<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended: June 30, 1996
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from ____________ to ____________
Commission file number: 0-23364
Mecklermedia Corporation
------------------------
(Exact name of registrant as specified in its charter)
Delaware 06-1385519
- - ---------------------------------- ---------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification
incorporation or organization) No.)
20 Ketchum Street
Westport, Connecticut 06880
- - ---------------------------------- ---------------------------------
(Address of principal executive offices) (Zip Code)
(203) 226-6967
---------------
(Registrants's telephone number, including area code)
Not Applicable
--------------
(Former name, former address and former fiscal year, if changed
since last report)
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
--- ---
The number of outstanding shares the registrant's common stock, par value $.01
per share, as of June 30, 1996, was 8,448,335. Transitional Small Business
Disclosure Format Yes; X No
--- ---
<PAGE>
MECKLERMEDIA CORPORATION AND SUBSIDIARIES
-----------------------------------------
INDEX
-----
<TABLE>
<CAPTION>
Page
-----
<C> <S> <C>
PART I Financial Information
Item 1. Financial Statements
Consolidated Balance Sheets - June 30, 1996
and September 30, 1995 3-4
Consolidated Statements of Operations -
Three and Nine Months
Ended June 30, 1996 and 1995 5
Consolidated Statements of Cash Flows -
Nine Months
Ended June 30, 1996 and 1995 6
Notes to Consolidated Financial Statements 7
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of
Operations 8-10
PART II. Other Information 11-12
Signatures 13
EXHIBIT 11. STATEMENT REGARDING COMPUTATION OF
PER SHARE EARNINGS (LOSS) 14
EXHIBIT 27. FINANCIAL DATA SCHEDULE 15
</TABLE>
2
<PAGE>
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
MECKLERMEDIA CORPORATION AND SUBSIDIARIES
-----------------------------------------
CONSOLIDATED BALANCE SHEETS
---------------------------
JUNE 30, 1996 AND SEPTEMBER 30, 1995
------------------------------------
(Dollars in thousands, except per share amounts)
------------------------------------------------
<TABLE>
<CAPTION>
June 30, September
1996 30, 1995
----------- -----------
(Unaudited)
ASSETS
<S> <C> <C>
CURRENT ASSETS:
Cash and cash equivalents $18,975 $19,442
Accounts receivable, less allowances
of $684 and $215, respectively 6,845 2,300
Current note receivable 212 200
Income taxes receivable - 132
Inventory 441 666
Prepaid trade show expenses 1,706 1,572
Prepaid expenses and other 437 214
----------- -----------
Total current assets 28,616 24,526
LONG-TERM NOTE RECEIVABLE, net of amortized
discount of $40 and $72, respectively 197 377
PREPAID TRADE SHOW EXPENSES - 109
DEFERRED PROMOTION COSTS, NET OF
ACCUMULATED AMORTIZATION 441 467
OTHER ASSETS 43 28
PROPERTY AND EQUIPMENT:
Leasehold improvements 295 236
Furniture, fixtures and equipment 453 304
Computer equipment 1,290 801
----------- -----------
2,038 1,341
Less: Accumulated depreciation
and amortization (537) (289)
----------- -----------
1,501 1,052
INTANGIBLE ASSETS, net of accumulated
amortization of $147 and $33,
respectively 620 141
----------- -----------
Total assets $31,418 $26,700
=========== ===========
</TABLE>
The accompanying notes to consolidated financial statements
are an integral part of these balance sheets.
3
<PAGE>
MECKLERMEDIA CORPORATION AND SUBSIDIARIES
-----------------------------------------
CONSOLIDATED BALANCE SHEETS
---------------------------
JUNE 30, 1996 AND SEPTEMBER 30, 1995
------------------------------------
(Dollars in thousands, except share and per share amounts)
----------------------------------------------------------
<TABLE>
<CAPTION>
June 30, September
1996 30, 1995
----------- -----------
(Unaudited)
<S> <C> <C>
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Notes payable $- $14
Accounts payable 2,618 1,561
Accrued expenses 2,162 1,174
Current income taxes payable 3 29
Deferred magazine revenue 2,601 1,586
Deferred trade show revenue 7,366 3,835
Deferred book revenue 25 142
---------- ----------
Total current liabilities 14,775 8,341
DEFERRED MAGAZINE REVENUE - LONG-TERM 337 470
---------- ----------
Total liabilities 15,112 8,811
COMMITMENTS - -
STOCKHOLDERS' EQUITY:
Preferred stock ($.01 par value,
1,000,000 shares authorized,
no shares issued and outstanding) - -
Common stock ($.01 par value,
35,000,000 and 9,000,000
shares authorized, 8,448,335
and 8,368,876 shares issued
and outstanding at June 30,
1996 and September 30, 1995,
respectively) 85 84
Additional paid-in capital 23,344 22,990
Accumulated deficit (7,149) (5,182)
Foreign currency translation
adjustment 26 (3)
---------- ----------
Total stockholders' equity 16,306 17,889
---------- ----------
Total liabilities and
stockholders' equity $31,418 $26,700
========== ==========
</TABLE>
The accompanying notes to consolidated financial statements
are an integral part of these balance sheets.
4
<PAGE>
MECKLERMEDIA CORPORATION AND SUBSIDIARIES
-----------------------------------------
CONSOLIDATED STATEMENTS OF OPERATIONS
-------------------------------------
THREE AND NINE MONTHS ENDED JUNE 30, 1996 AND 1995
--------------------------------------------------
(UNAUDITED)
-----------
(Dollars in thousands, except per share amounts)
------------------------------------------------
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
June 30 June 30
----------------- ------------------
1996 1995 1996 1995
-------- -------- -------- --------
REVENUES:
<S> <C> <C> <C> <C>
Magazines and newspaper $ 4,649 $2,396 $10,954 $ 5,999
Trade shows 5,971 2,790 11,865 4,740
Other 990 262 1,681 898
--------- -------- --------- ---------
11,610 5,448 24,500 11,637
--------- -------- --------- ---------
COST OF SALES AND DIRECT COSTS:
Magazines and newspaper 2,925 1,342 7,167 3,449
Trade shows 2,997 1,796 6,987 2,954
Other 438 60 699 230
--------- -------- --------- ---------
6,360 3,198 14,853 6,633
--------- -------- --------- ---------
Gross profit after cost of sales and
direct costs 5,250 2,250 9,647 5,004
OPERATING EXPENSES:
Advertising, promotion and selling 2,550 1,308 7,064 3,117
General and administrative 2,410 932 5,235 2,607
--------- -------- --------- ---------
Operating income (loss) 290 10 (2,652) (720)
--------- -------- --------- ---------
Interest income, net 243 58 750 127
Gain on sales of assets - 14 - 1,364
--------- -------- --------- ---------
Income (loss) before income taxes 533 82 (1,902) 771
Provision for income taxes 20 15 65 36
--------- -------- --------- ---------
Net income (loss) $513 $67 $(1,967) $735
========= ======= ========= =========
Income (loss) per share $0.06 $0.01 $(0.23) $0.10
========== ======= ========= =========
</TABLE>
The accompanying notes to consolidated financial statements
are an integral part of these statements.
5
<PAGE>
MECKLERMEDIA CORPORATION AND SUBSIDIARIES
-----------------------------------------
CONSOLIDATED STATEMENTS OF CASH FLOWS
-------------------------------------
NINE MONTHS ENDED JUNE 30, 1996 AND 1995
----------------------------------------
(UNAUDITED)
-----------
(Dollars in thousands, except per share amounts)
------------------------------------------------
<TABLE>
<CAPTION>
Nine Nine
Months Ended Months Ended
June 30, 1996 June 30, 1995
--------------- ----------------
CASH FLOWS FROM OPERATING ACTIVITIES:
<S> <C> <C>
Net income (loss) $(1,967) $ 735
Adjustments to reconcile net cash
used in operations-
Depreciation and amortization 362 171
Accretion of interest income
on note receivable (32) -
(Gain) on sales of assets - (1,364)
Changes in assets and liabilities -
(Increase) in accounts receivable (4,545) (1,348)
(Increase) in other receivable - (429)
Decrease in income taxes receivable 132 19
Decrease in inventory 225 424
(Increase) in prepaid trade
show expenses (25) (305)
(Increase) decrease in
deferred promotion costs 26 (199)
(Increase) in prepaid
expenses and other (238) (40)
Increase (decrease)in
accounts payable and accrued
expenses 2,045 (231)
(Decrease) increase in income
taxes payable (26) 10
Increase in deferred magazine
revenue 882 1,148
Increase in deferred trade
show revenue 3,531 1,729
(Decrease) in deferred book
revenue (117) -
Net cash provided by
(used in) operating --------------- ---------------
activities 253 320
--------------- ---------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from note receivable 200 -
Proceeds from sales of assets - 695
Sales of short-term investments 9,947 1,979
Purchases of short-term investments (9,947) -
Additions to property and equipment (697) (310)
Sale of (additions to) to
intangibles (593) 69
Net cash provided by (used --------------- ---------------
in) investing activities (1,090) 2,433
--------------- ---------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from exercise of options 355 46
Repayment of notes and loans (14) (28)
Net cash provided by (used --------------- ---------------
in) financing activities 341 18
--------------- ---------------
EFFECT OF EXCHANGE RATE CHANGES ON CASH 29 (11)
--------------- ---------------
Net (decrease) increase in cash and
cash equivalents (467) 2,760
--------------- ---------------
CASH AND CASH EQUIVALENTS, beginning of
period 19,442 1,121
--------------- ---------------
CASH AND CASH EQUIVALENTS, end of period $18,975 $ 3,881
=============== ===============
SUPPLEMENTAL DISCLOSURES OF CASH FLOW:
Cash paid for interest $1 $-
Cash paid for income taxes $72 $11
</TABLE>
The accompanying notes to consolidated financial statements
are an integral part of these statements.
6
<PAGE>
MECKLERMEDIA CORPORATION AND SUBSIDIARIES
-----------------------------------------
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
------------------------------------------
JUNE 30, 1996
-------------
(UNAUDITED)
-----------
(Dollars in thousands, except per share data)
--------------------------------------------
(1) The Company:
-----------
The Company is a leading provider of information about the Internet through its
(i) publication of INTERNET WORLD, a monthly general circulation magazine, (ii)
publication of WEB WEEK, a biweekly business-to-business controlled circulation
newspaper, (iii) publication of WEB DEVELOPER, a bimonthly general circulation
magazine for technical, hands-on Internet professionals, (iv) INTERNET WORLD,
WEB DEVELOPER and WEB INTERACTIVE trade shows and conferences, and (v) iWORLD,
the Company's electronic daily newspaper located on the World-Wide Web. All of
the Company's products and services relate to providing Internet information to
business and information technology professionals, and consumers.
(2) Basis of Presentation:
---------------------
The accompanying unaudited financial statements have been prepared from the
books and records of the Company in accordance with generally accepted
accounting principles for interim financial information and with the
instructions to Form 10-QSB. Accordingly, they do not include all of the
information and footnotes required by generally accepted accounting principles
for complete financial statements. In the opinion of management, all
adjustments considered necessary for a fair presentation of the results for the
interim periods presented have been reflected in such financial statements.
On August 22, 1995, the Company's Board of Directors approved a two-for-one
split of the Company's common stock in the form of a 100% stock dividend payable
on September 19, 1995. A total of 4,184,438 shares of common stock were issued
in connection with the split. All share and per share amounts, unless otherwise
indicated, have been restated to retroactively reflect the stock split.
Certain amounts have been reclassified in the prior year statements to conform
to the current year presentation.
The Company does not believe any recently issued accounting standards will have
a material impact on its financial condition or results of operations.
(3) Inventory:
---------
Components of inventory include:
<TABLE>
<CAPTION>
June 30, September 30,
1996 1995
---------- -------------
<S> <C> <C>
Finished goods $80 $139
Work-in-process 361 527
---------- -------------
$441 $666
========== =============
</TABLE>
7
<PAGE>
Item 2.
MANAGEMENT'S DISCUSSION AND ANALYSIS
------------------------------------
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
------------------------------------------------
Introduction
- - ------------
Certain of the Company's operations are cyclical in nature. The number and size
of trade shows and magazine promotions in a particular quarter has and will
continue to significantly impact the Company's quarterly results. Accordingly,
presentation of quarterly results of operations is not necessarily indicative of
annual results or trends.
Since 1993, the Company has focused its efforts toward the Internet, launching
INTERNET WORLD magazine in August 1993. The Company launched its INTERNET WORLD
trade shows in 1994 and its WEB DEVELOPER trade shows and conferences in 1996.
In addition, the Company added its WEB WEEK newspaper and iWORLD World-Wide Web
site in 1995, and in October 1995, launched the magazine WEB DEVELOPER. The
Company's first WEB INTERACTIVE trade show and conference was held on July 31
through August 2, 1996.
Results of Operations
- - ---------------------
Revenues. Revenues for the nine months ended June 30, 1996, increased 111% to
approximately $24.5 million from $11.6 million for the comparable period in
fiscal 1995. Of this $12.9 million increase, approximately $5.0 million was a
result of greater revenues from magazines and newspaper, including approximately
$4.4 million related to INTERNET WORLD, $1.4 million related to WEB WEEK and
$517,000 related to WEB DEVELOPER, offset by the reduction of approximately $1.3
million in revenues from publications divested by the Company. Advertising
revenue for INTERNET WORLD increased to approximately $4.7 million for the nine
months ended June 30, 1996, from approximately $1.5 million for the comparable
period in fiscal 1995 due to increased advertising volume and increased
advertising prices resulting from higher circulation. Circulation revenue
increased for INTERNET WORLD to approximately $3.9 million from approximately
$2.9 million for the comparable fiscal 1995 period. The increase in circulation
revenue reflects the growth in paid circulation which was approximately 301,000
for the July 1996 issue of INTERNET WORLD compared to approximately 209,000 for
the July 1995 issue. This increase in paid circulation resulted from responses
to direct mail subscription promotions and increased level of single copy sales
from newsstands. Trade show revenues for the nine months ended June 30, 1996,
of approximately $11.9 million increased by approximately $7.1 million, or 150%,
from the comparable period in fiscal 1995. This increase was due primarily to
the increase in exhibition space sales and registrations related to Fall 1995
INTERNET WORLD, which had paid exhibition space of approximately 60,000 square
feet compared to 16,500 square feet for Fall 1994 INTERNET WORLD, an increase of
264%, and the increase in exhibition sales and registrations for Spring 1996
INTERNET WORLD, which had paid exhibition space of approximately 120,000 square
feet compared to 40,000 square feet for Spring 1995 INTERNET WORLD, an increase
of 200%. In addition, the Company's INTERNET WORLD Canada, INTERNET WORLD Home
& Office Expo and WEB DEVELOPER trade shows, all of which were new in Fiscal
1996, contributed to the increase in trade show revenues, offset by the sale of
the COMPUTERS IN LIBRARIES trade show. Other revenues increased to approximately
$1.7 million for the nine months ended June 30, 1996, from $898,000 in the
comparable period in fiscal 1995, due primarily to the continued development and
marketing of subscriber lists for rental, advertising and other revenues from
iWORLD, the Company's electronic daily newspaper located on the World-Wide Web,
and royalties from publishing licensing arrangements.
Cost of sales and direct costs. Cost of sales and direct costs include the
costs associated with editing, producing and distributing the Company's
publications and costs associated with producing its trade shows. Cost of sales
and direct costs for the nine months ended June 30, 1996, increased to
approximately $14.9 million from $6.6 million for the comparable period in
fiscal 1995. Magazine and newspaper cost of sales and direct costs
8
<PAGE>
increased by approximately $3.7 million for the nine month period ended June 30,
1996, from the comparable period for fiscal 1995. The primary factor in this
increase was the higher print orders of INTERNET WORLD magazine which were
raised to fulfill a higher level of subscription and newsstand sales, and for
direct mail promotions. In the first nine months of fiscal 1996, the print order
for INTERNET WORLD totaled approximately 4.7 million copies, a 2.0 million
increase over the 2.7 million copies for the first nine months of fiscal 1995.
The cost of sales and direct costs associated with magazines and newspaper
increased from approximately 57% to 65% of magazine and newspaper revenue.
This percentage increase is a function of the higher costs associated with the
recent launches of WEB WEEK and WEB DEVELOPER, offset by increased revenues
received for INTERNET WORLD for advertising and circulation. Gross profit after
cost of sales and direct costs for magazines and newspaper for the nine months
ended June 30, 1996, increased 49% to approximately $3.8 million from $2.6
million for the comparable period in fiscal 1995. Trade show cost of sales and
direct costs for the nine months ended June 30, 1996, increased by approximately
$4.0 million to $7.0 million from the comparable period in fiscal 1995. The
increase was primarily due to the expansion of both Fall 1995 INTERNET WORLD and
Spring 1996 INTERNET WORLD, and the introduction of INTERNET WORLD Canada,
INTERNET WORLD Home & Office Expo and WEB DEVELOPER trade shows, all of which
were new in fiscal 1996. In addition, the costs associated with producing the
Company's December 1995 VR WORLD trade show and in cancelling the Company's
future VR WORLD trade shows contributed to the increase in cost of sales and
direct costs over the comparable period in fiscal 1995. Gross profit after cost
of sales and direct costs for trade shows for the nine months ended June 30,
1996, increased $3.1 million to approximately $4.9 million from $1.8 million for
the comparable period in fiscal 1995. The cost of sales and direct costs
associated with trade shows decreased from 62% to 59% of trade show revenue.
This percentage decrease is primarily attributable to the efficiencies of the
larger Fall and Spring INTERNET WORLD shows. Cost of sales and direct costs for
other revenues increased to $699,000 for the nine month period ended June 30,
1996, compared to $230,000 in the comparable period in fiscal 1995, due
primarily to the expansion of the Company's iWORLD electronic daily newspaper
located on the World-Wide Web and costs associated with list rentals.
Advertising, promotion and selling expenses. Advertising, promotion and selling
expenses represent costs related to circulation and promotion, including direct
mail, newsstand promotion and fulfillment expense, sales commissions, and
advertising and marketing staff. In addition, advertising, promotion and selling
expenses include the amortization of deferred promotion costs. Advertising,
promotion and selling expenses for the nine months ended June 30, 1996,
increased to approximately $7.1 million from $3.1 million for the comparable
period in fiscal 1995. Of this increase, approximately $2.3 million was due
primarily to circulation marketing efforts designed to increase the circulation
of INTERNET WORLD magazine, including approximately $441,000 related to renewing
existing subscriptions. In the nine months ended June 30, 1996, the Company
incurred expenses of approximately $1.4 million promoting WEB WEEK and WEB
DEVELOPER, compared to $27,000 for the same period in fiscal 1995. In addition,
increased advertising revenues resulted in an increase in sales commissions paid
to the Company's sales representatives of approximately $313,000.
General and administrative expenses. General and administrative expenses
include salaries, depreciation, telecommunications, insurance and professional
fees. General and administrative expenses for the nine months ended June 30,
1996, increased 101% to approximately $5.2 million from $2.6 million for the
comparable period in fiscal 1995. In addition to the other costs required to
support current operations and the anticipated growth of the Company,
approximately $878,000 of this increase was due to personnel costs, $890,000 was
due to professional fees for trademarks and other matters, $336,000 was due to
an increase in the provision for bad debts resulting from increased advertising
revenues, and $100,000 was due to increased depreciation and amortization
expense. The Company anticipates that future general and administrative expenses
will increase in the aggregate, although such expenses are expected to decline
as a percentage of revenue.
Interest income, net. Interest income, net for the nine months ended June 30,
1996, increased to approximately $750,000 from $127,000 for the comparable
period in fiscal 1995, due to the investment of the net proceeds from the August
1995 public offering.
9
<PAGE>
Liquidity and Capital Resources
- - -------------------------------
Since the beginning of fiscal 1994, the Company's primary sources of liquidity
have been the proceeds from sales of assets, borrowing under lines of credit
that have been repaid and its public offerings in February 1994 and August 1995.
On February 18, 1994, the Company completed its initial public offering of
2,300,000 shares of common stock, realizing net proceeds, after offering
expenses and underwriters' discount, of approximately $5.5 million. The net
proceeds of the initial public offering were used in part for the repayment of
notes payable, acquisitions of equipment, increases in various working capital
accounts related to the Company's publications and for trade show production,
with the remainder invested in cash and cash equivalents and short-term
investments. On August 10, 1995, the Company completed a public offering in
which the Company sold 1,000,000 shares of common stock, realizing net proceeds,
after offering expenses and underwriters' discount, of approximately $15.2
million. At June 30, 1996, the Company had cash and cash equivalents of
approximately $19.0 million, compared to $19.4 million at September 30, 1995.
Operating activities for the nine months ended June 30, 1996, provided
approximately $253,000 in cash, due primarily to changes in components of
working capital, offset by a net loss of approximately $2.0 million for the
period.
The Company's accounts receivable increased to approximately $6.8 million at
June 30, 1996, from $2.3 million at September 30, 1995, primarily as a result of
the growth in advertising revenues in the period and advance billings for
exhibit space in future trade shows. Deferred magazine revenue increased to
approximately $2.9 million at June 30, 1996, from approximately $2.1 million at
September 30, 1995, reflecting growth in the subscription levels of the
magazines. Deferred trade show revenue increased to $7.4 million at June 30,
1996, from $3.8 million at September 30, 1995, primarily as a function of
exhibitor payments received and billings for participation in the Fall 1996 and
Spring 1997 INTERNET WORLD trade shows. Accounts payable and accrued expenses
increased approximately $2.0 million primarily as a result of expanded domestic
and international trade show activity.
The Company had capital expenditures of approximately $697,000 for the nine
months ended June 30, 1996. This was primarily due to an increase in computer
equipment and software purchases required for the Company's general operating
activities and its iWORLD World-Wide Web site. The Company anticipates that it
will require a similar level of capital expenditures for the remainder of fiscal
1996 and for fiscal 1997. During the nine months ended June 30, 1996, the
Company also incurred approximately $593,000 in expenditures to register its
various trade names in the United States and throughout the world, and for Web
site acquisitions.
The Company believes that funds available will be sufficient to meet its
obligations and its anticipated capital requirements for the foreseeable future.
10
<PAGE>
PART II - OTHER INFORMATION
Item 1. LEGAL PROCEEDINGS
Not Applicable
Item 2. CHANGES IN SECURITIES
Not Applicable
Item 3. DEFAULTS UPON SENIOR SECURITIES
Not Applicable
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
a) The Registrant's 1996 Annual Meeting of Stockholders (the
"Annual Meeting") was held on March 13, 1996.
b) Proxies were solicited by the Registrant's management pursuant
to Regulation 14A under the Securities Exchange Act of 1934;
there was no solicitation in opposition to management's nominees
for director as listed in the proxy statement; and all of such
nominees were elected for a one-year term.
c) The following matters were voted upon at the Annual Meeting with
the voting results as indicated:
1. Proposal to approve the election of the individuals set forth
below to the Board of Directors of the Registrant to serve
until the 1997 Annual Meeting of Stockholders of the
Registrant.
<TABLE>
<CAPTION>
Nominee Votes For Votes Against Votes Withheld
------- --------- ------------- --------------
<S> <C> <C> <C>
Alan M. Meckler 6,334,486 - 4,050
Wayne A. Martino 6,299,386 - 39,150
Michael J. Davies 6,334,486 - 4,050
Walter H. Lippincott 6,334,486 - 4,050
</TABLE>
2. Proposal to authorize 26,000,000 additional shares of common
stock of the Registrant.
<TABLE>
<CAPTION>
Votes For Votes Against Abstain
--------- ------------- -------
<S> <C> <C>
6,164,000 162,220 12,316
</TABLE>
11
<PAGE>
3. Proposal to approve several amendments to the Registrant's
1995 Stock Option Plan regarding the automatic grant of
options to non-employee directors pursuant to a non-
discretionary formula.
<TABLE>
<CAPTION>
Votes For Votes Against Abstain
--------- ------------- -------
<S> <C> <C>
6,268,560 57,010 12,966
</TABLE>
4. Proposal to appoint Arthur Andersen LLP, independent
accountants, to act as auditors for the Registrant for the
year ending September 30, 1996.
<TABLE>
<CAPTION>
Votes For Votes Against Abstain
--------- ------------- -------
<S> <C> <C>
6,337,636 200 700
</TABLE>
There were no broker non-votes in connection with any of the
proposals listed above.
Item 5. OTHER INFORMATION
Not Applicable
Item 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
11 - Statement Regarding Computation of Per Share Earnings (Loss)
27 - Financial Data Schedule
(b) Reports on Form 8-K
None
12
<PAGE>
SIGNATURES
----------
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this Report to be signed on its behalf by the
undersigned thereunto duly authorized.
MECKLERMEDIA CORPORATION
Dated: August 9, 1996 /s/Alan M. Meckler
---------------------------------------
Alan M. Meckler
Director, Chairman of the Board,
President and Chief Executive Officer
(Principal Executive Officer)
Dated: August 9, 1996 /s/Christopher S. Cardell
---------------------------------------
Christopher S. Cardell
Senior Vice President and
Chief Financial Officer
13
<PAGE>
EXHIBIT 11
MECKLERMEDIA CORPORATION AND SUBSIDIARIES
-----------------------------------------
STATEMENT REGARDING COMPUTATION OF PER SHARE EARNINGS (LOSS)
------------------------------------------------------------
(UNAUDITED)
-----------
( In thousands, except per share amounts )
----------------------------------------
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
June 30 June 30
--------------------- --------------------
1996 1995 1996 1995
-------- -------- -------- --------
<S> <C> <C> <C> <C>
NET INCOME (LOSS) $513 $67 $(1,967) $735
========== ========= ========== =========
WEIGHTED AVERAGE COMMON SHARES
OUTSTANDING 8,448 7,107 8,405 7,102
DILUTIVE STOCK OPTIONS AND WARRANTS 272 368 - 220
---------- --------- ---------- ---------
TOTAL PRIMARY COMMON SHARES AND
EQUIVALENTS 8,720 7,475 8,405 7,322
========== ========= ========== =========
PRIMARY EARNINGS (LOSS) PER COMMON
SHARE $0.06 $0.01 $(0.23) $0.10
========== ========= ========== =========
</TABLE>
14
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from Mecklermedia
Corporation's consolidated financial statements as of and for the period ended
June 30, 1996, and is qualified in its entirety by reference to such financial
statements.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> SEP-30-1996
<PERIOD-START> OCT-01-1995
<PERIOD-END> JUN-30-1996
<CASH> 18,975
<SECURITIES> 0
<RECEIVABLES> 7,741
<ALLOWANCES> 684
<INVENTORY> 441
<CURRENT-ASSETS> 28,616
<PP&E> 2,038
<DEPRECIATION> 537
<TOTAL-ASSETS> 31,418
<CURRENT-LIABILITIES> 14,775
<BONDS> 0
0
0
<COMMON> 85
<OTHER-SE> 16,221
<TOTAL-LIABILITY-AND-EQUITY> 31,418
<SALES> 10,954
<TOTAL-REVENUES> 24,500
<CGS> 7,167
<TOTAL-COSTS> 14,853
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
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<INCOME-PRETAX> (1,902)
<INCOME-TAX> 65
<INCOME-CONTINUING> (1,967)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (1,967)
<EPS-PRIMARY> (0.23)
<EPS-DILUTED> (0.23)
</TABLE>
