-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, MDYEvqp6v3B0giPCgfB3Nasw7noOTJqmgEFvT/laOSJGqhSzHGVNOjyRU0WzG87C //q/UqWY0DmE9rrY08JVaQ== 0000927016-97-002288.txt : 19970813 0000927016-97-002288.hdr.sgml : 19970813 ACCESSION NUMBER: 0000927016-97-002288 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19970630 FILED AS OF DATE: 19970812 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: DESKTOP DATA INC CENTRAL INDEX KEY: 0000858912 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING, DATA PROCESSING, ETC. [7370] IRS NUMBER: 043016142 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-26540 FILM NUMBER: 97657199 BUSINESS ADDRESS: STREET 1: 80 BLANCHARD RD CITY: BURLINGTON STATE: MA ZIP: 01803 BUSINESS PHONE: 6172293000 MAIL ADDRESS: STREET 1: DESKTOP DATA INC STREET 2: 80 BLANCHARD RD CITY: BURLINGTON STATE: MA ZIP: 01803 10-Q 1 FORM 10-Q FORM 10-Q SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the quarterly period ended: June 30, 1997 ------------- 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 0-26540 ------- DESKTOP DATA, INC. (Exact name of registrant as specified in its charter) DELAWARE 04-3016142 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification Number) 80 Blanchard Road Burlington, Massachusetts 01803 (Address of principal executive offices) (617) 229-3000 (Registrant's telephone number, including area code) 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 60 days. Yes X . No ___. ---- Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date.
Title of each class Outstanding at August 1, 1997 - ------------------- ----------------------------- Common Stock, par value $.01 8,661,910
DESKTOP DATA, INC. AND SUBSIDIARIES TABLE OF CONTENTS
PART I - FINANCIAL INFORMATION Page Number Item 1 - Financial Statements Condensed Consolidated Balance Sheets at June 30, 1997 and December 31, 1996........................................................ 3 Condensed Consolidated Statements of Income for the three and six months ended June 30, 1997 and 1996.................................. 4 Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 1997 and 1996............................................ 5 Notes to the Condensed Consolidated Financial Statements............................................ 6 Item 2 - Management's Discussion and Analysis of Financial Condition and Results of Operations....................................................... 8 PART II - OTHER INFORMATION Item 4 - Submission of Matters to a Vote of Security Holders................................................. 12 Item 6(a) - Exhibits............................................................................................ 12 Item 6(b) - Reports on Form 8-K................................................................................. 12 Signature........................................................................................................ 13 Exhibit Index.................................................................................................... 14 Exhibits......................................................................................................... 15
2 ITEM 1 DESKTOP DATA, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS (in thousands)
Unaudited June 30, December 31, 1997 1996 --------- ------------ ASSETS Current assets: Cash and cash equivalents $14,823 $10,735 Short-term investments 25,961 18,120 Accounts receivable 7,393 4,948 Prepaid expenses and deposits 2,057 1,814 ------- ------- Total current assets 50,234 35,617 ------- ------- Long-term investments - 7,928 ------- ------- Property and equipment, net 5,615 4,640 ------- ------- Other assets 143 142 ------- ------- Total assets $55,992 $48,327 ======= ======= LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Accounts payable $ 2,286 $ 878 Accrued expenses 5,584 3,572 Deferred revenue, current 16,442 13,631 Obligations under capital leases, current 38 34 ------- ------- Total current liabilities 24,350 18,115 ------- ------- Obligations under capital leases, noncurrent 17 38 ------- ------- Deferred revenue, noncurrent 33 190 ------- ------- Commitments (Note 3) Stockholders' equity: Common stock 87 86 Additional paid-in capital 31,898 31,782 Accumulated deficit (393) (1,884) ------- ------- Total stockholders' equity 31,592 29,984 ------- ------- Total liabilities & stockholders' equity $55,992 $48,327 ======= =======
The accompanying notes are an integral part of these condensed consolidated financial statements. 3 DESKTOP DATA, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED) (in thousands, except per share data)
Three Months Ended Six Months Ended June 30, June 30, 1997 1996 1997 1996 ---- ---- ---- ---- Subscription and royalty revenues $ 9,893 $7,508 $19,008 $ 14,395 Other revenues 822 544 1,456 955 ------- ------ ------- -------- Total revenues 10,715 8,052 20,464 15,350 Cost of revenues 3,297 2,178 6,176 4,110 Customer support expenses 1,471 868 2,480 1,649 Development expenses 1,339 1,089 2,472 2,160 Sales and marketing expenses 3,742 2,834 7,087 5,450 General and administrative expenses 523 360 976 765 ------- ------ ------- ------- Total costs and expenses 10,372 7,329 19,191 14,134 ------- ------ ------- ------- Income from operations 343 723 1,273 1,216 Interest income, net 544 429 1,064 880 ------- ------ ------- ------- Income before provision for income taxes 887 1,152 2,337 2,096 Provision for income taxes 266 129 846 233 ------- ------ ------- ------- Net income $ 621 $1,023 $ 1,491 $ 1,863 ======= ====== ======= ======= Net income per common and common equivalent share $ 0.07 $ 0.12 $ 0.17 $ 0.21 ======= ====== ======= ====== Weighted average number of common and common equivalent shares outstanding 8,737 8,839 8,883 8,787 ======= ====== ======= =======
The accompanying notes are an integral part of these condensed consolidated financial statements. 4 DESKTOP DATA, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) (in thousands)
Six Months Ended June 30, 1997 1996 ---- ---- Cash flows from operating activities: Net income $ 1,491 $ 1,863 Adjustment to reconcile net income to net cash provided by operating activities: Depreciation 767 428 Changes in assets and liabilities: Accounts receivable (2,445) (2,090) Prepaid expenses and deposits (243) (257) Accounts payable 1,408 56 Accrued expenses 2,012 162 Deferred revenue 2,654 3,670 -------- -------- Net adjustments to net income 4,153 1,969 -------- -------- Net cash provided by operating activities 5,644 3,832 -------- -------- Cash flows from investing activities: Proceeds from maturities/sales of investments 34,600 13,298 Purchases of investments (34,514) (25,073) Purchases of property and equipment (1,742) (2,143) Increase in other assets - (149) -------- -------- Net cash used in investing activities (1,656) (14,067) -------- -------- Cash flows from financing activities: Proceeds from exercise of stock options 54 102 Proceeds from common stock issuance under the employee stock purchase plan 63 154 Payments on obligations under capital leases (17) (12) -------- -------- Net cash provided by financing activities 100 244 -------- -------- Increase (decrease) in cash and cash equivalents 4,088 (9,991) Cash and cash equivalents, beginning of period 10,735 19,300 -------- -------- Cash and cash equivalents, end of period $ 14,823 $ 9,309 ======== ======== Supplemental disclosure of cash flow information: Cash paid for income taxes $ 114 $ 174 ======== ========
The accompanying notes are an integral part of these condensed consolidated financial statements. 5 DESKTOP DATA, INC. AND SUBSIDIARIES NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) 1. Operations and Significant Accounting Policies Basis of Presentation The condensed consolidated financial statements of Desktop Data, Inc. (the "Company") presented herein have been prepared pursuant to the rules of the Securities and Exchange Commission for quarterly reports on Form 10-Q and do not include all of the information and note disclosures required by generally accepted accounting principles. These financial statements should be read in conjunction with the Company's consolidated financial statements and notes thereto for the year ended December 31, 1996 included in the Company's Form 10- K. In the opinion of management, the accompanying unaudited consolidated financial statements include all adjustments, consisting of only normal recurring adjustments, necessary to present fairly the consolidated financial position, results of operations and cash flows of the Company and its subsidiaries. Quarterly operating results are not necessarily indicative of the results which would be expected for the full year. Principles of Consolidation The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries, Desktop Data Canada, Inc. and Desktop Data Securities Corp. All material intercompany accounts and transactions have been eliminated in consolidation. Cash Equivalents and Investments Cash equivalents consist of highly liquid investments purchased with an original maturity of three months or less. Those securities with maturities of three months to twelve months as of the balance sheet date are classified as short-term investments and securities with maturities of greater than twelve months are classified as long-term investments. At June 30, 1997, cash equivalents included approximately $453,000 in money market investments and $9,629,000 in U.S. government agency securities. At June 30, 1997, short-term investments included approximately $12,244,000 in U.S. Treasury Notes and $13,717,000 in U.S. government agency securities. As of June 30, 1997, all of the Company's investments are classified and accounted for as held to maturity. Net Income Per Common and Common Equivalent Share For the three and six month periods ended June 30, 1997 and 1996, net income per common and common equivalent share is computed by dividing net income by the weighted average number of common and common equivalent shares outstanding during that period. Common equivalent shares from stock options have been included in the computation using the treasury-stock method. In February 1997, the FASB issued Statement of Financial Accounting Standards (SFAS) No. 128, Earnings Per Share. SFAS No. 128 specifies revised computational guidelines, presentation and disclosure requirements for earnings per share and supersedes Accounting Principles Board Opinion No. 15. SFAS No. 128 is effective for financial statements issued for periods ending after December 15, 1997, including interim periods. Earlier application is not permitted; however, upon adoption, SFAS No. 128 requires restatement of all prior period earnings per share information. The difference between earnings per share for the three and six months ended June 30, 1997 and 1996, calculated in accordance with SFAS No. 128, and net income per common and common equivalent share computed using the existing rules, is not expected to be significant. 6 DESKTOP DATA, INC. AND SUBSIDIARIES NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) 2. Stockholders' Equity On June 18, 1997, the Company's Board of Directors authorized the repricing of 518,075 and 4,203 stock options previously granted under the 1995 Plan and 1989 Plan, respectively. The repricing provided for the exercise price of the total 522,278 options to be reduced to $8.625 per share, the closing price of the Company's stock on June 18, 1997. Prior to the repricing, such options had exercise prices ranging from $9.13 to $24.00. 3. Commitments On August 31, 1995, the Company entered into an operating lease for office facilities, which commenced in February, 1996 and expires in fiscal 2003. The Company will pay out a total of approximately $2.3 million in monthly lease payments over the period of the lease. As of June 30, 1997, the Company has paid a deposit of approximately $229,000 related to the lease. 7 ITEM 2 Management's Discussion and Analysis of Financial Condition and Results of Operations Overview Desktop Data, through its NewsEDGE products, delivers, via both corporations' intranets and the internet, a large variety of news and information sources in real time to professionals' personal computers, automatically monitoring and filtering the news, and alerting the users to stories of interest to them. The Company's revenues consist primarily of NewsEDGE subscription fees and related royalties received from news providers in connection with sales of their newswires through NewsEDGE. Historically, royalties have constituted less than 10% of this amount. The Company's other revenues consist principally of NewsEDGE installation services and related computer hardware system sales, and non-recurring custom development projects related to the Company's software. NewsEDGE subscriptions are generally for an initial term of twelve months, payable in advance, and are automatically renewable for successive one year periods unless the customer delivers notice of termination prior to the expiration date of the then current agreement. NewsEDGE subscription revenues are recognized ratably over the subscription term, beginning on installation of the NewsEDGE service. Accordingly, a substantial portion of the Company's revenues are recorded as deferred revenues until they are recognized over the license term. The Company does not capitalize customer acquisition costs. Certain newswires offered by the Company through NewsEDGE are purchased by the customer directly from the news provider and payments are made directly from the NewsEDGE customer to the provider. For some of these newswires, the Company receives ongoing royalties on payments made by the customer to the news provider, and those royalties constitute part of the Company's subscription and royalty revenues. For other newswires that are resold by Desktop Data to the NewsEDGE customer, the Company includes a fee for the newswire in the NewsEDGE subscription fee paid by the customer and pays a royalty to the news provider. Such royalties are included in the Company's cost of revenues. Results of Operations for the Three and Six Month Periods Ended June 30, 1997 Total revenues increased 33.1% to $10.7 million for the three months ended June 30, 1997 as compared to $8.1 million for the same period in 1996. Year-to- date total revenues increased 33.3% to $20.5 million as compared to $15.4 million for the same period in 1996. For the three months ended June 30, 1997, subscription and royalty revenues increased 31.8% to $9.9 million, up from $7.5 million for the same period in 1996. Year-to-date subscription and royalty revenues increased 32% to $19 million as compared to $14.4 million for the same period in 1996. Other revenues increased 51.1% to $822,000 and 52.5% to $1.5 million, respectively, for the three and six month periods ended June 30, 1997, up from $544,000 and $955,000, respectively, for the same periods in 1996. The increase in subscription and royalty revenues was due to increased subscription revenues from new customers, the retention and growth of revenues from existing customers and increased royalties from the sale of third party information news. The increase in other revenues was primarily due to increases in non-recurring custom development projects and installations of NewsEDGE. The number of installed customers increased from 363 customers at June 30, 1996, to 396 customers at June 30, 1997, an increase of 9.1%. The number of authorized users within customer organizations increased from 105,877 users at June 30, 1996 to 156,748 users at June 30, 1997, an increase of 48%. The average users per customer increased from 267 users at June 30, 1996 to 360 users at June 30, 1997, an increase of 34.8%. The Company's average revenues per customer increased from $41,244 for the six months ended June 30, 1996 to $48,865 for the six months ended June 30, 1997, an increase of 18.5%. On April 17, 1997, in conjunction with the announcement of financial results for the three months ended March 31, 1997, the Company stated that it experienced a lower than anticipated level of order bookings during the first quarter of 1997 which would result in lower than anticipated revenue growth for the remainder of 1997. The Company also indicated that it intended to continue to invest in development, support and sales resources at planned levels to address both the market opportunity and increased 8 competition. The Company further mentioned that as a consequence of the above, the 1997 operating profit margin would be lower than that generated in 1996. Cost of revenues, as a percentage of total revenues, increased to 30.8% and 30.2%, respectively, for the three and six month periods ended June 30, 1997 from 27% and 26.8%, respectively, for the same periods in 1996. The percentage increases in cost of revenues were due primarily to increases in royalties paid to third party information providers and increases in transmission costs. Customer support expenses increased 69.5% to $1.5 million for the three months ended June 30, 1997, as compared to $868,000 for the same period in 1996. Year- to-date customer support expenses increased 50.4% to $2.5 million for the six months ended June 30, 1997, as compared to $1.6 million for the same period in 1996. These increases resulted primarily from higher staffing levels and the continuing need for the Company to provide additional support to its growing customer base. As a percentage of total revenues, customer support expenses increased to 13.7% and 12.1% for the three and six month periods ended June 30, 1997 from 10.8% and 10.7% for the comparable periods in 1996. At June 30, 1997, Desktop Data had 55 employees engaged in field and central customer support operations. Development expenses increased 23% to $1.3 million for the three months ended June 30, 1997, as compared to $1.1 million for same period in 1996. Year-to- date development expenses increased 14.4% to $2.5 million for the six months ended June 30, 1997, as compared to $2.2 million for the same period in 1996. Development expenses increased as a result of an investment in more experienced personnel to provide for enhancements of existing features and the development and quality assurance testing of new features. As a percentage of total revenues, development expenses decreased slightly to 12.5% and 12.1% for the three and six month periods ended June 30, 1997, as compared to 13.5% and 14.1% for the comparable periods in 1996. At June 30, 1997, Desktop Data had 43 employees engaged in development and quality assurance operations. Sales and marketing expenses increased 32% to $3.7 million for the three month period ended June 30, 1997, as compared to $2.8 million for the same period in 1996. Year-to-date sales and marketing expenses increased 30% to $7.1 million for the six month period ended June 30, 1997, from $5.5 million for the same period in 1996. Sales and marketing expenses increased during these periods, primarily due to the expansion of the sales and marketing organizations. As a percentage of total revenues, sales and marketing expenses remained relatively constant at 34.9% and 34.6% for the three and six month periods ended June 30, 1997, as compared with 35.2% and 35.5% for the same periods in 1996. As of June 30, 1997, Desktop Data's direct sales force and marketing staff consisted of 72 employees. General and administrative expenses increased 45.3% to $523,000 for the three months ended June 30, 1997 from $360,000 for the same period in 1996. Year-to- date general and administrative expenses increased 27.6% to $976,000 for the six months ended June 30, 1997 from $765,000 for the same period in 1996. The increases in general and administrative expenses were due primarily to additions to staff and new administrative functions to support the Company's growth. General and administrative expenses, as a percentage of total revenues, remained relatively constant at 4.9% and 4.8% for the three and six month periods ended June 30, 1997, as compared to 4.5% and 5% for the same periods in 1996. At June 30, 1997, Desktop Data had 14 employees engaged in general and administrative operations. Interest income, net increased to $544,000 and $1.1 million for the three and six month periods ended June 30, 1997, from $429,000 and $880,000 for the comparable periods in 1996 due to higher cash and investment balances generated from operations and higher interest rates earned on cash, cash equivalent and investment balances. The provision for income taxes increased to $266,000 and $846,000, respectively, for the three and six month periods ended June 30, 1997 from $129,000 and $233,000, respectively, for the comparable periods in 1996. The increase in the tax provision is due to both a reduction in the tax loss carryforwards and higher expected taxable income from the Company's foreign operations which are subject to higher tax rates. 9 Liquidity and Capital Resources The Company's combined cash, cash equivalent and investment balance was $40.8 million at June 30, 1997, as compared to $36.8 million at December 31, 1996, an increase of $4 million. Net cash generated from operations was $5.6 million for the six months ending June 30, 1997 compared with $3.8 million for the comparable period in 1996, due primarily to increases in accounts payable and accrued expenses balances. Net cash used for investing activities for the six months ended June 30, 1997 was $1.7 million, due to the purchase of property and equipment. Net cash provided by financing activities in the six months ended June 30, 1997 was $100,000, due primarily to employee stock option exercises and stock purchases pursuant to the employee stock purchase plan. The Company continues to investigate the possibility of investments in or acquisitions of complementary businesses, products or technologies, although the Company has not entered into any commitments or negotiations with respect to any such transactions. The Company believes that its current cash, cash equivalent and investment balances combined with funds anticipated to be generated from future operations will be sufficient to satisfy working capital and capital expenditure requirements for at least the next twelve months. Certain Factors Affecting Future Operating Results The Company operates in a rapidly changing environment that involves a number of risks, some of which are beyond the Company's control. The following discussion highlights some of the risks which may affect future operating results. Competition. The business information services industry is intensely competitive and is characterized by rapid technological change and the entry into the field of extremely large and well-capitalized companies as well as smaller competitors. Increased competition, on the basis of price or otherwise, may require price reductions or increased spending on marketing or software development, which could have material adverse effect on the Company's business and results of operations. In the recent past, competition has increased as several new companies and Internet-based technologies have entered the market. The Company believes that this has resulted in a lengthening of its customers' decision making process and may adversely affect the Company's business and results of operations in the future. Dependence on NewsEDGE Service. The Company currently derives substantially all of its revenues from NewsEDGE service subscriptions and related royalties. Although the Company intends to increase the number of news and other information sources available through NewsEDGE and to otherwise enhance NewsEDGE, the Company's strategy is to continue to focus on providing the NewsEDGE service as its sole line of business. In addition, there can be no assurance that the Company will be able to increase the number of news sources or otherwise enhance NewsEDGE. As a result, any factor adversely affecting sales of NewsEDGE would have a material adverse effect on the Company. The Company's future financial performance will depend principally on the market's acceptance of NewsEDGE and the Company's ability to sell NewsEDGE to additional customers and to increase revenue derived from existing customers by increasing the number of users within each customer, adding additional newswires or adding additional NewsEDGE servers. Dependence on News Providers. The Company currently makes over 650 news and information sources available through NewsEDGE, pursuant to agreements between the Company and numerous news providers. A significant percentage of the Company's customers subscribe to services provided by one or more of Press Association Inc., a subsidiary of The Associated Press, Dow Jones & Company, Inc., The Financial Times (London), Reuters America, Inc. and Thomson. The Company's agreements with news providers are generally for a term of one year, with automatic renewal unless notice of termination is provided before the end of the term by either party. These agreements may also be terminated by the provider if Desktop Data fails to fulfill its obligations under the agreement and, under some of the agreements, upon the occurrence of a change in control of the Company. Many of these news and information providers compete with one another and, to some extent, with the Company. Termination of one or more significant news provider agreements would decrease the news and information which the Company can offer its customers and would have a material adverse effect on the Company's business and results of operations. 10 Dependence on News Transmission Sources. NewsEDGE news and information is transmitted using one or more of three methods: leased telephone lines, satellites or FM radio transmission. None of these methods of news transmission is within the control of the Company, and the loss or significant disruption of any of them could have a material adverse effect on the Company's business. Many newswire providers have established their own broadcast communications networks using one or more of these three vehicles. In these cases, Desktop Data's role is to arrange communications between the news provider and the NewsEDGE customer's server. For sources which do not have their own broadcast communications capability, news and information is delivered to the Company's news consolidation facility, where it is reformatted for broadcast to NewsEDGE servers and retransmitted to customers through an arrangement between the Company and WavePhore ("WavePhore"), a common carrier communications vendor. WavePhore is also the communications provider for many newswires offered by the Company through NewsEDGE. The Company's agreement with WavePhore expires on December 31, 1998. This agreement can be terminated earlier in the event of a material breach by the Company of the agreement. If the agreement with WavePhore were terminated on short notice, or if WavePhore were to encounter technical or financial difficulties adversely affecting its ability to continue to perform under the agreement or otherwise, the Company's business would be materially and adversely affected. The Company believes that if WavePhore were unable to fulfill its obligations, other sources of retransmission would be available to the Company, although the transition from WavePhore to those sources could result in delays or interruptions of service that could have a material adverse affect on the Company's business. Rapid Technological Change. The business information services, software and communications industries are subject to rapid technological change, which may render existing products and services obsolete or require significant unanticipated investments in research and development. The Company's future success will depend, in part, upon its ability to enhance NewsEDGE and keep pace with technological developments. Dependence on Key Personnel. The Company's success depends to a significant extent upon the continued service of its executive officers and other key management, sales and technical personnel, and on its ability to continue to attract, retain and motivate qualified personnel. The competition for such employees is intense. The Company has no long-term employment contracts with any of its employees. The loss of the services of one or more of the Company's executive officers, sales people, design engineers or other key personnel or the Company's inability to recruit replacements for such personnel or to otherwise attract, retain and motivate qualified personnel could have a material adverse effect on the Company's business and results of operations. The Company maintains $3 million of key-man life insurance on Donald L. McLagan, the Company's Chairman, President and Chief Executive Officer. 11 DESKTOP DATA, INC. AND SUBSIDIARIES PART II - OTHER INFORMATION Item 4. Submission of Matters to a Vote of Security Holders - ------------------------------------------------------------ The Annual Meeting of Stockholders was held on June 3, 1997. Holders of an aggregate of 8,636,705 shares at the close of business on April 16, 1997 were entitled to vote at the meeting. At such meeting, the Company's stockholders voted as follows: a) To reelect Ms. June Rokoff and Ms. Ellen Carnahan to the Board of Directors for a three-year term.
Total Vote for Each Total Vote Withheld Director from Each Director Ellen Carnahan 7,291,038 265,115 June Rokoff 7,287,927 268,226
Messrs. Donald L. McLagan and Rory J. Cowan will continue to hold office until the 1998 Annual Meeting of Stockholders or until their successors have been duly elected or until their earlier resignation or removal. Mr. A. Baron Cass will continue to hold office until the 1999 Annual Meeting of Stockholders or until his successor has been duly elected or until his earlier resignation or removal. b) To amend the Company's 1995 Stock Plan to increase the number of shares of Common Stock reserved for issuance thereunder from 625,000 shares to 1,625,000 shares. Total Vote for the Proposal 4,996,651 Total Vote Against the Proposal 1,427,857 Abstentions 14,081 Broker Non-votes 1,117,564
c) To ratify the appointment of the firm of Arthur Andersen LLP as independent accountants for the Company for the fiscal year ending December 31, 1997. Total Vote for the Proposal 7,472,078 Total Vote Against the Proposal 71,999 Abstentions 12,076
Item 6. Exhibits and Reports Filed on Form 8-K. - ------------------------------------------------ 6(a) Exhibits. 10.1 - 1995 Stock Plan, as amended 11.1 - Computation of Earnings Per Share 27.0 - Financial Data Schedule 6(b) REPORTS ON FORM 8-K No reports on Form 8-K have been filed during the quarter for which this report is filed. 12 DESKTOP DATA, INC. AND SUBSIDIARIES SIGNATURE Pursuant to the requirements of the Securities Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. DESKTOP DATA, INC. (Registrant) Date: August 12, 1997 /s/ Edward R. Siegfried ------------------------- Edward R. Siegfried Vice President--Finance and Operations, Treasurer and Assistant Secretary 13 DESKTOP DATA, INC. AND SUBSIDIARIES EXHIBIT INDEX
Exhibit No. Description Page - ----------- ----------- ---- 10.1 - 1995 Stock Plan, as amended (filed as an -- attachment to the Company's Definitive Proxy Statement, filed with The Securities and Exchange Commission on April 24, 1997, and incorporated by reference herein) 11.1 - Computation of earnings per share 15 27.0 - Financial Data Schedule 16
14 EX-11.1 2 COMPUTATION OF EARNINGS PER SHARE DESKTOP DATA, INC. AND SUBSIDIARIES EXHIBIT 11.1 COMPUTATION OF NET EARNINGS PER SHARE (UNAUDITED) (in thousands, except per share data)
Three Months Ended Six Months Ended June 30, June 30, 1997 1996 1997 1996 -------- -------- -------- ------- Net income available for common stockholders $ 621 $1,023 $1,491 $1,863 ====== ====== ====== ====== Weighted average common shares outstanding 8,645 8,565 8,638 8,545 Common stock equivalents outstanding, pursuant to the treasury stock method 92 274 245 242 ------ ------ ------ ------ Weighted average number of common and common equivalent shares outstanding 8,737 8,839 8,883 8,787 ------ ------ ------ ------ Net income per common and common equivalent share $ 0.07 $ 0.12 $ 0.17 $ 0.21 ====== ====== ====== ======
15 EX-27 3 FINANCIAL DATA SCHEDULE
5 1,000 3-MOS 6-MOS DEC-31-1997 DEC-31-1997 APR-01-1997 JAN-01-1997 JUN-30-1997 JUN-30-1997 14,823 14,823 25,961 25,961 7,393 7,393 0 0 0 0 50,234 50,234 7,951 7,951 2,366 2,366 55,992 55,992 24,350 24,350 0 0 0 0 0 0 87 87 31,505 31,505 55,992 55,992 10,715 20,464 10,715 20,464 3,297 6,176 10,372 19,191 0 0 0 0 0 0 887 2,337 266 846 621 1,491 0 0 0 0 0 0 621 1,491 .07 0.17 .07 0.17
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