the terms of certain indebtedness the Company is restricted from paying
dividends on its common stock (see Liquidity and Capital Resources under Item
7. Management's Discussion and Analysis of Financial Condition and Results of
Operations).
The range of high and low bid quotations for the common stock of DBC as
reported by Nasdaq for each quarterly period during the fiscal years ended
June 30, 1998 and June 30, 1997 is shown below.
High Low
---------- ---------
Fiscal Year 1998:
FIRST QUARTER (07/01/97 TO 09/30/97) $7 1/4 $4 3/4
SECOND QUARTER (10/01/97 TO 12/31/97) 8 5/16 4 7/8
THIRD QUARTER (01/01/98 TO 3/31/98) 6 5/8 4 1/4
FOURTH QUARTER (04/01/98 TO 06/30/98) 9 1/8 5
Fiscal Year 1997:
FIRST QUARTER (07/01/96 TO 09/30/96) $10 1/8 $6 1/2
SECOND QUARTER (10/01/96 TO 12/31/96) 9 1/4 6 5/8
THIRD QUARTER (01/01/97 TO 3/31/97) 8 5/8 5 3/8
FOURTH QUARTER (04/01/97 TO 06/30/97) 6 1/4 4 3/8
<PAGE>
Item 6. SELECTED FINANCIAL DATA
-----------------------
(In thousands, except per share amounts)
Year Ended June 30,
--------------------------------------------
1998 1997 1996 1995 1994
---- ---- ---- ---- ----
REVENUES $89,892 $92,478 $81,664 $74,243 $66,434
INCOME FROM OPERATIONS 5,434 9,174 12,432 8,245 7,826
INCOME FROM CONTINUING
OPERATIONS 2,993 5,396 9,088 16,365 4,358
NET INCOME (LOSS) (4,763) (18,279) 8,871 16,365 4,608
BASIC INCOME (LOSS) PER SHARE
INCOME FROM CONTINUING
OPERATIONS $.09 $.17 $.30 $.73 $.22
NET INCOME (LOSS) $(.15) $(.56) $.29 $.73 $.24
DILUTED INCOME (LOSS) PER SHARE
INCOME FROM CONTINUING
OPERATIONS $.09 $.16 $.28 $.67 $.19
NET INCOME (LOSS) $(.14) $(.54) $.27 $.67 $.20
WEIGHTED AVERAGE SHARES
BASIC 32,841 32,526 30,599 22,497 19,556
DILUTED 33,447 33,676 32,734 24,350 23,985
TOTAL ASSETS $127,001 $134,183 $153,967 $163,020 $72,446
LONG-TERM DEBT, LESS
CURRENT PORTION 500 1,500 2,558 8,903 11,079
STOCKHOLDERS' EQUITY 102,525 105,853 116,097 96,715 40,111
- - Operating results reflect the acquisition of CMS on January 31, 1994, the
sale of the assets of Shark Information Services Corp. effective May 1,
1995, and the acquisition of BMI on June 30, 1995.
- - Net loss in 1998 includes a loss of $6.1 million on the disposal of
discontinued operations, primarily due to the non-cash write-off of the net
assets of the business, net of a tax benefit.
- - Net loss in 1997 includes a loss of $21.3 million on the disposal of
discontinued operations, primarily due to the non-cash write-off of the net
assets of the businesses and the related tax expense.
- - Income from operations in 1996 includes a charge of $1.9 million related to
merger and consolidation costs. Net income also includes a non-recurring,
pre-tax benefit of $3.3 million attributable to proceeds received from
Consumer News and Business Channel ("CNBC") under a previous agreement and
an extraordinary loss of $0.2 million on the prepayment of debt.
- - Income from operations in 1995 includes a charge of $0.9 million related to
merger and consolidation costs. Net income also includes a non-recurring,
pre-tax benefit of $14.1 million attributable to proceeds received from CNBC
under a previous agreement and a non-recurring, pre-tax gain of $5.4 million
from the sale of the assets of Shark.
- - During the five-year period ended June 30, 1998, the Company paid no cash
dividends.
<PAGE>
Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
---------------------------------------------------------------
RESULTS OF OPERATIONS
---------------------
GENERAL
- -------
The Company's continuing operations include DBC West, Market Information
Corporation (operating under the trade name "BMI") and Capital Management
Sciences ("CMS"), which provide real-time stock market quotes, equity and
fixed income analytics, financial market information and news, access to
historical financial databases, and other information to individual investors,
traders and portfolio managers on a subscription basis. These operations also
provide sports information to sports enthusiasts and international news and
government transcripts to media, government agencies and corporations. The
Company distributes its services via the Internet or communication devices
that rely on FM subcarriers, satellite transmission, cable television systems
or telephone lines. Discontinued operations include Instore Satellite Network
("ISN") which delivers point to multipoint communication services, primarily
to retail merchants and business associations and Lawyers Communications
Network ("LCN"), a limited liability company formed with the American Bar
Association which provides continuing legal education and other information to
legal professionals. Substantially all of the assets of CheckRite
International, Inc. ("CRI"), a previously discontinued operation which
provided check recovery and check verification data and services to retail
merchants, were sold on May 1, 1998.
In October 1997, the Company formed Marketwatch.Com LLC ("Marketwatch"), a
joint venture with CBS Broadcasting, Inc. This venture has expanded the
Company's Internet business information site which now delivers a broad range
of financial news and information, including real-time and delayed market
prices of stocks, bonds, options and mutual funds and original news and
commentary from financial and market analysts, economists and reporters.
In the following discussion, all references to specific years refer to the
Company's fiscal year ending June 30, unless otherwise noted.
RESULTS OF OPERATIONS
- ---------------------
SELECTED FINANCIAL DATA ($ Thousands)
Year Ended June 30,
-----------------------------------
1998 1997 1996
---- ---- ----
Revenues
DBC West/BMI $67,544 $72,428 $65,879
CMS 20,150 18,919 15,785
Other* 2,198 1,131 -
------- ------- -------
89,892 92,478 81,664
Cost of services and sales 35,234 32,403 25,083
Selling, general and administrative:
Sales and marketing 18,221 19,799 18,305
General and administrative 14,367 16,691 12,929
Depreciation and amortization:
Equipment and leasehold improvements 9,622 8,581 7,119
Goodwill 3,728 3,548 2,385
Software development and other 2,246 2,282 1,498
Other items 1,040 - 1,913
------- ------- -------
Income from operations $5,434 $9,174 $12,432
====== ====== =======
Income (loss) from operations by unit
DBC West/BMI $11,133 $15,355 $15,511
CMS 6,094 5,288 4,215
Other initiatives* (7,212) (8,037) (2,569)
Corporate and unallocated (3,541) (3,432) (2,812)
Other items (1,040) - (1,913)
------ ------- -------
$5,434 $9,174 $12,432
====== ======= =======
*New product and infrastructure development initiatives including AgCast and
InSite.
<PAGE>
In the third quarter of 1997 the Company adopted a plan to dispose of its CRI
and ISN businesses. In the second quarter of 1998 DBC adopted a plan to
dispose of its interest in LCN due to the disappointing pace of subscriber
additions.
The results of operations for these businesses have been reported as
discontinued operations. The loss from discontinued operations was $23.7
million ($0.70 per diluted share) for 1997 and $7.8 million ($0.23 per diluted
share) for 1998. These losses were primarily due to the non-cash write-off of
the net assets of the businesses and the related tax expense. Prior to the
initial write-off, the net assets included $34.2 million of unamortized
goodwill. The ISN operations have continued to generate positive operating
cash flow and are expected to do so until they are sold. LCN is expected to
draw cash from the Company's other operations until its disposal.
1998 versus 1997
Revenues from continuing operations decreased by $2.6 million (3 percent),
primarily reflecting declines in net subscribers of FM and cable-delivered
services and the impact of transitioning the Company's individual investor
business to predominantly Internet-delivered products. Further, the Company's
Internet-delivered services are typically provided at lower prices than the
comparable broadcast products. Revenues from other initiatives increased by
$1.1 million as increases in AgCast and InSite were partially offset by the
loss of revenues from the Online business unit which DBC contributed to
Marketwatch.
Operating income decreased by $3.7 million, due in part to the revenue
decline, coupled with increases in compensation costs for technical personnel,
occupancy costs, additional Internet communication lines and depreciation of
equipment for Internet delivery and redundancy. Operating losses for new
initiatives in the current year were slightly lower, at $7.2 million versus
$8.0 million last year, largely due to revenue increases for the new services.
Also included in 1998 operating income were $1.0 million of other charges,
including professional fees related to potential acquisitions and the
organization of Marketwatch, moving certain operations in California and the
settlement of a sales tax audit.
Losses from joint ventures in the current year include results from
Marketwatch.
Included in other expense in 1997 was a $0.7 million charge associated with
the settlement of class action litigation. In 1998, the Company recorded a
benefit of $0.2 million, due to the positive resolution of certain
contingencies included in the 1997 charge and the 1998 settlement of other
litigation in the Company's favor.
Also included in 1997 were $1.0 million in non-recurring gains associated with
previous transactions involving Shark Information Services Corp. ("Shark") and
the Consumer News and Business Channel ("CNBC"), further described below.
Interest income (expense), net increased by $0.3 million due to lower levels
of bank debt and higher cash balances, attributable to overall positive cash
flow and the receipt of $15.5 million in May 1998 from the sale of CRI.
The effective tax rate for 1998 was approximately 45 percent. This was
significantly higher than 1997 due to the impact of nondeductible goodwill
amortization on a lower level of pretax income from continuing operations.
Net income from continuing operations in 1998 was $3.0 million, equal to $0.09
per share, including $0.12 per share in net expenses for new product
initiatives. Net income from continuing operations in 1997 was $5.4 million,
equal to $0.17 and $0.16 per basic and diluted share, respectively. The 1997
results included $0.14 per share in net expenses for new product and
infrastructure initiatives and a $0.01 per share charge for the settlement of
class action litigation. Basic and diluted shares were flat as shares issued
for acquisitions and the exercise of stock options were offset by the
Company's stock buyback program.
1997 versus 1996
Revenues from continuing operations grew by $10.8 million (13 percent) due to
growth at all operations. Of this growth, $4.5 million was due to the
acquisitions of Federal News Service, Instant Odds Network and Las Vegas
Sports Consultants. Subscription revenues at DBC West/BMI increased but were
partially offset by a decline in service initiation fees. This decline
resulted from the Company's program to discount these fees in exchange for
<PAGE>
subscription prepayments on annual contracts. CMS' revenues grew 20 percent
from $15.8 million to $18.9 million due to growth in its BondEdge service.
Income from operations, excluding $1.9 million of costs in 1996 incurred with
the acquisition of Broadcast International, Inc. ("BII"), decreased from $14.3
million to $9.2 million. The decrease was primarily due to (i) development
activities for AgCast and the Company's Online services, (ii) initial stage
marketing and development activities for BondVu and (iii) market repositioning
for the Company's Signal, QuoTrek and BMI products. In total the Company
expensed $8.0 million for these activities in 1997, net of $1.1 million of
revenues, as compared with $2.6 million for similar activities in 1996.
A substantial portion of the increase in expenses was attributable to the
aquisitions and the development initiatives. Of the $7.3 million increase in
cost of services and sales, $1.9 million and $1.5 million were due to
acquisitions and development initiatives, respectively. Of the $5.3 million
increase in selling, general and administrative expenses, $0.9 million and
$4.3 million were caused by the acquisitions and development activities,
respectively. Finally, $1.1 million and $0.7 million of the depreciation and
amortization increase was attributable to the acquisitions and development
initiatives, respectively.
Other increases to cost of services and sales are largely attributable to
higher compensation and benefits costs and data acquisition and distribution
expenses. Other increases in depreciation and amortization are due to: (i)
higher depreciation due to the purchase of fixed assets in 1997 and 1996; (ii)
higher amortization of software development due to the development of BondVu,
AgCast, BondEdge for Windows and Signal for Windows in 1997 and 1996; and
(iii) higher goodwill amortization due to the accrual of the contingent
earnout payments for CMS.
Also included in 1997 were 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) pre-tax benefits of $1.0 million related to the 1995 sale of
substantially all of the assets of Shark and proceeds received in 1996 from
CNBC, and (iii) a pre-tax charge of $0.7 million related to the settlement of
class action litigation. 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 pre-tax benefit of the CNBC transaction
in 1996 was $3.3 million, and resulted from the arbitration of matters related
to CNBC's purchase of certain media assets in 1991.
In addition to the $0.6 million write-off noted above, the Company incurred
$0.2 million of equity losses on its joint venture investment in Hong Kong in
1997, prior to the write-off, compared to equity losses of $0.8 million
in 1996. Interest income (expense), net increased by $0.4 million despite
lower cash balances, due primarily to the refinancing and prepayment of bank
debt in late 1996.
The effective tax rate for 1997 was approximately 39 percent, similar to the
rate in 1996.
Net income from continuing operations for 1997 was $5.4 million, equal to
$0.17 per basic share and $0.16 per diluted share, including $0.14 per share
in net expenses for new product and infrastructure initiatives and a $0.01 per
share charge for the settlement of class action litigation. Net income from
continuing operations in 1996 was $9.1 million, or $0.30 per basic share and
$0.28 per diluted share, including a $0.06 per share benefit from the CNBC
proceeds and $0.05 per share in net expenses for new product and
infrastructure initiatives. Basic and diluted weighted average shares
outstanding grew by six percent and three percent, respectively, principally
due to the shares issued for the acquisitions of Check Network, Las Vegas
Sports Consultants, and Federal News Service, and the exercise of stock
options, partially offset by the Company's stock buyback program.
LIQUIDITY AND CAPITAL RESOURCES
- -------------------------------
Cash provided by operating activities was $15.9 million, $20.4 million and
$22.7 million in 1998, 1997 and 1996, respectively. The decrease from 1997 to
1998 was mainly due to lower operating earnings and the payment of income
taxes on the gain on the sale of CRI. The decrease from 1996 to 1997 was
largely caused by expenses incurred for new product introductions and
infrastructure development initiatives.
DBC received $15.5 million in 1998 from the sale of substantially all of the
assets of CRI. The Company invested $3.2 million in its Marketwatch and
Internet Financial Network ("IFN") joint ventures. The Marketwatch joint
venture agreement requires the Company to pay $2.0 million in capital
contributions, of which $1.0 million was paid in 1998 and $1.0 million is
<PAGE>
expected to be paid in October 1998. Additionally, DBC is required to lend
Marketwatch up to $5.0 million under a revolving credit agreement expiring
on October 29, 1998.
DBC's capital expenditures continue to decrease as the Company's business
shifts to Internet-delivered services which require less Company-owned
equipment. This trend is expected to continue in 1999. Capitalized software
development costs totaled $2.1 million in 1998, mainly for the development of
updated versions of AgCast and InSite and enhancements to BondEdge.
In 1997, the Company used $6.2 million for acquisitions, including contingent
earnout payments associated with the CMS acquisition and the purchase of
Instant Odds Network. Capitalized software development costs were primarily
due to the development of BondEdge, BondVu and AgCast. The joint venture
investments of $1.8 million related to DBC's
activities in Hong Kong and IFN.
In 1996, the Company used $18.5 million to complete the acquisition of BII,
make contingent earnout payments associated with the CMS acquisition and
acquire a former CRI franchisee. DBC received $3.1 million from CNBC, net of
payments to claimholders. Capitalized software development costs of $1.8
million were substantially attributable to the development of BondEdge and
BondVu at CMS and Marketwatch at DBC West. The Company also collected $1.3
million associated with the 1995 sale of the assets of Shark.
In 1998, the Company paid down $1.1 million of long-term debt and purchased
0.2 million shares of treasury stock for $0.9 million. Only 0.2 million stock
options were exercised, generating $0.7 million.
In 1997, the Company used $3.8 million to pay down long-term debt, of which
$2.7 million was associated with the acquisition of CMS. The exercise of 1.5
million stock options generated $4.9 million and $8.8 million was used to
purchase treasury shares in a repurchase program announced in November 1996.
The Company received cash of $6.6 million from the exercise of 2.1 million
stock options in 1996. DBC received $3.5 million in 1996 from a new debt
agreement and used $13.2 million to pay off existing bank debt.
Subsequent to year end, the Company has continued to buyback its own shares.
The Company is authorized to buy up to 2,000,000 shares, of which 1,821,000
had been purchased through September 25, 1998.
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 June 30, 1998, the
Company was in compliance with these covenants.
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 of the Company.
BUSINESS DEVELOPMENT AND OUTLOOK
- --------------------------------
During 1998, the Company introduced InSite, a real-time information system for
the institutional investment community, utilizing Internet push delivery
technology to deliver real-time quotes, fixed income analytics, advanced
technical charting, exclusive news and commentary, SEC filings and historical
information.
Revenues in 1998 from InSite were not significant but are expected to be
substantial in the future. The Company expects to continue to commit its
resources to the development of new services. Management expects such
development efforts to be financed through cash generated from operations.
Subsequent to year-end, the Company completed its acquisition of substantially
all of the assets of the Global Treasury Information Services division
of Automatic Data Processing, Inc. ("GTIS") for $3.8 million in cash. GTIS
provides real-time domestic and international fixed income, foreign exchange,
money market and precious metal information to institutional, corporate and
consumer clients worldwide.
Demand for financial market information is largely dependent upon activity
levels in the securities markets. 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.
<PAGE>
INCOME TAXES
- ------------
Under current accounting requirements, the Company recognizes future tax
benefits or expenses attributable to its temporary differences, net operating
loss carryforwards and tax credit carryforwards. Recognition of deferred tax
assets is subject to the Company's determination that realization is more
likely than not. As of June 30, 1998, the Company has recorded $13.1 million
of net deferred tax assets, net of a valuation allowance of $2.6 million and
deferred tax liabilities of $1.1 million. Based on taxable income
projections, management believes that the recorded net deferred tax assets
will be realized.
INFLATION
- ---------
Although management believes that inflation has not had a material effect on
the results of its operations during the past three years, there can be no
assurance that the Company's results of operations will not be affected by
inflation in the future.
YEAR 2000
- ---------
The Company has substantially completed a comprehensive review of its
products, information systems and critical suppliers to identify those that
may be affected by the year 2000 ( Y2K ) issue. The Company s Y2K status is
as follows:
- - Most of the Company s products and networks are substantially Y2K compliant
already. However, there are also a few older products with a small number
of subscribers that are not Y2K compliant and will not be supported beyond
December 31, 1999. The Company will inform those customers affected and
will try to meet the customers needs with another DBC product.
- - The Company has sought compliance statements from each of its significant
suppliers, most of which have provided positive assurances regarding their
compliance. DBC will continue to work with those who are not yet Y2K
compliant.
- - In the normal course of business, the Company is replacing its
administrative systems for accounting, billing and customer management.
The new systems will be fully Y2K compliant and will cost approximately
$2.5 million, most of which will be capitalized as fixed assets. At June
30, 1998, approximately $1.2 million has been capitalized. These costs
were capitalized because they related to the implementation of new systems
which include substantial new functionality in addition to being Y2K
compliant.
All historical and future costs have been and will continue to be funded out
of existing cash and cash flows from operations.
The Company has developed certain contingency options that are available in
the event of a Y2K failure. For example, if any of the satellites that are
used by DBC s financial network were to fail, it is possible that the Company
could shift all of its satellite customers to its Internet-based products. In
another example, if one data provider fails, it is possible that there is
another data provider that provides substantially similar information that
could be integrated into DBC s data feed. There are certainly no foolproof
contingency plans that cover every possible failure. However, the Company
will continue to develop potential solutions so that it is as prepared as
possible in the event of a failure. In addition, the Company will continue to
work with its insurers so that it effectively manages its financial risk in
the event of a business interruption.
Based upon currently available information, management has no reason to
believe that the Company will not meet its compliance goals and does not
anticipate that the cost of effecting Y2K compliance will have a material
impact on the Company s financial condition, results of operations or
liquidity. Nevertheless, achieving Y2K compliance is dependent upon many
factors, some of which are not completely within the Company s control.
Should either the Company s internal systems or the internal systems of one or
more of its critical vendors fail to achieve Y2K compliance, the
Company s business and its results of operations could be adversely affected.
FORWARD-LOOKING STATEMENTS
- --------------------------
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
<PAGE>
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 effect the
operations, performance, development and results of the Company's business
include the following:
- - The presence of competitors with greater financial resources and their
strategic response to the Company's new services.
- - The acceptance of the Internet as a valid real-time distribution platform
by institutional customers.
- - The ability of the Company to broaden its subscriber base with less
expensive but valuable services.
- - The potential obsolescence of the Company's services due to the
introduction of new technologies.
- - Activity levels in the securities markets.
<PAGE>
Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
-------------------------------------------
Financial Statements: Page
----
Report of Independent Accountants 20
Consolidated Statements of Operations 21
Consolidated Balance Sheets 22
Consolidated Statements of Cash Flows 23
Consolidated Statements of Stockholders' Equity 24
Notes to Consolidated Financial Statements 25
Quarterly Financial Information (Unaudited) 34
Supplemental Schedule:
Report of Independent Accountants 35
Financial Statement Schedule 36
<PAGE>
Report of Independent Accountants
---------------------------------
To the Board of Directors and Stockholders
of Data Broadcasting Corporation:
In our opinion, the accompanying consolidated balance sheets and the related
consolidated statements of operations, stockholders' equity and cash flows
present fairly, in all material respects, the financial position of Data
Broadcasting Corporation and its subsidiaries at June 30, 1998 and 1997, and
the results of their operations and their cash flows for each of the three
years in the period ended June 30, 1998, in conformity with generally accepted
accounting principles. These financial statements are the responsibility of
the Company's management; our responsibility is to express an opinion on these
financial statements based on our audits. We conducted our audits of these
statements in accordance with generally accepted auditing standards which
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, assessing the accounting principles
used and significant estimates made by management and evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for the opinion expressed above.
/s/ PricewaterhouseCoopers LLP
Salt Lake City, Utah
August 13, 1998
<PAGE>
DATA BROADCASTING CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share data)
Year Ended June 30,
----------------------------------
1998 1997 1996
---- ---- ----
REVENUES $89,892 $92,478 $81,664
COSTS AND EXPENSES
Cost of services and sales 35,234 32,403 25,083
Selling, general and administrative 32,588 36,490 31,234
Depreciation and amortization 15,596 14,411 11,002
Other items 1,040 - 1,913
------- ------- ------
Total costs and expenses 84,458 83,304 69,232
------- ------- -------
INCOME FROM OPERATIONS 5,434 9,174 12,432
Gain on sale of Shark - 703 -
Equity in loss of joint ventures (619) (828) (752)
Interest income (expense), net 652 313 (135)
Other income (expense), net (7) (702) 321
------- ------- -------
INCOME BEFORE REORGANIZATION ITEMS 5,460 8,660 11,866
CNBC proceeds, net of obligations - 249 3,299
------- ------- -------
INCOME BEFORE INCOME TAXES 5,460 8,909 15,165
Provision for income taxes 2,467 3,513 6,077
------- ------- -------
INCOME FROM CONTINUING OPERATIONS 2,993 5,396 9,088
Income (loss) from discontinued operations,
including taxes (7,756) (23,675) 8
Extraordinary loss on debt prepayment,
net of tax - - (225)
------- ------- -------
NET INCOME (LOSS) $(4,763) $(18,279) $ 8,871
======= ======= =======
INCOME (LOSS) PER SHARE:
Basic -Income from continuing operations $0.09 $0.17 $0.30
-Loss from discontinued operations (0.24) (0.73) -
-Extraordinary loss on
debt prepayment - - (0.01)
------- ------- -------
Net income (loss) $(0.15) $(0.56) $0.29
======= ======= =======
Diluted -Income from continuing operations $0.09 $0.16 $0.28
-Loss from discontinued operations (0.23) (0.70) -
-Extraordinary loss on
debt prepayment - - (0.01)
------- ------- -------
Net income (loss) $(0.14) $(0.54) $0.27
======= ======= =======
See accompanying notes to consolidated financial statements.
<PAGE>
DATA BROADCASTING CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(In thousands, except for number of shares)
June 30,
-----------------------
1998 1997
---- ----
ASSETS
- ------
Current Assets:
Cash and cash equivalents $26,256 $10,524
Accounts receivable, net of allowance for
doubtful accounts of $1,366 and $1,982 7,478 9,366
Income taxes receivable 1,161 300
Net assets of discontinued operations 1,180 27,360
Prepaid expenses and other current assets 885 716
-------- --------
Total Current Assets 36,960 48,266
Property and equipment, net 17,369 18,337
Software development costs, net of accumulated
amortization of $6,037 and $4,467 4,794 4,918
Goodwill, net of accumulated amortization
of $11,957 and $8,229 46,093 48,279
Deferred tax assets, net of valuation allowance 14,195 10,944
Other non-current assets 7,590 3,439
-------- --------
TOTAL ASSETS $127,001 $134,183
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
- ------------------------------------
Current Liabilities:
Accounts payable $6,798 $4,963
Accrued liabilities 5,462 6,340
Deferred tax liabilities 1,075 5,705
Current maturities of long-term debt 1,000 1,000
Other current liabilities 733 869
-------- --------
15,068 18,877
Deferred revenue 7,545 6,759
-------- --------
Total Current Liabilities 22,613 25,636
Long-term debt 500 1,500
Other non-current liabilities 1,363 1,194
-------- --------
TOTAL LIABILITIES 24,476 28,330
-------- --------
Commitments and contingencies
Stockholders' Equity:
Common stock, $0.01 par value:
Authorized - 75,000,000 shares: Issued and
Outstanding - 32,989,923 Shares in 1998
and 32,709,162 Shares in 1997 345 341
Additional paid-in capital 101,241 99,325
Retained earnings 10,049 14,812
Treasury stock (9,110) (8,625)
------- -------
TOTAL STOCKHOLDERS' EQUITY 102,525 105,853
------- -------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $127,001 $134,183
======== ========
See accompanying notes to consolidated financial statements.
<PAGE>
DATA BROADCASTING CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
Year Ended June 30,
----------------------------------
1998 1997 1996
---- ---- ----
CASH FLOWS PROVIDED BY (USED IN)
OPERATING ACTIVITIES:
Net income (loss) $(4,763) $(18,279) $8,871
Adjustments to reconcile net income (loss)
to net cash provided by operating activities:
Depreciation and amortization 20,067 19,845 16,621
Write-down of net assets of
discontinued operations, including
taxes 6,109 21,264 -
Deferred tax provision (2,971) 81 2,245
Provision for losses on accounts
receivable 2,359 2,333 2,120
Equity in loss of joint ventures 619 828 752
Gain on sale of Shark - (703) -
CNBC proceeds, net of obligations
and taxes - - (1,847)
Other non-cash items, net 516 291 1,123
Changes in operating assets and
liabilities, net of acquisitions
and divestitures:
Accounts receivable (1,352) (4,257) (5,548)
Income taxes payable (1,957) 1,000 (1,108)
Accounts payable and accrued
liabilities (1,824) (399) (3,815)
Deferred revenue 562 367 (743)
Other assets and liabilities, net (1,424) (1,950) 4,056
------- -------- -------
NET CASH PROVIDED BY OPERATING ACTIVITIES 15,941 20,421 22,727
------- -------- -------
CASH FLOWS PROVIDED BY (USED IN) INVESTING ACTIVITIES:
Proceeds from the sales of businesses 15,500 - 1,331
Purchase of property and equipment (9,122) (11,693) (14,718)
Investment in joint ventures (3,168) (1,818) (1,370)
Capitalized software development costs (2,052) (2,158) (1,805)
Cash paid for acquisitions, net of
cash acquired (198) (6,155) (18,478)
Receipt of contingent payments from CNBC - - 7,738
Payments to claimholders from CNBC proceeds - - (4,649)
Other, net 98 34 (161)
------- ------- -------
NET CASH PROVIDED BY (USED IN)
INVESTING ACTIVITIES 1,058 (21,790) (32,112)
------- ------- -------
CASH FLOWS PROVIDED BY (USED IN) FINANCING ACTIVITIES:
Payments of long-term debt and
capital lease obligations (1,053) (3,807) (13,204)
Purchase of treasury stock (908) (8,835) -
Exercise of stock options and warrants 714 4,896 6,634
Issuance of long-term debt - - 3,500
Other, net (20) (28) (343)
------- ------- -------
NET CASH USED IN FINANCING ACTIVITIES (1,267) (7,774) (3,413)
------- ------- -------
NET INCREASE (DECREASE) IN CASH AND
CASH EQUIVALENTS 15,732 (9,143) (12,798)
CASH AND CASH EQUIVALENTS AT BEGINNING
OF PERIOD 10,524 19,667 32,465
------- ------- -------
CASH AND CASH EQUIVALENTS AT END OF
PERIOD $26,256 $10,524 $19,667
======= ======= =======
See accompanying notes to consolidated financial statements.
<PAGE>
DATA BROADCASTING CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
(In thousands, except for number of shares)
Common Stock Additional Total
Shares Paid-In Retained Treasury Stockholders'
Outstanding Amount Capital Earnings Stock Equity
----------- ------ ------- -------- -------- -------------
BALANCE AT
JUNE 30, 1995 29,272,677 $293 $72,202 $24,220 $96,715
Exercise of stock
options and
warrants 2,065,528 20 6,591 - 6,611
Tax benefit from
exercise of
stock options - - 3,900 - 3,900
Other (221) - - - -
Net income - - - 8,871 8,871
---------- ---- ------- ------- -------
BALANCE AT JUNE
30, 1996 31,337,984 313 82,693 33,091 116,097
Issuance of stock
for acquisitions 1,263,747 14 10,772 - 10,786
Exercise of stock
options and
warrants 1,525,347 14 4,882 - 4,896
Tax benefit from
exercise of stock
options - - 1,188 - 1,188
Purchase/retirement
of treasury stock (1,417,916) - (210) - $(8,625) (8,835)
Net loss - - - (18,279) - (18,279)
---------- ---- ------ ------- ------ -------
BALANCE AT JUNE
30, 1997 32,709,162 341 99,325 14,812 (8,625) 105,853
Issuance of stock
for acquisitions 280,291 3 1,363 - - 1,366
Exercise of stock
options and
warrants 179,745 2 712 - - 714
Tax benefit from
exercise of stock
options - - 263 - - 263
Purchase/retirement
of treasury stock (179,275) (1) (422) - (485) (908)
Net loss - - - (4,763) - (4,763)
---------- ---- ------- ------ ----- -------
BALANCE AT JUNE
30, 1998 32,989,923 $ 345 $101,241 $10,049 $(9,110) $102,525
========== ==== ======= ====== ====== =======
See accompanying notes to consolidated financial statements.
<PAGE>
DATA BROADCASTING CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Nature of Business - Data Broadcasting Corporation and subsidiaries
------------------
(the "Company" or "DBC") currently operates in one business segment,
providing a variety of actionable market data and news to its
subscribers. This data consists of real-time stock market quotes,
equity and fixed income analytics, financial market and governmental
information and news and access to historical financial databases and
sports information.
DBC's customer base consists mainly of individual investors, traders and
institutional portfolio managers. Customers are located principally in
North America, with additional customers in Europe, Hong Kong and the
Middle East.
Demand for financial market information is largely dependent upon
activity levels in the securities markets. 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.
Principles of Consolidation - The consolidated financial statements
---------------------------
include the results of the Company and all majority-owned subsidiaries.
All significant intercompany accounts and transactions have been
eliminated.
Cash and Cash Equivalents - The Company considers all highly liquid
-------------------------
temporary cash investments with original maturities of three months or
less to be cash equivalents.
Property and Equipment - Fixed assets are recorded at cost and are
----------------------
depreciated using the straight-line method over their estimated useful
lives ranging from three to ten years. Leasehold improvements are
recorded at cost and are depreciated using the straight-line method over
the shorter of their useful lives or the remaining lease term. During
fiscal 1998, the Company adopted Statement of Position 98-1, "Accounting
for Costs of Computer Software Developed or Obtained for Internal Use".
This pronouncement requires the capitalization of internal use software
under certain circumstances. The Company capitalized approximately
$1,201,000 during the year ended June 30, 1998, primarily related to the
purchase and development of new computer systems.
Software Development Costs - The Company capitalizes certain costs
--------------------------
incurred to produce certain software used by subscribers to access,
manage and analyze information in the Company's databases. Such costs,
including coding, testing and product quality assurance, are capitalized
once technological feasibility has been established. Amortization is
computed on a case-by-case basis over the estimated economic life of the
software, which ranges from three to five years. In fiscal 1998, 1997
and 1996, such amortization amounted to approximately $2,176,000,
$2,023,000 and $1,239,000 respectively.
Goodwill - Goodwill represents the excess of the cost of acquisitions
--------
over the fair value of the net assets acquired and is being amortized on
a straight-line basis over 5 to 25 years. At each balance sheet date
management assesses whether there has been a permanent impairment in the
value of these assets. If the carrying value of goodwill exceeds the
undiscounted future cash flows from operating activities of the related
businesses, a permanent impairment is deemed to have occurred. In this
event, the assets would be written down to an amount equivalent to the
discounted future cash flows from operating activities of the related
businesses.
Revenue Recognition - Prepaid subscription revenue is deferred and
-------------------
recorded as revenue on a straight-line basis over the term of the
subscription agreement. One-time service initiation fees are recognized
as revenue when billed to the extent that no future performance
obligations exist and such fees do not exceed direct selling costs,
which are expensed as incurred. In fiscal 1998, 1997 and 1996 such fees
aggregated approximately $4,293,000, $5,300,000 and $6,500,000
respectively, and did not exceed direct selling costs.
Research and Development Costs - Expenditures for research and
------------------------------
development are expensed as incurred. The Company expensed
approximately $8,400,000, $7,100,000 and $4,300,000 in research and
development costs during the years ended June 30, 1998, 1997 and 1996,
respectively, including maintenance and upgrading of existing products,
development of new products and development of internal systems.
Stock-Based Compensation - The Company follows Account Principles
------------------------
Board Opinion No. 25, "Accounting for Stock Issued to Employees" ("APB
No. 25") in accounting for its employee stock options, rather than the
fair value method of accounting provided under Statement of Financial
Accounting Standards No. 123, "Accounting for Stock-Based Compensation"
("SFAS No. 123"). Under APB No. 25, the Company does not recognize
compensation expense on stock options granted to employees because the
exercise price of each option is equal to the market price of the
underlying stock on the date of the grant.
Income Taxes - Should there be a need to increase the deferred tax
------------
valuation allowance in the future, a charge to income tax expense will
<PAGE>
be required. However, in the event there is a need to decrease the
valuation allowance, Statement of Position 90-7, "Financial Reporting by
Entities in Reorganization Under the Bankruptcy Code" ("SOP 90-7")
requires a direct addition to stockholders' equity. This treatment only
applies to the deferred tax assets and related valuation allowance
applicable to items that arose prior to June 26, 1992, the effective
date of the reorganization plan of the Company's predecessor. As of
June 30, 1998, the entire valuation allowance is related to such items.
Earnings per Share - In the second quarter of fiscal 1998, the Company
------------------
adopted Statement of Financial Accounting Standards No. 128, "Earnings
per Share". Earnings per share presented for prior periods have been
restated to conform to the new presentation. Below is a reconciliation
of shares outstanding (in thousands) between the basic and diluted
calculations for each period.
1998 1997 1996
---- ---- ----
Basic shares 32,841 32,526 30,599
Stock options and warrants 606 1,150 2,135
------ ------ ------
Diluted shares 33,447 33,676 32,734
====== ====== ======
Accounting Estimates - The preparation of financial statements in
--------------------
conformity with generally accepted accounting principles requires
management to make estimates and assumptions that affect amounts
reported in the financial statements. Actual results could differ from
those estimates.
Reclassifications - Certain prior year amounts have been reclassified
-----------------
to conform with the current year's presentation.
Segment Information - In June 1997, the Financial Accounting Standards
-------------------
Board ("FASB") issued Statement of Financial Accounting Standards No.
131, "Disclosure about Segments of an Enterprise and Related
Information", which will be effective for DBC's fiscal 1999. FASB No.
131 establishes standards for the disclosure of operating segment
information. The Company has not finalized its analysis to determine if
additional disclosure will be required.
2. OTHER NON-CURRENT ASSETS
Other non-current assets primarily consists of the Company's advances to
Internet Financial Network, a note receivable from an employee (as
described in Note 3), advances to Marketwatch.Com, LLC ("Marketwatch")
and the compensating balance requirement further described in Note 8.
On October 29, 1997, the Company formed Marketwatch, a 50-50 joint
venture with CBS Broadcasting, Inc. ("CBS"). The new venture was
created to expand the Company's Internet business information site for
individual investors, business professionals and the general public.
The Company is obligated to contribute to Marketwatch customer contracts
and technology from its Internet business and $2 million in cash over
two years, of which $1 million was provided during fiscal 1998. CBS
will provide on-air promotions, programming and advertising over a
five-year period in return for its ownership position. DBC accounts
for Marketwatch under the equity method and recorded losses of
$576,000 during fiscal 1998.
There are several other agreements between the Company, Marketwatch and
CBS, including an agreement for CBS to license its name and logo to
Marketwatch. Additionally, DBC is required to lend Marketwatch up to
$5,000,000 under a revolving credit agreement expiring October 29, 2000.
As of June 30, 1998, $1,543,000 had been advanced under this provision.
In fiscal 1998 and 1997, the Company recorded pre-tax charges of
$43,000 and $606,000, respectively, to write-off its investment
in a joint venture in Hong Kong and an additional $222,000 of equity
losses in fiscal 1997 from this investment. The Company and its joint
venture partner concluded that its core product should be
discontinued, given the lack of acceptance in the market.
3. ACQUISITIONS
Effective July 1, 1996, the Company acquired by merger all of the
outstanding common stock of Las Vegas Sports Consultants, Inc. ("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
<PAGE>
odds from six major casinos in Las Vegas. The agreement contains a
contingent earnout provision, payable in the Company's common stock,
based upon the results of operations of ION for the three-year period
ending June 30, 1999.
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 the Company's common stock,
valued at $6,650,000. FNS provides verbatim transcripts of major
federal government hearings to news organizations, political
associations and corporations around the world. The agreement also
provided for a contingent earnout, based upon FNS' results of operations
for the year ended October 31, 1997. In March 1998, the Company made a
contingent earnout payment of $1,499,000, comprising $133,000 in cash
and approximately 280,000 shares of DBC common stock, valued at
$1,366,000.
In conjunction with this acquisition, the Company agreed to loan an
executive of FNS ("Executive"), up to $1,845,000. The loan initially
bore interest at nine percent and was collateralized by certain of the
Executive's stock holdings, which included no less than 300,000 shares
of DBC common stock. The loan was to be payable from the FNS earnout.
In February 1998, the loan agreement was amended to reflect total
borrowings, including accrued interest, of approximately $2,489,000, a
reduction in the prospective annual interest rate to six percent, a
monthly repayment of $50,000 for approximately 57 months and an increase
in the number of shares of DBC common stock held as collateral to
approximately 534,000. As of June 30, 1998, the loan balance is
$2,337,000, including accrued interest, of which $472,000 is included in
Prepaid expenses and other current assets and $1,865,000 is included in
Other non-current assets. The total shares of DBC common stock held as
collateral as of June 30, 1998 is 404,878.
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, which was merged into CheckRite International
("CRI"), provides check recovery services. Effective January 1, 1996,
CRI acquired all of the outstanding stock of Northwest CheckRite, Inc.,
("NCI") a former franchisee of CRI, for $1,200,000. As noted below,
substantially all of the assets of CRI were sold during fiscal 1998,
including the CN and NCI operations.
The above transactions have been accounted for as purchases and goodwill
is being amortized over 5 to 25 years using the straight-line method.
The acquisitions of LVSC, ION, FNS, CN and NCI did not have a material
effect on the results of operations in the year of acquisition.
Accordingly, no pro forma results have been presented.
In connection with the acquisition of Broadcast International, Inc.
("BII") on June 30, 1995, management developed and implemented certain
restructuring plans. The estimated cost of these actions as of June 30,
1995 was approximately $1,369,000 and was accrued in purchase
accounting. During fiscal 1996, the Company increased the estimated
cost by approximately $505,000. During fiscal 1998, 1997, and 1996 the
Company charged approximately $224,000, $400,000 and $1,017,000,
respectively, of severance and lease costs against this accrual. In
addition to the restructuring actions, the Company recorded certain
other assets and liabilities in purchase accounting. During fiscal
1996, DBC wrote off additional assets and increased certain liabilities
in the aggregate amount of approximately $659,000. These adjustments
were recorded as an increase to goodwill and are being amortized over
the remaining life of goodwill.
4. DISCONTINUED OPERATIONS
Effective March 31, 1997, the Company adopted a plan to sell its CRI and
Instore Satellite Network ("ISN") businesses which had historically made
up the Company's Business Services segment. Accordingly, these
businesses have been accounted for as discontinued operations in the
accompanying financial statements. On May 1, 1998, the Company
consummated the sale of substantially all of the assets of CRI for
$15,500,000 in cash.
The initial estimated loss on the disposal of CRI and ISN was
$21,264,000 (including taxes of $8,231,000), consisting of an estimated
loss on disposal of the business of $20,653,000 and a provision of
$611,000 for anticipated operating losses until disposal. This loss
resulted primarily from the non-cash write-off of the net assets of the
businesses. Prior to the write-off, the net assets included $34,239,000
of unamortized goodwill. The ISN operations have continued to generate
positive operating cash flows. Estimated costs associated with these
disposals, including taxes, have been recorded as accrued liabilities.
Although DBC held discussions with potential buyers of ISN, there was no
assurance that a transaction would be completed. Therefore, in the
second quarter of fiscal 1998, the Company recorded a second charge for
ISN. The additional charge amounted to $5,202,000, including a net tax
benefit of $3,006,000. This additional loss was primarily a non-cash
writedown of net assets to adjust the carrying value of ISN to the net
present value of the expected cash flow from its current customer
contracts, net of related service costs.
In February 1998, the Company adopted a plan to dispose of its interest
<PAGE>
in the Lawyers Communications Network due to the disappointing pace of
subscriber additions to date. Accordingly, this business has also been
accounted for as discontinued operations in the accompanying financial
statements. The estimated loss on disposal, including remaining
contractual obligations and other exit costs, was $907,000, net of a tax
benefit of $593,000, and was recorded in the second quarter of fiscal
1998.
Revenues for these operations were as follows:
1998 1997 1996
---- ---- ----
CRI $16,366,000 $17,710,000 $15,021,000
ISN $12,651,000 $14,468,000 $17,948,000
LCN $46,000 - -
Net assets of the discontinued operations consisted of the following as
of June 30, 1998 (in thousands):
Property and equipment $3,139
Accounts receivable 1,273
Goodwill 691
Prepaid expenses 462
Accrued liabilities (4,364)
Other net assets (21)
------
$1,180
======
5. SALE OF SHARK
On May 8, 1995, under the terms of a definitive agreement dated April
13, 1995, a subsidiary of Automatic Data Processing, Inc. ("ADP")
purchased substantially all of the assets and assumed specified
liabilities of Shark Information Services Corp. ("Shark"), a subsidiary
of the Company. In fiscal 1997, the Company increased its pre-tax gain
by $703,000 due to the reduction of certain reserves recorded at the
time of the sale. Management determined that these reserves were no
longer necessary due to the resolution of certain contingencies and the
revision of certain estimates.
6. OTHER ITEMS
In fiscal 1998, the Company incurred $1,040,000 of other charges,
including professional fees related to potential acquisitions and the
organization of Marketwatch, moving certain operations in California
and the settlement of a sales tax audit.
During fiscal 1996, the Company expensed approximately $1,913,000 of
merger and consolidation costs, primarily related to the cost of certain
duplicative employees of BII prior to their termination and costs to
consolidate certain operations in San Mateo, California.
7. PROPERTY AND EQUIPMENT
Property and equipment consisted of the following at June 30, (in
thousands):
1998 1997
---- ----
Receiver equipment held by subscribers $28,377 $26,776
Computer and communication equipment 21,792 18,539
Furniture and fixtures 2,512 1,594
Leasehold improvements 2,259 1,027
------ ------
54,940 47,936
Less accumulated depreciation 37,571 29,599
------ ------
$17,369 $18,337
====== ======
Depreciation expense was $9,622,000, $8,581,000 and $7,119,000 for
fiscal years 1998, 1997, and 1996, respectively.
<PAGE>
8. LONG-TERM DEBT
Long-term debt consisted of the following at June 30, (in thousands):
1998 1997
---- ----
Key Bank term loan $1,500 $2,500
Less current maturities 1,000 1,000
------ ------
Long-term debt $ 500 $1,500
====== ======
In March 1996, the Company entered into a $36,500,000 loan agreement
with Key Bank National Association. The agreement provided for an
acquisition line of credit of $30,000,000, a revolving line of credit of
$3,000,000 and a term loan of $3,500,000. The lines of credit are
available until December 31, 2000, with the amount available under the
acquisition line of credit decreasing each quarter. As of June 30,
1998, the total amount available under the acquisition line of credit
had been reduced to $18,750,000. The term loan matures on December 31,
1999 with principal payments of $250,000 due quarterly. Under this
agreement substantially all of the assets of the Company and its
subsidiaries are collateralized. All facilities accrue interest at
variable rates with the interest rate on the term loan being 7.94
percent as of June 30, 1998. To date, DBC has not drawn on the line of
credit facilities. Unused commitment fees of 0.25 percent and 0.325
percent are charged to DBC based on the average daily balance of the
unused portion of the acquisition line of credit and revolving line of
credit, respectively. This agreement includes various restrictive
covenants, including a restriction on the payment of dividends, and
requires the Company to maintain certain financial ratios. At June 30,
1998, the Company was in compliance with these covenants. At June 30,
1998 and 1997, $750,000 was included in Other Assets, representing a
cash balance in an interest-bearing account, required to be maintained
as long as any amounts are outstanding under this agreement.
In conjunction with this agreement, DBC prepaid its outstanding bank
debt during fiscal 1996 using the proceeds from the term loan and
existing cash reserves. DBC recorded an extraordinary loss of
approximately $225,000, net of tax of $148,000 in the fourth quarter of
fiscal 1996 as a result of the prepayment of one of its bank
obligations.
Amounts due associated with long-term debt are as follows (in
thousands): 1999 - $1,000 and 2000 - $500.
The Company paid approximately $285,000, $591,000 and $1,078,000 of
interest on long-term debt during the fiscal years ended June 30, 1998,
1997 and 1996, respectively. Interest expense for the fiscal years
ended June 30, 1998, 1997 and 1996, was $373,000, $616,000 and
$1,322,000, respectively.
9. STOCK BASED COMPENSATION
In connection with the Data Broadcasting Corporation Stock Option Plan
(the "Option Plan"), the Company has reserved 7,250,000 shares of DBC
common stock. The Option Plan provides for the discretionary issuance
of stock options to employees. The exercise price of options granted
equals the market price at the date of grant. Options expire five to
ten years from the date of grant and generally vest ratably over three
years. In certain cases options have been granted with no vesting
requirements. In the past, the Company has also issued stock options
and warrants as partial consideration for the acquisition of businesses
and other transactions. These securities are not part of the Option
Plan but are included in the activity below.
Weighted Average
Shares Exercise Price
------ ----------------
Outstanding, June 30, 1995 6,643 $3.65
Granted 1,140 8.42
Exercised (2,066) 3.20
Canceled (145) 3.89
-----
Outstanding, June 30, 1996 5,572 4.78
Granted 663 7.01
Exercised (1,525) 3.21
Canceled (251) 4.44
-----
Outstanding, June 30, 1997 4,459 5.67
Granted 841 5.16
Exercised (180) 3.97
Canceled (118) 7.51
----- -----
Outstanding, June 30, 1998 5,002 5.13
===== =====
Exercisable, June 30, 1998 3,668 4.92
===== =====
<PAGE>
Outstanding Exercisable
----------- ------------
Weighted Weighted
Average Average
Shares Exercise Price Shares Exercise Price
------ -------------- ------ --------------
Range of option exercise prices:
$1.22 to $2.47 (Avg.
life: 4.16 years) 648 2.09 648 2.09
$2.96 to $5.38 (Avg.
life: 5.61 years) 3,051 4.75 2,208 4.65
$5.50 to $10.19 (Avg.
life: 5.67 years) 1,303 7.40 812 7.91
----- -----
5,002 3,668
===== =====
On June 22, 1998, the Board of Directors ratified the Stock Option
Committee's recommendation to re-price all stock options with an
exercise price of $6.81 or higher held by active directors and
employees. This re-pricing reduced the exercise price of 882,833 stock
options to $5.19 and excluded options issued to executive officers under
contractual agreements.
The weighted average fair value per share of options granted was $2.21,
$2.53 and $3.06 for the years ended June 30, 1998, 1997 and 1996,
respectively.
The following pro forma information presents DBC's net income (loss) and
basic and diluted earnings per share for the years ended June 30, 1998,
1997 and 1996 as if compensation cost had been measured under the fair
value method of SFAS No. 123.
1998 1997 1996
---- ---- ----
Net income (loss) $(5,631) $(18,965) $7,760
Basic income (loss)
per share $(0.17) $(0.58) $0.25
Diluted income (loss)
per share $(0.17) $(0.56) $0.24
The fair value of these options was estimated as of the date of grant
using a Black-Scholes option pricing model with the following
assumptions:
1998 1997 1996
---- ---- ----
Risk free interest rate 5.75% 6.05% 6.05%
Expected life (in years) 4.0 3.5 3.5
Volatility 62% 50% 50%
Expected dividend yield 0% 0% 0%
Because the Company's stock options have characteristics significantly
different from traded options, and because changes in the subjective
input assumptions can materially affect the fair value estimate,
management's opinion is that the existing valuation models do not
necessarily provide a reliable single measure of the fair value of its
employee stock options. The impact on pro forma net income and net
income per share in current years may not be representative of pro forma
compensation expense in future years, depending upon the amount of stock
options awarded in the future and their related vesting periods.
10. STOCKHOLDERS' EQUITY
In addition to the Company's common stock, the Company is authorized to
issue 5,000,000 preferred shares, $0.01 par value, none of which have
been issued.
On November 12, 1996, the Company announced that its Board of Directors
authorized the repurchase of up to 2,000,000 shares of common stock.
This plan will continue to be implemented from time to time in either
open market or private transactions. As of June 30, 1998, the Company
had repurchased approximately 1,597,000 shares at a cost of $9,743,000.
<PAGE>
11. COMMITMENTS AND CONTINGENCIES
The Company leases communication and test equipment, office facilities
and equipment, and has distribution agreements for satellite and cable
space and FM radio channels, generally under noncancellable lease
arrangements that expire on various dates through fiscal 2013. Certain
of the lease agreements for premises require the Company to pay
operating costs, including property taxes and maintenance costs, and
include rent adjustment clauses.
Rent expense approximated $8,260,000, $7,750,000 and $5,967,000 in
fiscal 1998, 1997 and 1996, respectively. At June 30, 1998, future
minimum operating lease payments, including approximately $640,000
recorded as a liability in connection with the sale of the assets of
Shark and the acquisition of BII, are as follows (in thousands):
Real Estate and Equipment Distribution Agreements
------------------------- -----------------------
1999 $3,147 $4,310
2000 2,645 2,734
2001 2,467 2,058
2002 2,129 1,085
2003 1,206 260
Thereafter 9,125 138
------- -------
Total minimum lease 20,719 $10,585
payments =======
Less amounts accrued 640
-------
$20,079
=======
These minimum lease payments have not been reduced by minimum future
sublease rentals of $1,166,000.
Certain subscribers previously brought a class action litigation against
the Company related to its performance under certain subscriber
contracts. In July 1997, the Company commenced a mailing to current and
former subscribers to certain of its services, which contained an offer
to upgrade their service to take advantage of new products and
technologies the Company is introducing. This settlement was approved
by the court in October 1997. The Company accrued $700,000 in fiscal
1997 to cover the estimated costs of this settlement, principally legal
fees and expenses. In fiscal 1998, this accrual was reduced by $103,000
due to the revision of certain estimates.
Certain check writers have brought a class action suit against CheckRite
of California, a subsidiary of the Company, alleging violations of the
federal Fair Debt Practices Act and the California Unfair Business
Practices Act. The Company has denied the allegations but has
negotiated a tentative settlement, pending the Court's approval. The
Company does not expect that settlement of this case will have a
material effect on the financial condition or results of operations of
the Company.
The Company is a party to various other legal proceedings incidental to
its business operations, none of which is expected to have a material
effect on the financial condition or results of operations of the
Company. See Note 2 for a discussion of contingencies related to
acquisitions.
12. CNBC PROCEEDS AND OBLIGATIONS
On March 1, 1996, DBC received a final payment of approximately
$7,738,000 from the Consumer News and Business Channel as the result of
arbitration of certain matters related to a previous transaction. The
gross amounts payable for commissions, expenses and obligations to
claimholders approximating $4,560,000, less claims owned by DBC of
approximately $345,000, were paid in the fourth quarter of fiscal 1996.
In fiscal 1997, the Company increased its pre-tax gain from this
transaction by $249,000 due to the reduction of certain reserves
recorded at the time of the initial transaction. Management determined
that these reserves were no longer necessary due to the resolution of
certain contingencies and the revision of certain estimates.
<PAGE>
13. INCOME TAXES
The components of net deferred tax assets as of June 30, 1998 and 1997
are as follows (in thousands):
1998 1997
---- ----
Deferred tax assets
Federal net operating loss carryforwards $8,132 $8,545
Amortization of goodwill and capitalized
software 2,428 2,187
Property and equipment 1,458 1,339
Sale of discontinued operations 1,281 5,450
State net operating loss carryforwards 1,046 1,117
Purchase accounting liabilities 699 933
Expenses - sale of Shark 245 384
Lease obligations 42 75
Minimum tax credit carryforward - 1,044
Other 1,130 1,793
------- -------
Gross deferred tax assets 16,461 22,867
Valuation allowance 2,601 2,601
------- -------
Total deferred tax assets 13,860 20,266
------- -------
Deferred tax liabilities
Sale/leaseback obligations 522 1,146
Subscriber contracts 195 502
Sale of discontinued operations - 13,374
Other 23 5
------- -------
Total deferred tax liabilities 740 15,027
------- -------
Net deferred tax assets $13,120 $5,239
======= =======
The Company has net operating loss carryforwards ("NOLs") of
$22,334,000. The use of certain NOLs is limited by the Internal
Revenue Code due to prior ownership changes. These NOLs expire through
2007 and are subject to an annual limitation of approximately
$2,200,000.
The (benefit)/provision for taxes are as follows for the years ended
June 30, (in thousands):
1998 1997 1996
---- ---- ----
Federal:
Current $2,503 $2,344 $3,987
Deferred (415) 564 1,203
State:
Current 617 673 502
Deferred (238) (68) 385
------ ------ -----
Tax on continuing operations 2,467 3,513 6,077
Tax (benefit) on discontinued operations (4,662) 7,897 965
Benefit on extraordinary loss - - (148)
------ ------- ------
$(2,195) $11,410 $6,894
======= ====== =====
<PAGE>
The consolidated (benefit)/provision for taxes for consolidated
operations are as follows (in thousands):
1998 1997 1996
---- ---- ----
Federal:
Current 4,104 $2,344 $3,873
Deferred (5,908) 6,844 2,044
State:
Current 1,264 802 924
Deferred (1,655) 1,420 201
Benefit on extraordinary loss - - (148)
------- ------- ------
$(2,195) $11,410 $6,894
======= ======= ======
The Company's effective tax rate for continuing operations differs from
the federal statutory rate, as shown in the following reconciliation for
the three years ended June 30, 1998:
1998 1997 1996
---- ---- ----
Income tax expense at federal statutory rate 35.0% 35.0% 35.0%
State income tax expense, net of federal benefit 4.5 4.9 4.2
Amortization of goodwill 5.5 2.9 0.8
Other, net 0.2 (3.4) 0.1
---- ---- ----
Effective income tax rate 45.2% 39.4% 40.1%
==== ==== ====
The Company paid approximately $4,439,000, $881,000, $925,000 in
federal and state income taxes during the years ended June 30, 1998,
1997 and 1996, respectively.
14. 401(k) PLAN
The Company has a 401(k) plan covering substantially all full-time
employees of the Company. Employer contributions to the plan are
determined annually by the Company and are made on behalf of
participants who have elected to defer receipt of a portion of their
compensation otherwise payable in a plan year. Such Company
contributions totaled approximately $516,000, $470,000 and $380,000 in
fiscal years 1998, 1997, 1996, respectively.
15. CONCENTRATIONS OF CREDIT RISK
Financial instruments that potentially subject the Company to
concentrations of credit risk consist principally of temporary cash
investments and accounts receivable. The Company has deposited its
temporary cash investments with nine banks and two financial
institutions of high credit quality. At June 30, 1998, approximately
$24,680,000 of cash and cash equivalents was deposited in four money
market accounts. These accounts are largely invested in U. S.
Government obligations and investment grade commercial paper, thereby
limiting credit risk. Concentrations of credit risk with respect to
accounts receivable are limited due to the large number of customers
comprising the Company's customer base and their dispersion across
different geographical regions of North America. At June 30, 1998, the
Company believes that it had no significant concentrations of credit
risk.
16. SUBSEQUENT EVENTS
On August 31, 1998, the Company completed its acquisition of
substantially all of the assets of the Global Treasury Information
Services division of ADP ("GTIS") for $3,786,000 in cash. GTIS
provides real-time domestic and international fixed income, foreign
exchange, money market and precious metal information to institutional,
corporate and consumer clients worldwide. The transaction will be
accounted for as a purchase.
<PAGE>
DATA BROADCASTING CORPORATION AND SUBSIDIARIES
QUARTERLY FINANCIAL INFORMATION (UNAUDITED)
(In thousands, except per share data)
Quarter
----------------------------------- Year Ended
First Second Third Fourth June 30, 1998
------- -------- ------- -------- -------------
Revenues $23,143 $22,901 $22,245 $21,603 $89,892
Total costs and expenses 20,323 21,023 21,052 22,060 84,458
Income (loss) from
operations 2,820 1,878 1,193 (457) 5,434
Provision (benefit) for
income taxes 1,250 960 563 (306) 2,467
Income (loss) from
continuing operations 1,692 1,009 688 (396) 2,993
Loss from discontinued
operations (767) (6,989) - - (7,756)
Net income (loss) 925 (5,980) 688 (396) (4,763)
Earnings (loss) per
share - continuing
operations
Basic $0.05 $0.03 $0.02 $(0.01) $0.09
Diluted $0.05 $0.03 $0.02 $(0.01) $0.09
Earnings (loss) per
share - net
Basic $0.03 $(0.18) $0.02 $(0.01) $(0.15)
Diluted $0.03 $(0.18) $0.02 $(0.01) $(0.14)
Quarter
----------------------------------- Year Ended
First Second Third Fourth June 30, 1997
------- -------- ------- -------- -------------
Revenues $22,513 $23,096 $23,579 $23,290 $92,478
Total costs and expenses 19,479 20,115 21,459 22,251 83,304
Income from operations 3,034 2,981 2,120 1,039 9,174
Provision for income taxes 1,144 1,501 826 42 3,513
Income from continuing
operations 1,666 1,859 1,339 532 5,396
Loss from discontinued
operations (77) (259) (22,032) (1,307) (23,675)
Net income (loss) 1,589 1,600 (20,693) (775) (18,279)
Earnings per share -
continuing operations
Basic $0.05 $0.06 $0.04 $0.02 $0.17
Diluted $0.05 $0.06 $0.04 $0.02 $0.16
Earnings (loss) per
share - net
Basic $0.05 $0.05 $(0.63) $(0.02) $(0.56)
Diluted $0.05 $0.05 $(0.61) $(0.02) $(0.54)
<PAGE>
Report of Independent Accountants on Financial Statement Schedule
-----------------------------------------------------------------
To the Board of Directors and Stockholders
of Data Broadcasting Corporation:
Our audits of the consolidated financial statements referred to in our report
dated August 13, 1998 appearing in this Annual Report to stockholders of Data
Broadcasting Corporation also included an audit of the Financial Statement
Schedule listed in Item 14 (a) of this Form 10-K. In our opinion, this
Financial Statement Schedule presents fairly, in all material respects, the
information set forth therein when read in conjunction with the related
consolidated financial statements.
/s/ PricewaterhouseCoopers LLP
Salt Lake City, Utah
August 13, 1998
<PAGE>
DATA BROADCASTING CORPORATION AND SUBSIDIARIES
For the Years Ended June 30, 1998, 1997 and 1996
(in thousands)
Schedule VIII - Valuation and Qualifying Accounts
Additions
-------------------
Balance at Charged Balance
Beginning to Costs Charged Write at End
of and to Other Offs/ of
Period Expenses Accounts Recoveries Period
------ -------- -------- ---------- ------
Description
- -----------
Allowance for doubtful accounts:
Year Ended June 30, 1996 $1,237 $2,120 $2,036 $1,321
Year Ended June 30, 1997 1,321 1,954 $62 (A) 1,355 (B) 1,982
Year Ended June 30, 1998 1,982 2,177 2,793 1,366
Deferred income tax valuation allowance:
Year Ended June 30, 1996 $2,601 $2,601
Year Ended June 30, 1997 2,601 2,601
Year Ended June 30, 1998 2,601 2,601
(A) Allowance for doubtful accounts recorded through acquisitions.
(B) Includes $430 reclassified to discontinued operations.
<PAGE>
Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
------------------------------------------------
ACCOUNTING AND FINANCIAL DISCLOSURE
-----------------------------------
None.
PART III
Item 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
--------------------------------------------------
That portion of the Company's definitive Proxy Statement appearing under the
caption "Election of Board of Directors - Nominees" to be filed with the
Commission pursuant to Regulation 14A within 120 days after June 30, 1998 and
to be used in connection with its Annual Meeting of Stockholders expected to
be held in January 1999 is hereby incorporated by reference. Information
regarding Executive Officers of the Company is located under the heading
"Executive Officers of the Registrant" included in Part I of this Form 10-K.
Item 11. EXECUTIVE COMPENSATION
----------------------
That portion of the Company's definitive Proxy Statement appearing under the
caption "Executive Compensation and Other Information" to be filed with the
Commission pursuant to Regulation 14A within 120 days after June 30, 1998 and
to be used in connection with its Annual Meeting of Stockholders expected to
be held in January 1999 is hereby incorporated by reference.
Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
---------------------------------------------------
MANAGEMENT
----------
That portion of the Company's definitive Proxy Statement appearing under the
caption "Security Ownership" to be filed with the Commission pursuant to
Regulation 14A within 120 days after June 30, 1998 and to be used in
connection with its Annual Meeting of Stockholders expected to be held in
January 1999 is hereby incorporated by reference.
Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
----------------------------------------------
That portion of the Company's definitive Proxy Statement appearing under the
caption "Certain Relationships and Other Transactions" to be filed with the
Commission pursuant to Regulation 14A within 120 days after June 30, 1998 and
to be used in connection with its Annual Meeting of Stockholders expected to
be held in January 1999 is hereby incorporated by reference.
>PAGE>
PART IV
Item 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
---------------------------------------------------------------
A. The following documents are filed as part of this report:
1. Financial Statements
--------------------
The financial statements and report of independent accountants
required by this item are included in Part II, Item 8. See pages
20 to 33, herein.
2. Financial Statement Schedule
----------------------------
Schedule VIII, Valuation and Qualifying Accounts, and the related
report of independent accountants are included in Part II, Item 8.
See pages 35 to 36 herein.
3. Exhibits*
--------
The exhibits to this Form 10-K are listed below.
Exhibit
Number Description of Exhibit
------- ----------------------
2.1 Plan and Agreement of Merger between Data
Broadcasting Corporation and Capital Management
Sciences (Exhibit 1 to Form 8-K, filed on May 16,
1994).
2.2 First Amendment to Plan and Agreement of Merger
between Data Broadcasting Corporation and Capital
Management Sciences (Exhibit 2 to Form 8-K, filed
on May 16, 1994).
2.3 Agreement and Plan of Reorganization among Data
Broadcasting Corporation, BII Acquisition Corp. and
Broadcast International, Inc. dated as of January
24, 1995 (Annex A to the Proxy Statement/Prospectus
included as part of Form S-4, declared effective on
May 25, 1995).
3.1 Restated Certificate of Incorporation of Data
Broadcasting Corporation, as amended.
3.2 Bylaws of Data Broadcasting Corporation, as amended
(Exhibit 3.2 to Form 8-A, filed on June 15, 1992).
4.1 Form of Amended Basic Option Agreement between Data
Broadcasting Corporation and shareholders of Capital
Management Sciences (Exhibit 4 to Form 8-K/A, filed
on July 13, 1994).
4.2 Form of Amended Incentive Option Agreement between
Data Broadcasting Corporation and shareholders of
Capital Management Sciences (Exhibit 6 to Form 8-
K/A, filed on July 13, 1994).
10.1 Registration Rights Agreement dated June 25, 1992
between Data Broadcasting Corporation, on the one
hand, and Allan R. Tessler and Alan J. Hirschfield,
on the other hand (Exhibit 28.5 to Form 8-K, filed
on June 30, 1992).
- ------------------------
Exhibits followed by a parenthetical reference are incorporated by
reference herein from the document described therein.
<PAGE>
10.2 Data Broadcasting Corporation Stock Option Plan, as amended
through September 13, 1994.
10.3 Employment Agreement between Data Broadcasting Corporation
and Alan J. Hirschfield (Exhibit 10.3 to Form 10-K for the
year ended June 30, 1997).**
10.4 Employment Agreement between Data Broadcasting Corporation
and Allan R. Tessler (Exhibit 10.4 to Form 10-K for the year
ended June 30, 1997).**
10.5 Employment Agreement between Data Broadcasting Corporation
and B. Douglas Smith (Exhibit 10.9 to Form 10-K for year
ended June 30, 1993).**
10.6 Employment Agreement between Data Broadcasting Corporation
and James A. Kaplan (Exhibit 9 to Form 8-K, filed on May 16,
1994).**
10.7 Employment Agreement between Data Broadcasting Corporation
and Mark F. Imperiale (Exhibit 10.7 to Form 10-K for the
year ended June 30, 1997).**
10.8 Dwight H. Egan Termination Benefits Agreement dated December
18, 1991 (Exhibit 10.25 to Form S-4, declared effective on
May 25, 1995).**
10.9 Dennis L. Crockett Termination Benefits Agreement dated
December 18, 1991 (Exhibit 10.26 to Form S-4, declared
effective on May 25, 1995).**
10.10 Employment Agreement with Reed L. Benson dated July 18, 1994
(Exhibit 10.33 to Form S-4, declared effective on May 25,
1995).**
10.11 Promissory Note between Data Broadcasting Corporation, as
Maker, and Del, Rubel, Shaw, Mason & Derin, as Payee
(Exhibit 3 to Form 8-K, filed on May 16, 1994).
10.12 Transponder Service Agreement between Broadcast
International, Inc. and Hughes Communications Satellite
Services, Inc. dated July 1, 1990 (Exhibit 10.21 to Form S-
4, declared effective on May 25, 1995).
10.13 Satellite Transmission and Reception Service Agreement
between Broadcast International, Inc. and U.S. Satellite
Corporation, Inc. dated June 22, 1987 (Exhibit 10.23 to Form
S-4, declared effective on May 25, 1995).
10.14 Transponder Sale Agreement between Broadcast International,
Inc. and GTE Spacenet Corporation dated December 8, 1992
(Exhibit 10.24 to Form S-4, declared effective on May 25,
1995).
10.15 Loan Agreement by and among Data Broadcasting Corporation,
as the Borrower, and Society National Bank, as Agent
(Exhibit 1 to Form 8-K filed on April 9, 1996).
10.16 ILX/CMS Distribution Agreement (Exhibit 1 to Form 8-K filed
on May 16, 1996).
21 Subsidiaries of the Registrant.
23 Consent of PricewaterhouseCoopers LLP.
27 Financial Data Schedule.
B. Reports on Form 8-K
During the quarter ended June 30, 1998, the Registrant did not file a
Current Report on Form 8-K.
- --------------------
** Management contract or compensation plan or arrangement
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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
By: /s/ Alan J. Hirschfield
-------------------------------
Alan J. Hirschfield
Co-Chief Executive Officer
September 25, 1998
By: /s/ Allan R. Tessler
-------------------------------
Allan R. Tessler
Co-Chief Executive Officer
September 25, 1998
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons in the capacities and on
the dates indicated.
Principal Executive Officers:
By: /s/ Alan J. Hirschfield
-------------------------------
Alan J. Hirschfield
Co-Chief Executive Officer
September 25, 1998
By: /s/ Allan R. Tessler
-------------------------------
Allan R. Tessler
Co-Chief Executive Officer
September 25, 1998
Principal Financial Officer: By: /s/ Mark F. Imperiale
-------------------------------
Mark F. Imperiale
President, Chief Operating Officer
and Chief Financial Officer
September 25, 1998
Principal Accounting Officer By: /s/ Andrew P. Schlotterbeck
-------------------------------
Andrew P. Schlotterbeck
Vice President and Controller
September 25, 1998
<PAGE>
Directors:
/s/ Alan J. Hirschfield /s/ James A. Kaplan
- ------------------------- --------------------------
Alan J. Hirschfield James A. Kaplan
Co-Chairman of the Board Director
September 25, 1998 September 25, 1998
/s/ Allan R. Tessler /s/ David R. Markin
- ------------------------- --------------------------
Allan R. Tessler David R. Markin
Co-Chairman of the Board Director
September 25, 1998 September 25, 1998
/s/ Herbert S. Schlosser
- ------------------------- --------------------------
Charles M. Diker Herbert S. Schlosser
Director Director
September , 1998 September 25, 1998
---
/s/ Dwight H. Egan /s/ Carl Spielvogel
- ------------------------- --------------------------
Dwight H. Egan Carl Spielvogel
Director Director
September 25, 1998 September 24, 1998
- -------------------------
Donald P. Greenberg
Director
September , 1998
EXHIBIT 21
SUBSIDIARIES OF THE REGISTRANT
------------------------------
State or
Other Jurisdiction Percentage
Name of Subsidiary of Incorporation Ownership
- ------------------ ---------------- ----------
Broadcast International, Inc. Utah
BI Purchasing, Inc. Utah
CheckRite International, Inc. Utah
CheckRite, Ltd. Colorado
CheckRite of California, Inc. California
CheckRite of Kansas City, Inc. Kansas
CheckRite of Minnesota, Inc. Minnesota
CheckRite of Oregon, Inc. Oregon
Lone Star CheckRite, Inc. Texas
Market Information Corporation Utah
DBC Securities, Inc. New York
Data Broadcasting Corporation (B.V.I.) British Virgin Islands
New T&T DBC Ltd. Hong Kong 49.00
Shark Holdings, Inc. Delaware
Federal News Service, Inc. Delaware
Las Vegas Sports Consultants, Inc. Nevada
Instant Odds Network, Inc. Nevada
Lawyers Communications Network, LLC Delaware 50.00
Marketwatch.Com, LLC Delaware 50.00
GTIS Corporation Delaware
GTIS Europe Limited England and Wales
NOTE: All of the subsidiaries listed above are wholly-owned, unless otherwise
noted.
EXHIBIT 23
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Registration
Statements on Form S-8 (File Nos. 333-04524, 33-74026 and 33-89146) and in the
Prospectus constituting part of the Registration Statement on Form S-3 (File
No. 333-21557) of Data Broadcasting Corporation of our report dated August 13,
1998 appearing on page 20 of this Annual Report on Form 10-K. We also consent
to the incorporation by reference of our report on the Financial Statement
Schedule, which appears on page 35 of this Form 10-K.
/s/ PricewaterhouseCoopers LLP
Salt Lake City, Utah
September 25, 1998
<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> 12-MOS
<FISCAL-YEAR-END> JUN-30-1998
<PERIOD-END> JUN-30-1998
<CASH> 26,256
<SECURITIES> 0
<RECEIVABLES> 7,478
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 36,960
<PP&E> 54,940
<DEPRECIATION> 37,571
<TOTAL-ASSETS> 127,001
<CURRENT-LIABILITIES> 22,613
<BONDS> 500
0
0
<COMMON> 345
<OTHER-SE> 102,180
<TOTAL-LIABILITY-AND-EQUITY> 127,001
<SALES> 0
<TOTAL-REVENUES> 89,892
<CGS> 0
<TOTAL-COSTS> 35,234
<OTHER-EXPENSES> 15,596
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> (652)
<INCOME-PRETAX> 5,460
<INCOME-TAX> 2,467
<INCOME-CONTINUING> 2,993
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