UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q (X) QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended May 31, 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: 2-91525-NY MARKET GUIDE INC. (Exact name of Registrant as specified in its charter) New York 11-2646081 (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization) 2001 Marcus Avenue Suite South 200 Lake Success, New York 11042-1011 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (516) 327-2400 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 _______ 4,709,759 Common shares, $.001 par value were issued and outstanding on July 9, 1997. Table of Contents Financial Statements Balance Sheets as of May 31, 1997 (Unaudited) and February 28, 1997 3 Statement of Operations for the Three Months Ended May 31, 1997 (Unaudited) and May 31, 1996 (Unaudited) 5 Statement of Cash Flows for the Three Months Ended May 31, 1997 (Unaudited) and May 31, 1996 (Unaudited) 6 Note to Financial Statements 7 Management's Discussion and Analysis of Financial Condition and Results of Operations May 31, 1997 8 Other Information 16 Signature 17 MARKET GUIDE INC. Balance Sheets May 31, 1997 February 28, 1997 (Unaudited) ASSETS Current assets Cash $ 903,820 $ 1,230,893 Accounts receivable (net of allowance for doubtful accounts) 721,555 557,415 Prepaid expenses and other 108,890 263,630 current assets Total current assets 1,734,265 2,051,938 Propery, plant and equipment Furniture and equipment 1,162,278 936,097 Equipment held under capital 942,949 942,949 leases Leasehold improvements 74,626 72,509 2,179,853 1,951,555 Less: Accumulated depreciation and amortizaton (including capital leases totaling $233,828 and $189,234 as of May 31, 1997 and February 28, 1997, respectively) 827,918 744,551 Net property, plant and 1,351,935 1,207,004 equipment Other assets Computer software and product enhancements (net of accumulated 2,172,434 1,891,621 amortization) Deposits and other assets 78,085 78,085 Total other assets 2,250,519 1,969,706 Total assets $ 5,336,719 $ 5,228,648 MARKET GUIDE INC. Balance Sheets-continued May 31, 1997 February 28, 1997 (Unaudited) LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities Current maturities of long-term debt and capital leases $ 180,852 $ 176,012 Unearned revenues 462,680 248,679 Accounts payable and other 189,084 179,493 accrued expenses Total current liabilities 832,616 604,184 Non-current liabilities Long-term debt and capital lease obligations, less current maturities 514,435 564,262 Total non-current liabilities 514,435 564,262 Commitments 0 0 Total liabilities 1,347,051 1,168,446 Stockholders' equity Common stock - $.001 par value; 20,000,000 shares authorized, 4,709,759 and 4,708,186 shares issued and outstanding as of May 31, 1997 and February 28, 1997, 4,709 4,708 respectively Capital in excess of par value 4,976,026 4,972,032 Accumulated deficit (991,067) (916,538) Total stockholders' equity 3,989,668 4,060,202 Total liabilities and $ 5,336,719 $ 5,228,648 stockholders' equity MARKET GUIDE INC. Statement of Operations (Unaudited) For the Three Months Ended May 31, 1997 May 31, 1996 (Unaudited) (Unaudited) Revenues Database vendors $ 1,171,402 $ 1,033,861 Market Guide products 258,861 80,504 Print product 15,750 16,741 Total revenues 1,446,013 1,131,106 Expenses Salaries, payroll taxes & 923,398 635,145 employee benefits Database and product costs 194,426 143,279 General and administrative 312,676 172,975 Advertising and promotion 77,465 29,333 Total expenses 1,507,965 980,732 Income from operations (61,952) 150,374 Interest income 8,161 6,576 Interest expense 20,738 17,918 Income before income taxes (74,529) 139,032 Provision for income taxes 0 1,320 Net income $ (74,529) $ 137,712 Earnings per share Primary $ (0.02) $ 0.03 Fully diluted $ (0.02) $ 0.03 Weighted average number of shares outstanding Primary 4,708,203 4,188,272 Fully diluted 4,733,203 4,371,701 MARKET GUIDE INC. Statement of Cash Flows (Unaudited) For the Three Months Ended May 31, 1997 May 31, 1996 (Unaudited) (Unaudited) Cash Flows From Operating Activities Net income $ (74,529) $ 137,712 Adjustments to reconcile net income to net cash provided from operating activities Depreciation and amortization 175,397 103,856 Changes in assets and liabilities (Increase)/Decrease in accounts (164,140) 70,164 receivable (Increase)/Decrease in prepaid 154,740 92,396 assets (Increase)/Decrease in deposits 0 (5,327) and other assets Increase/(Decrease) in accounts 9,591 (90,091) payable Increase/(Decrease) in unearned 214,001 (572) revenues Total adjustments 389,589 170,426 Net cash from operating 315,060 308,138 activities Cash Flows From Investing Activities Payments for purchase of fixed (226,181) (92,791) assets Payments for leasehold (2,117) 0 improvements Development of computer software and product enhancements (372,843) (134,131) Net cash from investing (601,141) (226,922) activities Cash Flows From Financing Activities Payments for notes payable, long-term debt and capital leases (44,987) (36,660) Proceeds from capital leases 0 100,844 Proceeds from issuance of 3,995 7,839 employee stock plan Proceeds from private placement 0 0 of common stock Proceeds from stock options 0 0 exercised Net cash from financing (40,992) 72,023 activities Net increase/(decrease) in cash (327,073) 153,239 Cash at beginning of period 1,230,893 680,783 Cash at end of period 903,820 834,022 Market Guide Inc. Note to Financial Statements May 31, 1997 Note 1 INTERIM FINANCIAL STATEMENTS The accompanying financial statements of Market Guide Inc. have not been audited by independents accountants, except for the balance sheet as of February 28, 1997. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included. Operating results for the three months ended May 31, 1997 are not necessarily indicative of the results that may be expected for the year ending February 28, 1998. Market Guide Inc. Management's Discussion and Analysis of Financial Condition and Results of Operations May 31, 1997 Business Market Guide Inc. was incorporated in the State of New York on March 23, 1983 as "The Unlisted Market Service Corporation." On September 3, 1986 the current corporate name was adopted. In 1996, the Company formed a new division, CreditRisk Monitor, to develop a service for the corporate credit manager. The Company acquires, integrates, condenses and publishes accurate, timely, and objective financial and other information on publicly traded corporations, and markets this information to the financial, investment and credit communities, as well as to independent investors, in a cost effective manner. The Market Guide Database covers over 9,500 companies trading on the New York, American, Nasdaq and Over-the-Counter Stock Exchanges, including foreign companies trading in the U.S. as ADRs and ADSs. The content created by Market Guide is derived from information filed by the subject company with the Securities and Exchange Commission, issued in press releases or carried in other media reports. Each company's information is updated at least four and often more than eight times a year, as soon as the relevant information becomes available. Pricing and trading volume information incorporated into the database are updated daily, and short interest statistics are updated monthly. Market Guide adds value, distinguishes itself from the competition, and serves its clients through its: Flexible database design which gives users important insights not available in competitive databases, thereby enabling them to make better informed investment decisions Inclusion of auxiliary information such as earnings estimates, price performance, relative price performance, summary insider and institutional ownership statistics, bond ratings, and short interest statistics giving users a complete perspective on each company Calculation of over 500 popular financial ratios, growth rates, and averages computed for the user's convenience; and Carefully planned, market tested display formats, including company to industry comparisons, that allow users to quickly and efficiently make carefully considered investment and credit decisions. Developing efficient, timely, cost-effective and easy to use delivery systems such as Market Guide for Windows, our Internet site (www.marketguide.com) and the CreditRisk Monitor site (www.creditriskmonitor.com). The targeted markets for Market Guide's data and related products include investment managers, investment research departments, financial planners, investment counselors, investment bankers, banks, stockbrokers and brokerage firms, traders, libraries, publications, corporations, law firms and individual investors. The Company sells its information through four channels: information vendors, the Internet, Market Guide for Windows (its proprietary analytic software) and a print publication. The CreditRisk Monitor division serves the need of the corporate credit managers through an Internet based service. Vendors Market Guide works in partnership with financial information service vendors. The financial information service vendors combine data from various real-time and historical information sources with their own analytic software and data delivery capability. Their sales forces sell the product and they also provide customer training and support services. Market Guide focuses on developing the highest quality information content and leveraging off the information vendor's sales force, software, information dissemination infrastructure and customer base. The amount of data presented, its display format, and the software's analytic capabilities vary depending upon the way each information provider defines its customers' needs, software capabilities, distribution technologies and preferred pricing strategies. The information service vendors that currently distribute the Market Guide Database include: Accutrade; American Association of Individual Investors; Argus Research; Aufhauser; Automatic Data Processing; AIQ Systems, Inc.; Bridge Information Systems Inc.; CDA Technology; Ceres Securities; Charles Schwab and Company; Data Broadcasting Corporation; Dow Jones Telerate; First Call Corporation; Global Market Information; Holt Value Associates; IBM Infomarket; ILX Systems Inc.; Instinet Analytics; Interactive Data Corporation; OneSource Information Services, Inc.; Pacific Brokerage Services; P.C. Quote, Inc.; Prodigy Services Company; Quotron Systems, Inc.; Real Time Quotes, Inc.; Reuters Ltd., Securities Data Corporation; Shark Information Services, Inc.; Telemet America, Inc.; Telescan, Inc.; Track Data Corporation; Vickers Stock Research Corporation; and Windows on Wall Street. Business Developments In July 1992, Market Guide entered into a database distribution agreement with OneSource Information Services, Inc. OneSource distributes a "Reference" Product Line and an "Investment" Product Line using Market Guide data. OneSource Information Services, Inc. has multiple CD-ROM and Internet based product lines that have different software capabilities and serve different marketplaces. The Market Guide Database is the only database that we are aware of that is available on four OneSource product lines -- CD/Corporate, CD/Notes, CD/Investment and OneSource.com. During the 1993 and 1994 fiscal years AIQ Systems, Inc., Dial Data, Dow Jones Telerate, First Call Corporation, Instinet Analytics, and Interactive Data Corporation began distributing Market Guide information. On December 28, 1993, it was announced that Prodigy Services Company had reached an agreement with the Company to incorporate selected items from the Market Guide Database for use in Prodigy's Strategic Investor product. In January 1995, Prodigy introduced a completely revised and greatly enhanced Company Reports and a new "Stock Hunter" search capability that features eight predesigned screens utilizing recognized investment theories such as CANSLIM, One up on Wall Street, Graham and Dodd, Wallflowers and others. There is also a "Personal Search" feature which enables users to conduct a self-designed screen search of Market Guide data using six pre- selected criteria. All these Prodigy products are created from Market Guide information and earnings estimates from Zack's Investment Research. The Zacks information is first sent to Market Guide, integrated with our own information and sent to Prodigy as an integrated data feed. Company Reports, Stock Hunter and Personal Search may be accessed by any Prodigy subscriber for a modest per access fee, or are available to Strategic Investor users as part of their monthly subscription. In May 1997, this agreement was expanded to cover the new Prodigy Internet service. In August 1995, the Company announced an agreement with the American Association of Individual Investors (AAII) whereby AAII will incorporate Market Guide's information in their existing screening software known as Stock Investor. AAII is an educational not for profit corporation with over 100,000 members, a small percentage of whom subscribe to Stock Investor. Market Guide's information first appeared with Stock Investor's regular quarterly update in November 1995. Market Guide has developed an analytic software package, Market Guide for Windows, introduced in fiscal year 1996, that allows users to search the database, develop user defined reports and download information to popular spreadsheet software packages. The software is not patented or trademarked, but a copyright is claimed by the Company. Market Guide for Windows is delivered on a CD/ROM with weekly or monthly updates. In June 1996, the Company announced a multi-year contract with Reuters Limited which grants Reuters' worldwide use of Market Guide's financial database. To date, this agreement represents the largest single contract in Market Guide's history. The Company has an Internet site that has been in operation since the second quarter of fiscal 1997. It is anticipated that this site will broaden the Company's ability to sell and service its products directly to end users. The address to our site is http://www.marketguide.com. The Company also uses its Internet infrastructure to host co-branded sites and partnership with various vendors. The same Market Guide for Windows software with a smaller information set is sold over the Internet to individual investors under the name StockQuest. StockQuest was introduced in August 1996. In August 1996, the Company formed a new division, CreditRisk Monitor (CRM). CRM is an Internet- based financial information and real-time news service targeted towards the credit industry. After seven months of development work, the CreditRisk Monitor service was successfully introduced in April 1997. Publications A quarterly print product called The Market Guide - Select Over the Counter Stock Edition is a single volume of 800 one-page reports on fast growing, profitable over-the- counter companies. The book also has a detailed company index listing 15 key statistics on each company in a tabular format. This index is very useful to investors searching for attractive investment opportunities. Market Guide attempts to provide continuity of coverage so that subscribers to the book can keep following companies in which they have an interest. However, from time-to-time the companies covered do change. The most common reasons for deletion of coverage are: The company has been acquired in a merger or a leveraged buyout; The company has not filed a financial statement with the Securities and Exchange Commission for two or more reporting periods; The company has exhibited significant deterioration in its financial condition; The company has been deleted from the National Association of Security Dealers Automatic Quotation System (Nasdaq) and has fewer than three Market Makers; The company now trades on the New York or American Stock Exchange, and no longer qualifies for the OTC edition. Companies dropped from the book are replaced by companies which are selected by using proprietary Market Guide selection criteria. The companies in the book have regularly outperformed the Nasdaq composite. Database Enhancements The Company continuously expands, enhances and improves the Market Guide Database based on customer suggestions and employee feedback. In 1988, the Company added the New York and American Stock Exchange companies to its then current universe of Nasdaq and "pink sheet" companies. In 1990, Market Guide decided to expand the database to include complete detailed quarterly financial statements. The Company engaged in a series of dialogues with current or potential vendors and customers to determine the market potential, to identify the Company's perceived strengths and weaknesses, and to research market needs and the appropriateness of the Company's methodologies and objectives. The results of this analysis were the commitment of resources to more than double the amount of information collected and maintained on each subject company. In fiscal years 1990, 1991 and 1992 the Company added the Annual Statement of Cash Flows and complete Quarterly Income Statements, Balance Sheets and Statements of Cash Flows on all the companies in the database. This has allowed Market Guide to serve new markets and to bid on services for which Market Guide did not previously qualify. In late 1993 the Company began to track short interest information published monthly by the exchanges. In early 1994 the Company began subscribing to and processing the Securities and Exchange Commission's (SEC's) Electronic Data Gathering Analysis and Reporting (EDGAR) service. This has given our analysts access to source documents (10-Ks, 10-Qs, etc.) ten days to two weeks earlier than in previous years. This has resulted in record levels of timeliness measures for the Market Guide Database. In the fall of 1994, Market Guide introduced completely new industry and sector classifications that reflect the current economy and are being incorporated into all of Market Guide's products. These industry and sector classifications will help investors: Identify which industry and sectors are outperforming the market or have fallen from favor; Compare companies to a well defined peer group; Permit investors to construct and analyze industry aggregate financial characteristics; Properly construct portfolios to ensure adequate diversification; and Make well reasoned asset allocation decisions. In the fall of 1995, the Company completed development of a historical pricing database to complement the financial information it has compiled. The pricing database contains both historical and current information for all issues trading on the New York and American Stock Exchanges, the Nasdaq Stock Market, and selected OTC Bulletin Board Companies. The Market Guide pricing database contains Open, High, Low, Close and Volume information on a daily basis beginning in 1983, with daily updates occurring each trading day. In order to satisfy institutional investors' needs for extensive historical financial information, Market Guide increased the number of years of historical annual financial statements in the Market Guide database. With the culmination of the Big Ten project, Market Guide now has annual financial statement going back to 1983 for most companies on its database. As a result of the Big Ten project, Market Guide is now able to compete for other business where at least ten years of historical data is required. The information is currently being distributed within the OneSource US Equities product, the Market Guide for Windows product, and through selected vendors. In fiscal year 1997, the Company began collecting information on Dividend Reinvestment Plans (DRIPs). The DRIP information Market Guide collects includes restrictions, fees, discounts and contacts on over 900 plans. The Company will continue to expand its DRIP database as more companies realize the benefits of sponsoring such plans. In fiscal year 1997, the Company incorporated Senior Debt Ratings into its database. The ratings offered on the Market Guide Database are provided by Fitch Investors Service, L.P., Moody's Investors Service and Standard & Poor's Rating Group, and include current ratings, prior ratings and the accompanying dates. Using these ratings, Market Guide has calculated an average company and industry rating. Internet The Company has created a dynamic, comprehensive and extremely useful Internet site. The site contains both advertising supported and added cost content. Advertising supported content is free to the user and Market Guide expects to cover its costs and generate profits from the sale of advertising. As of May 1997, the advertising supported content included: Price quotes (in partnership with PC Quote); News (in partnership with News Alert); Market Guide's Company Snapshot Reports; Market Guide's What's Hot/What's Not service that identifies the price performing leaders and laggards by sector, industry and company over various time periods; and Price charts. For users who wish to have more comprehensive information, added cost content is available for nominal per report or subscription based fees. The added cost content includes: The Market Guide Quick Facts Report; The Market Guide Company Profile Report; The Market Guide Ratio Comparison Report; The Market Guide Detailed Financials; The Market Guide ProVestor Report; The Earnings Estimate Report (in partnership with First Call); and The Market Guide StockQuest Screening and Reporting application. The Market Guide web site is very comprehensive with easy navigational capabilities. It has been designed to handle all the needs of most investors. However, we continue to enhance the site with additional content, capabilities and educational aids. Future enhancements will include online trading capabilities and the sale of investment materials. In addition to our own site, Market Guide's information is available on over 20 other web sites. Most of these web partners also offer their users added cost services from Market Guide. These added cost services are delivered mostly through co-branded sites hosted by Market Guide. CreditRisk Monitor Market Guide's newest division, CreditRisk Monitor (CRM), is a new online information and news service that follows more than 375 U.S. publicly traded domestic retail chains and wholesalers. This online service is accessible through the Internet (www.creditriskmonitor.com) and has been designed to provide corporate credit managers with the analytical tools necessary to follow, on a daily basis, all the public companies they do business with. CRM was formed specifically to leverage Market Guide's comprehensive database and state-of-the- art technology through sales to a new market. CRM provides the credit community with a cost efficient, online credit and financial information service. The CRM information service consists of: CRM Company Reports, the CRM Alert Notification Service and the CRM Real-Time News Service. The CRM web site became operational in April 1997. Business Facilities In October 1994, the Company relocated to new headquarters in Lake Success, New York. Lake Success is on the Queens (New York City) - Nassau County (Long Island) border. The Company currently maintains two office suites in this complex, Suite South 200 which totals 13,500 square feet, and Suite West 290 which totals 5,500 square feet. In June 1996, the Company leased a sales office in Chicago, Illinois. This space totals 572 square feet and is staffed by a full time sales representative. Results of Operations For the three months ended May 31, 1997 compared to May 31, 1996 Total revenues for three months ended May 31, 1997 increased 28% to $1,446,013. The increase in revenues reflects a 13% increase in database vendor sales to $1,171,402 and Market Guide product sales growth of 222% to $258,861. The revenue growth reflects continued sales gains in our traditional core of vendors, new revenue from the addition of more than twenty Internet related vendors, growth from our own web site (www.marketguide.com), incremental sales of Market Guide for Windows products, and the introduction of CreditRisk Monitor's internet- based service in April 1997. Print product revenues, consisting mainly of the Market Guide - Select OTC Stock Edition, decreased 6% to $15,750. The decline in print product sales continues to reflect lower sales to public libraries due to Market Guide's decision to concentrate on marketing electronic products and services. Total operating expenses for three months ended May 31, 1997 increased 54% to $1,507,965. Higher operating expenses principally reflected increased costs associated with hiring additional personnel in all departments to support an anticipated acceleration in sales growth, increased general and administrative expenses, and start-up and sales and marketing expenditures related to the Company's new division, CreditRisk Monitor. Loss from operations for three months ended May 31, 1997 totaled $61,952 compared to operating income of $150,374 in the three months ended May 31, 1996. As noted above, the operating loss resulted from more rapid cost increases than revenue growth. Had Market Guide not built its new CreditRisk Monitor division in this time frame, the Company would have been profitable. Interest income for three months ended May 31, 1997 increased 24% to $8,161. The increase reflects slightly higher cash balances throughout the quarter. Interest expense for three months ended May 31, 1997 increased 16% to $20,738. Higher interest expense reflects additional capital lease service requirements. Net loss for the three months ended May 31, 1997 totaled $74,529 compared to income of $137,712 in the three months ended May 31, 1996. The loss reflects increased costs, as noted above, and interest expense in excess of interest income in the quarterly interval. Liquidity and Capital Resources As of May 31, 1997, the Company's working capital (current assets less current liabilities) decreased 38% to $901,649. The Company's cash and cash equivalents decreased 27% to $903,820. For the three months ended May 31, 1997, net cash provided by operating activities increased 2% to $315,060. The modest gain reflects a major increase in unearned revenues and a reduction in prepaid expenses partially offset by higher accounts receivable balances, and an operating loss. For the three months ended May 31, 1997, net cash used in investing activities increased 165% to $601,141. The increase reflects the Company's continued investment in product and database enhancements, the continued development of CreditRisk Monitor, and in Market Guide's Internet site. For the three months ended May 31, 1997, net cash used in financing activities totaled $40,992 compared to net cash from financing activities totaling $72,023 in the three months ended May 31, 1996. The Company did not engage in any borrowing during the first quarter. The Company believes its current liquidity is sufficient to meet its obligations during the next twelve months. Other Information Item 1 Legal Proceeding The Company has commenced litigation in the United States District Court for the Eastern District of New York against Information Clearinghouse Inc. d/b/a F&D Reports ("ICI") and Lawrence Sarf. The Company's complaint alleges claims of trademark infringement, unfair competition, deceptive trade practices and conversion in connection with defendants' theft and use of the Company's newly designed proprietary slogan "On-Line, On-Time, On-Target," developed for use with its Internet credit reporting system. The Company seeks injunctive relief, an accounting, monetary and punitive damages. Contemporaneously, an action was commenced in the Nassau County Supreme Court by ICI against the Company, and primarily, three newly engaged employees. ICI claims misappropriation of proprietary information and trade secrets by the newly engaged employees, unfair competition, breach of fiduciary duty and tortious interference. While ICI requests injunctive relief as well as money damages, no request for any temporary relief has been sought. Discovery has not commenced in either action. Management does not believe the pending actions will have a material effect on the business activities of the Company. Item 2 Changes in Securities None Item 3 Defaults Upon Senior Securities None Item 4 Submission of Matters to Vote of Security Holders None Item 5 Exhibits and Reports on Form 8-K None Signature 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. MARKET GUIDE INC. (Registrant) /S/ HOMI M. BYRAMJI