-----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, KvsuI8fUtQnRc81+1FLE9gM+RFPxjKsX/YnSJ0ZTvrgvZjFQkRDlZd+mWcAp0J4f yuHPxHGHWvwN/B1MTaKKZw== 0000950137-96-001455.txt : 19960816 0000950137-96-001455.hdr.sgml : 19960816 ACCESSION NUMBER: 0000950137-96-001455 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19960630 FILED AS OF DATE: 19960814 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: SPSS INC CENTRAL INDEX KEY: 0000869570 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 362815480 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-22194 FILM NUMBER: 96613086 BUSINESS ADDRESS: STREET 1: 444 NORTH MICHIGAN AVE CITY: CHICAGO STATE: IL ZIP: 60611 BUSINESS PHONE: 3123292400 MAIL ADDRESS: STREET 1: 444 N MICHIGAN AVE CITY: CHICAGO STATE: IL ZIP: 60611 10-Q 1 10-Q 1 ================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 1996 COMMISSION FILE NUMBER: 33-64732 SPSS INC. (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) DELAWARE 36-2815480 (STATE OR OTHER JURISDICTION (IRS EMPLOYER IDENTIFICATION NO.) OF INCORPORATION OR ORGANIZATION) 444 N. MICHIGAN AVENUE, CHICAGO, ILLINOIS 60611 (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES AND ZIP CODE) REGISTRANT'S TELEPHONE NUMBER INCLUDING AREA CODE: (312)329-2400 INDICATE BY CHECK MARK WHETHER THE REGISTRANT (1) HAS FILED ALL REPORTS 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 FILING REQUIREMENTS FOR THE PAST 90 DAYS. YES X NO -- -- AS OF AUGUST 1, 1996, THERE WERE 7,176,185 SHARES OF COMMON STOCK OUTSTANDING, PAR VALUE $.01, OF THE REGISTRANT. ================================================================================ 2 SPSS INC. FORM 10-Q QUARTER ENDED JUNE 30, 1996 INDEX
PART I - FINANCIAL INFORMATION PAGE ---- ITEM 1. FINANCIAL STATEMENTS INDEPENDENT AUDITORS' REVIEW REPORT 3 CONSOLIDATED BALANCE SHEETS AS OF DECEMBER 31, 1995 AND JUNE 30, 1996 (UNAUDITED) 4 CONSOLIDATED STATEMENTS OF INCOME FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 1995 (UNAUDITED) AND 1996 (UNAUDITED) 5 CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE SIX MONTHS ENDED JUNE 30, 1995 (UNAUDITED) AND 1996 (UNAUDITED) 6 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 7 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 8 PART II - OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS 13 ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY-HOLDERS 13 ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K 14
3 ITEM 1. FINANCIAL STATEMENTS INDEPENDENT AUDITORS' REVIEW REPORT The Board of Directors SPSS Inc.: We have reviewed the consolidated balance sheet of SPSS Inc. and subsidiaries as of June 30, 1996, and the related consolidated statements of income for the three-month and six-month periods ended June 30, 1995 and 1996 and cash flows for the six-month periods ended June 30, 1995 and 1996. These consolidated financial statements are the responsibility of SPSS Inc.'s management. We conducted our review in accordance with standards established by the American Institute of Certified Public Accountants. A review of interim financial information consists principally of applying analytical procedures to financial data and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with generally accepted auditing standards, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion. Based on our review, we are not aware of any material modifications that should be made to the consolidated financial statements referred to above, for them to be in conformity with generally accepted accounting principles. We have previously audited, in accordance with generally accepted auditing standards, the consolidated balance sheet of SPSS Inc. and subsidiaries as of December 31, 1995, and the related consolidated statements of income, stockholders' equity, and cash flows for the year then ended (not presented herein); and in our report dated February 21, 1996, except as to Note 14 which is as of March 15, 1996, we expressed an unqualified opinion on those consolidated financial statements. In our opinion, the information set forth in the accompanying consolidated balance sheet as of December 31, 1995, is fairly stated, in all material respects, in relation to the consolidated balance sheet from which it has been derived. KPMG Peat Marwick LLP Chicago, Illinois August 2, 1996 3 4 SPSS INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (IN THOUSANDS, EXCEPT FOR SHARE DATA)
DECEMBER 31, JUNE 30, 1995 1996 ------------- ---------- (UNAUDITED) CURRENT ASSETS: Cash and cash equivalents $ 10,778 $ 11,511 Accounts receivable, net of allowances 12,252 12,083 Inventories 1,590 1,387 Prepaid expenses and other current assets 1,469 1,914 --------------- -------------- Total current assets 26,089 26,895 --------------- -------------- EQUIPMENT AND LEASEHOLD IMPROVEMENTS, at cost: Furniture, fixtures and office equipment 3,494 3,641 Computer equipment and software 8,609 9,648 Leasehold improvements 1,413 1,483 --------------- -------------- 13,516 14,772 Less: Accumulated depreciation and amortization 9,179 9,795 --------------- -------------- Net equipment and leasehold improvements 4,337 4,977 --------------- -------------- Capitalized software development costs, net of accumulated amortization 6,839 6,748 Goodwill, net of accumulated amortization 2,113 1,989 Other assets 1,999 1,889 --------------- -------------- $ 41,377 $ 42,498 =============== ============== CURRENT LIABILITIES: Accounts payable $ 2,331 $ 2,487 Accrued royalties 496 430 Accrued rent 921 793 Other accrued liabilities 8,785 6,735 Income taxes and value added taxes payable 2,262 2,988 Customer advances 295 195 Deferred revenues 6,485 5,348 --------------- -------------- Total current liabilities 21,575 18,976 --------------- -------------- Deferred income taxes 2,015 2,015 Other noncurrent liabilities 288 162 STOCKHOLDERS' EQUITY: Common stock, $.01 par value; 50,000,000 shares authorized; 7,148,891 and 7,174,481 shares issued and 71 72 outstanding in 1995 and 1996, respectively Additional paid-in-capital 37,126 37,416 Cumulative foreign currency translation adjustments (699) (867) Accumulated deficit (18,999) (15,276) --------------- -------------- Total stockholders' equity 17,499 21,345 --------------- -------------- $ 41,377 $ 42,498 =============== ==============
See accompanying notes to consolidated financial statements. 4 5 SPSS INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF INCOME (IN THOUSANDS, EXCEPT FOR SHARE DATA) (UNAUDITED)
THREE MONTHS ENDED SIX MONTHS ENDED JUNE 30, JUNE 30, ------------------------------- ------------------------------- 1995 1996 1995 1996 ------------------------------- ------------------------------- Net revenues: Desktop products $ 10,771 $ 12,713 $ 21,118 $ 25,619 Large System products 2,550 2,612 5,110 5,467 Other products and services 1,703 1,828 3,558 3,130 ------------ ------------ ----------- ------------ Net revenues 15,024 17,153 29,786 34,216 Cost of revenues 1,473 1,700 2,823 3,303 ------------ ------------ ----------- ------------ Gross profit 13,551 15,453 26,963 30,913 ------------ ------------ ----------- ------------ Operating expenses: Sales and marketing 8,412 8,690 16,616 17,613 Product development 2,130 2,822 4,151 5,283 General and administrative 1,166 1,285 2,215 2,521 ------------ ------------ ----------- ------------ Operating expenses 11,708 12,797 22,982 25,417 Operating income 1,843 2,656 3,981 5,496 Other income (expense): Net interest income 15 103 11 225 Other 75 (19) 142 (69) ------------ ------------ ----------- ------------ Other income (expense) 90 84 153 156 ------------ ------------ ----------- ------------ Income before income taxes 1,933 2,740 4,134 5,652 Income tax expense 663 930 1,418 1,929 ------------ ------------ ----------- ------------ Net income $ 1,270 $ 1,810 $ 2,716 $ 3,723 ============ ============ ============ ============ Net income per share $ 0.17 $ 0.23 $ 0.37 $ 0.48 ============ ============ ============ ============ Shares used in computing net income per share 7,685,380 7,863,790 7,422,396 7,818,397 ============ ============ ============ ============
See accompanying notes to consolidated financial statements. 5 6 SPSS INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (IN THOUSANDS) (UNAUDITED)
SIX MONTHS ENDED JUNE 30, ----------------------------- 1995 1996 ---- ----- Cash flows from operating activities: Net income $ 2,716 $ 3,723 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 2,024 2,210 Changes in assets and liabilities, net of effects of the purchase of BMDP Statistical Software, Inc.: Accounts receivable 770 169 Inventories 381 203 Accounts payable (1,802) 156 Accrued royalties (90) (66) Accrued expenses (1,035) (1,933) Other (726) (1,523) --------- -------- Net cash provided by operating activities 2,238 2,939 --------- -------- Cash flows from investing activities: Capital expenditures, net (1,458) (1,649) Capitalized software development costs (1,441) (603) Net payments for acquisitions -- (244) --------- -------- Net cash used in investing activities (2,899) (2,496) --------- -------- Cash flows from financing activities: Net repayments under line-of-credit agreement (2,868) -- Net proceeds from issuance of common stock 9,206 116 Income tax benefit from stock option exercises -- 174 --------- -------- Net cash provided by financing activities 6,338 290 --------- -------- Net change in cash 5,677 733 Cash and cash equivalents at beginning of period 1,714 10,778 Cash and cash equivalents at end of period $ 7,391 $ 11,511 ======== ======= Supplemental disclosures of cash flow information: Interest paid $ 116 $ 18 Income taxes paid 1,784 727 ======== =======
See accompanying notes to consolidated financial statements. 6 7 SPSS INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 1 - BASIS OF PRESENTATION THE ACCOMPANYING UNAUDITED INTERIM CONSOLIDATED FINANCIAL STATEMENTS REFLECT ALL ADJUSTMENTS WHICH, IN THE OPINION OF MANAGEMENT, ARE NECESSARY FOR A FAIR PRESENTATION OF THE RESULTS OF THE INTERIM PERIODS PRESENTED. ALL SUCH ADJUSTMENTS ARE OF A NORMAL RECURRING NATURE. THESE CONSOLIDATED FINANCIAL STATEMENTS SHOULD BE READ IN CONJUNCTION WITH THE COMPANY'S AUDITED CONSOLIDATED FINANCIAL STATEMENTS AND NOTES THERETO FOR THE YEAR ENDED DECEMBER 31, 1995, INCLUDED IN THE COMPANY'S FORM 10-K FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. NOTE 2 - NET INCOME PER SHARE NET INCOME PER COMMON AND COMMON EQUIVALENT SHARE HAS BEEN COMPUTED USING THE WEIGHTED AVERAGE NUMBER OF COMMON AND DILUTIVE COMMON EQUIVALENT SHARES OUTSTANDING FOR EACH PERIOD (7,863,790 SHARES FOR THE THREE MONTHS ENDED JUNE 30, 1996, 7,818,397 SHARES FOR THE SIX MONTHS ENDED JUNE 30, 1996, AND 7,685,380 AND 7,422,396 SHARES FOR THE COMPARABLE PERIODS IN 1995). COMMON EQUIVALENT SHARES CONSIST OF THE SHARES ISSUABLE UPON EXERCISE OF STOCK OPTIONS (USING THE TREASURY STOCK METHOD). 7 8 ITEM 2. MANGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND RESULTS OF OPERATIONS. The following table sets forth the percentages that selected items in the Consolidated Statements of Income bear to net revenues. PERCENTAGE OF NET REVENUES PERCENTAGE OF NET REVENUES -------------------------- -------------------------- THREE MONTHS ENDED SIX MONTHS ENDED JUNE 30, JUNE 30, ------------------- ------------------- 1995 1996 1995 1996 ---- ---- ---- ---- Statement of Income Data: Net revenues: Desktop products 72% 74% 71% 75% Large System products 17% 15% 17% 16% Other products and services 11% 11% 12% 9% ---- ---- ---- ---- Net revenues 100% 100% 100% 100% Cost of revenues 10% 10% 10% 10% ---- ---- ---- ---- Gross profit 90% 90% 90% 90% ---- ---- ---- ---- Operating expenses: Sales and marketing 56% 51% 56% 52% Product development 14% 16% 14% 15% General and administrative 8% 8% 7% 7% ---- ---- ---- ---- Operating expenses 78% 75% 77% 74% Operating income 12% 15% 13% 16% Other income (expense): Net interest income -- 1% -- 1% Other 1% -- 1% -- ---- ---- ---- ---- Other income (expense) 1% 1% 1% 1% ---- ---- ---- ---- Income before income taxes 13% 16% 14% 17% Income tax expense 4% 5% 5% 6% ---- ---- ---- ---- Net income 9% 11% 9% 11% ==== ==== ==== ====
8 9 COMPARISON OF THREE MONTHS ENDED JUNE 30, 1995 TO THREE MONTHS ENDED JUNE 30, 1996. Net Revenues. Net revenues were $15,024,000 and $17,153,000 for the three months ended June 30, 1995 and 1996, respectively, an increase of 14%. This revenue increase was influenced, in part by the acquisition of BMDP Statistical Software, Inc. ("BMDP"), effective December 29, 1995. Net of BMDP revenue of approximately $226,000, the Company's increase in sales was 13%. Revenues from products designed for desktop computers ("Desktop products") increased by 18% over the corresponding period in 1995, and there was a 2% increase in revenues from products designed for mainframes, minicomputers, and UNIX workstations ("Large System products"). The increase in revenues from Desktop products reflected a $1,414,000 increase in new revenues from SPSS for Windows. In addition, revenues from annual license renewals of Desktop products resulted in a net increase of $894,000, reflecting a $1,006,000 increase in annual license renewals of SPSS for Windows. The increase in revenues from Large System products was primarily due to an increase in revenues from new UNIX licenses as a result of the BMDP acquisition. Other products and services revenues increased by 7% due primarily to an increase of $282,000 in revenues from training and consulting services. Revenue for the second quarter of 1996 were adversely affected by changes in foreign currency exchange rates. Cost of Revenues. Cost of revenues consists of costs of goods sold, amortization of capitalized software development costs, and royalties paid to third parties. Cost of revenues was $1,473,000 and $1,700,000 in the three months ended June 30, 1995 and 1996, respectively. Such costs increased due to higher sales levels and higher amortization amounts of capitalized software and product translations. As a percentage of net revenues, cost of revenues remained constant at 10%. Sales and Marketing. Sales and marketing expenses were $8,412,000 and $8,690,000 in the three months ended June 30, 1995 and 1996, respectively, an increase of 3%. This increase was due to the expansion of the domestic and international sales organizations, and salary and commission increases. As a percentage of net revenues, such expenses decreased from 56% to 51%. Product Development. Product development expenses were $2,130,000 and $2,822,000 (net of capitalized software development costs of $309,000 and $176,000) in the three months ended June 30, 1995 and 1996, respectively, an increase of 32%. In the corresponding periods in 1995 and 1996, the Company's expense for amortization of capitalized software and product translations, included in cost of revenues, was $346,000 and $356,000, respectively. The increase in product development expenses was primarily due to lower capitalization of developed software, salary and recruiting fee increases, and other additions to the product development staff. As a percentage of net revenues, product development expenses increased from 14% to 16%. 9 10 General and Administrative. General and administrative expenses were $1,166,000 and $1,285,000 in the three months ended June 30, 1995 and 1996, respectively, an increase of 10%. Such expenses increased primarily due to increases in bad debt and temporary employment expenses. As a percentage of net revenues, general and administrative expenses remained constant at 8%. Net Interest Income. Net interest income was $15,000 and $103,000 for the three months ended June 30, 1995 and 1996, respectively. This variance was primarily due to SPSS' investment of higher cash balances in 1996, the elimination of interest expense related to the final settlement of the stock appraisal action in 1995, and adjustment for prior year vendor interest charges in 1995. Other Income (Expense). Other income (expense) consists of foreign currency transaction gains and losses. Such foreign currency transactions resulted in a gain of $75,000 for the three months ended June 30, 1995 and an expense of $19,000 for the three months ended June 30, 1996. Provision for Income Taxes. Provision for income taxes was $663,000 and $930,000, for the three months ended June 30, 1995 and 1996, respectively, reflecting an approximate effective tax rate of 34%. COMPARISON OF SIX MONTHS ENDED JUNE 30, 1995 TO SIX MONTHS ENDED JUNE 30, 1996. Net Revenues. Net revenues were $29,786,000 and $34,216,000 in the six months ended June 30, 1995 and 1996, respectively, an increase of 15%. This increase in revenue was influenced, in part, by the acquisition of BMDP, effective December 29, 1995. Net of BMDP revenue of approximately $496,000, the Company's increase in sales was 13%. Revenues from Desktop products increased 21% over the corresponding period in 1995 and revenues from Large System products increased 7%. The increase in revenues from Desktop products reflected $2,925,000 in new revenues from SPSS for Windows. In addition, revenues from annual license renewals of Desktop products resulted in a net increase of $1,738,000, reflecting a $2,046,000 increase in annual license renewals of SPSS for Windows. The increase in revenues from Large System products was primarily due to an increase in revenues from new UNIX licenses as a result of the BMDP acquisition. Other products and services revenues decreased 12% primarily due to the decrease in revenues previously received from publications and student products due to the end of the payment of guaranteed royalty payments for the Prentice Hall Agreement in July 1995. Revenues for the first six months of 1996 were adversely affected by changes in foreign currency exchange rates. Cost of Revenues. Cost of revenues were $2,823,000 and $3,303,000 for the six months ended June 30, 1995 and 1996, respectively. Such costs increased due to higher sales levels and higher amortization amounts of capitalized software and product translations. As a percentage of net revenues, such expenses remained constant at 10%. 10 11 Sales and Marketing. Sales and marketing expenses were $16,616,000 and $17,613,000 in the six months ended June 30, 1995 and 1996, respectively, an increase of 6%. This increase was due to expansion of the domestic and international sales organizations, and salary and commission increases. As a percentage of net revenues, such expenses decreased from 56% to 52%. Product Development. Product development expenses were $4,151,000 and $5,283,000 (net of capitalized software development costs of $942,000 and $459,000) for the six months ended June 30, 1995 and 1996, respectively, an increase of 27%. In the corresponding periods in 1995 and 1996, the Company's expense for amortization of capitalized software and product translations, included in cost of revenues, was $718,000 and $694,000, respectively. The increase in product development expenses was primarily due to lower capitalization of developed software, salary and recruiting fee increases and other additions to the product development staff. As a percentage of net revenues, such expenses increased from 14% to 15%. General and Administrative. General and administrative expenses were $2,215,000 and $2,521,000 in the six months ended June 30, 1995 and 1996, respectively. Such expenses increased primarily due to increases in bad debt expense and temporary employment expenses. As a percentage of net revenues, general and administrative expenses remained constant at 7%. Net Interest Income. Net interest income was $11,000 and $225,000 for the six months ended June 30, 1995 and 1996, respectively. This favorable variance can be attributed to the elimination of interest expense related to the line of credit, which was repaid with the net proceeds from the Company's follow-on public offering of common stock, in February 1995. Other Income (Expense). Other income (expense) was $142,000 and $(69,000) for the six months ended June 30, 1995 and 1996, respectively. These balances reflect foreign currency gains of $247,000 and a $105,000 charge related to the final settlement of the stock appraisal action in 1995; and in 1996, foreign currency losses of $69,000. Provision for Income Taxes. Provision for income taxes was $1,418,000 and $1,929,000 in the six months ended June 30, 1995 and 1996, respectively, reflecting an approximate effective tax rate of 34%. LIQUIDITY AND CAPITAL RESOURCES The Company had no long-term debt as of June 30, 1996 and held approximately $11,511,000 of cash and cash equivalents. Funds in the first six months of 1996 were used in operations and for payments related to the Company's acquisition of BMDP. Capital expenditures were also made for furniture, computer equipment and leasehold improvements for newly hired employees and product development. 11 12 The Company currently has an available $5,000,000 secured line of credit with Bank of America N.T.S.A. ("B of A"), under which borrowings bear interest at the reference rate (currently 8.25%). As of June 30, 1996, the Company had no borrowings under this line of credit. The credit agreement with B of A requires the Company to comply with certain specified financial ratios and tests, and restricts the Company's ability to, among other things (i) pay dividends or make distributions, (ii) incur additional indebtedness, (iii) create liens on assets, (iv) make investments, (v) engage in mergers, acquisitions or consolidations, (vi) sell assets and (vii) engage in certain transactions with affiliates. The Company anticipates that amounts available under its line of credit, existing sources of liquidity, cash flows generated from operations, and the net proceeds from the February 1995 public offering of common stock will be sufficient to fund the Company's operations and capital requirements for the foreseeable future. However, no assurance can be given that changing business circumstances will not require additional capital for reasons that are not currently anticipated or that the necessary additional capital will then be available to the Company on favorable terms, or at all. INTERNATIONAL OPERATIONS Significant growth in the Company's international operations continued during the second quarter of 1996. The portion of revenues attributable to international operations was adversely affected by the relationship of the U.S. dollar when compared to other foreign currencies. Net corporate revenues increased 14% in the three months ended June 30, 1996, when compared to the three months ended June 30, 1995 and 15% for the six months ended June 30, 1996 when compared to the same period of 1995. Net of the effects of changes in foreign currency rates, the increase would have been approximately 20% and 21%, respectively. 12 13 PART II - OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS Currently there are no material pending legal proceedings to which the Company or any of its subsidiaries is a party or to which any of their property is subject. ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY-HOLDERS The Company's Annual Meeting of Stockholders was held on June 19, 1996. The following persons were nominated and elected to serve as Directors of the Company for a term of three years or until their successors have been duly elected and qualified:
Nominee For Withheld ----------------- --------- ----------- Norman Nie 5,971,200 139,761 Bernard Goldstein 5,971,212 139,749
In addition, the Company's appointment of KPMG Peat Marwick LLP to serve as its independent auditor for fiscal year 1996 was ratified in accordance with the following vote:
For Against Abstain --------- ------- ------- 6,094,886 12,600 3,475
The Amended and Restated 1995 Equity Incentive Plan was presented and adopted in accordance with the following vote:
For Against Abstain Broker Non-Votes --------- --------- --------- ------------------ 4,133,264 879,083 13,101 1,085,513
13 14 ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K. (a) Exhibits (Note: Management contracts and compensatory plans or arrangements are underlined in the following list.)
Incorporation Exhibit by Reference Number Description of Document (if applicable) ------ -------------------------------------------- --------------- 3.1 Certificate of Incorporation of the Company * 3.2 3.2 By-Laws of the Company * 3.4 4.1 Credit Agreement ** 4.1 10.1 Amended and Restated 1995 -------------------------- Equity Incentive Plan xx ---------------------- 15.1 Acknowledgment of Independent Certified Public Accountants Regarding Independent Auditors' Review Report 27.1 Financial Data Schedule
_______________________________ * Previously filed with Amendment No. 2 to Form S-1 Registration Statement of SPSS Inc. filed on August 4, 1993 (Registration No. 33-64732) ** Previously filed with SPSS' Quarterly Report on Form 10-Q for the Quarterly Period Ended March 31, 1996 xx Previously filed as Appendix A to the Company's 1996 Proxy Statement, filed on May 16, 1996 (b) Reports on Form 8-K There were no reports on Form 8-K filed by the Company during the fiscal quarter ended June 30, 1996 14 15 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. SPSS INC. DATE: AUGUST 12, 1996 BY: /S/ JACK NOONAN ------------------------------------- JACK NOONAN PRESIDENT AND CHIEF EXECUTIVE OFFICER PURSUANT TO THE REQUIREMENTS OF THE SECURITIES EXCHANGE ACT OF 1934, THIS REPORT HAS BEEN SIGNED BY THE UNDERSIGNED, IN HIS CAPACITY AS THE PRINCIPAL FINANCIAL OFFICER OF THE REGISTRANT. DATE: AUGUST 12, 1996 BY: /S/ EDWARD HAMBURG -------------------------------------- EDWARD HAMBURG SENIOR VICE-PRESIDENT, CORPORATE OPERATIONS AND CHIEF FINANCIAL OFFICER 15 16 EXHIBIT INDEX
Exhibit Page Number Description of Document Number ------- ----------------------- ------ 15.1 Acknowledgment of Independent Certified 17 Public Accountants Regarding Independent Auditors' Review Report 27.1 Financial Data Schedule 18
16 EX-15.1 2 ACKNOWLEDGMENT OF INDEPENDENT CERTIFIED PUB ACCT. 1 EXHIBIT 15. 1 ------------- ACKNOWLEDGMENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS REGARDING INDEPENDENT AUDITORS' REVIEW REPORT The Board of Directors SPSS Inc.: With respect to the Registration Statements on Form S-8 of SPSS Inc., we acknowledge our awareness of the use therein of our report dated August 2, 1996 related to our review of interim financial information. Pursuant to Rule 436(c) under the Securities Act of 1933, such report is not considered part of a registration statement prepared or certified by an account or a report prepared or certified by an accountant within the meaning of sections 7 and 11 of the Act. KPMG Peat Marwick LLP Chicago, Illinois August 12, 1996 17 EX-27.1 3 FINANCIAL DATA SCHEDULE
5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM SPSS INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEET AT JUNE 30, 1996 AND CONSOLIDATED STATEMENT OF INCOME FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 1996 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 1,000 3-MOS 6-MOS DEC-31-1996 DEC-31-1996 APR-01-1996 JAN-01-1996 JUN-30-1996 JUN-30-1996 11,511 0 0 0 12,691 0 608 0 1,387 0 26,895 0 14,772 0 9,795 0 42,498 0 18,976 0 0 0 72 0 0 0 0 0 21,273 0 42,498 0 17,153 34,216 17,153 34,216 1,700 3,303 1,700 3,303 12,797 25,417 227 300 5 11 2,740 5,652 930 1,929 1,810 3,723 0 0 0 0 0 0 1,810 3,723 0.23 0.48 0.23 0.48
-----END PRIVACY-ENHANCED MESSAGE-----