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 November 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: 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 _______ 4,718,171 Common shares, $.001 par value were issued and outstanding on January 2, 1998. Table of Contents Financial Statements Balance Sheets as of November 30, 1997 (Unaudited) and February 28, 1997 3 Statement of Operations for the Three and Nine Months Ended November 30, 1997 (Unaudited) and November 30, 1996 (Unaudited) 5 Statement of Cash Flows for the Nine Months Ended November 30, 1997 (Unaudited) and November 30, 1996 (Unaudited) 6 Notes to Financial Statements 7 Management's Discussion and Analysis of Financial Condition and Results of Operations November 30, 1997 14 Other Information 17 Signature 18 MARKET GUIDE INC. Balance Sheets November 30, 1997 February 28, 1997 (Unaudited) ASSETS Current assets: Cash $ 692,456 $ 1,230,893 Accounts Receivable (net of allowance for doubtful accounts) 1,179,463 557,415 Prepaid expenses and other current assets 119,640 263,630 -------------------------- ------------------------- Total current assets 1,991,559 2,051,938 Property, plant and equipment: Furniture and equipment 1,497,700 936,097 Equipment held under capital leases 942,949 942,949 Leasehold improvements 76,710 72,509 -------------------------- ------------------------- 2,517,359 1,951,555 Less: Accumulated depreciation and amortization (including amortization of capital leases totaling $323,016 and $189,234 as of November 30, 1997 and February 28, 1997, respectively) 1,012,962 744,551 -------------------------- ------------------------- Net property, plant and equipment 1,504,397 1,207,004 Other assets: Computer software and product enhancements (net of accumulated amortization) 2,595,153 1,891,621 Deposits and other assets 78,083 78,085 -------------------------- ------------------------- Total other assets 2,673,236 1,969,706 -------------------------- ------------------------- Total assets $ 6,169,192 $ 5,228,648 MARKET GUIDE INC. Balance Sheets - continued November 30, 1997 February 28, 1997 (Unaudited) LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Current maturities of long-term debt and capital leases $ 190,496 $ 176,012 Unearned revenues 936,951 248,679 Accounts payable and other accrued expenses 266,649 179,493 ------------------------ --------------------- Total current liabilities 1,394,096 604,184 Non-current liabilities: Long-term debt and capital lease obligations, less current maturities 796,330 564,262 ------------------------ --------------------- Total non-current liabilities 796,330 564,262 Commitments 0 0 ------------------------ --------------------- Total liabilities 2,190,426 1,168,446 Stockholders' equity: Common stock - $.001 par value; 20,000,000 shares authorized, 4,718,171 and 4,708,186 shares issued and outstanding as of November 30, 1997 and February 28, 1997, respectively 4,718 4,708 Capital in excess of par value 4,996,811 4,972,032 Accumulated deficit (1,022,763) (916,538) ------------------------ --------------------- Total stockholders' equity 3,978,766 4,060,202 ------------------------ --------------------- Total liabilities and stockholders' equity $ 6,169,192 $ 5,228,648 MARKET GUIDE INC. Statement of Operations (Unaudited) For the 3 Months Ended For the 9 Months Ended --------------------------------- -------------------------------- Nov. 30, Nov. 30, Nov. 30, Nov. 30, 1997 1996 1997 1996 Revenues: Database vendors $1,229,699 $1,067,546 $3,682,997 $3,104,059 Market Guide products 502,582 173,353 1,145,440 355,487 Print product 11,014 15,789 40,184 45,416 ------------ ----------- ------------ ------------- Total revenues 1,743,295 1,256,688 4,868,621 3,504,962 Expenses: Salaries, payroll taxes & employee 1,033,111 693,961 2,972,261 1,956,084 benefits Database and product costs 223,783 169,879 638,063 510,773 General and administrative 388,910 229,850 1,082,941 621,529 Advertising and promotion 62,396 38,946 235,291 97,063 ------------ ------------- ------------ ---------- Total expenses 1,708,200 1,132,636 4,928,556 3,185,449 ------------- ------------- ------------- ------------- Income from operations 35,095 124,052 (59,935) 319,513 Interest income 4,373 7,985 16,937 22,870 Interest expense 21,975 23,163 61,227 56,365 ----------- ----------- ------------ ------------ Income before income taxes 17,493 108,874 (104,225) 286,018 Provision for income taxes 0 1,533 2,000 3,503 ------------ ---------- ------------- --------- Net income $17,493 $107,341 ($106,225) $282,515 Earnings per share: Primary $0.00 $0.03 ($0.02) $0.07 Fully diluted $0.00 $0.02 ($0.02) $0.06 Weighted average number of shares outstanding: Primary 4,713,709 4,195,172 4,710,560 4,191,832 Fully diluted 4,753,709 4,378,601 4,741,287 4,375,261 MARKET GUIDE INC. Statement of Cash Flows (Unaudited) For the 9 Months Ended Nov. 30, Nov. 30, 1997 1996 Cash Flows From Operating Activities: Net income $ (106,225) $ 282,515 ----------------- ----------------- Adjustments to reconcile net income to net cash provided from operating activities Depreciation and amortization 584,515 368,108 Changes in assets and liabilities: (Increase)/Decrease in accounts receivable (622,048) 163,728 (Increase)/Decrease in prepaid assets 143,990 10,086 (Increase)/Decrease in deposits and other assets 2 (6,513) Increase/(Decrease) in accounts payable 87,156 (73,108) Increase/(Decrease) in unearned revenues 688,272 255,026 ----------------- ----------------- Total adjustments 881,887 717,327 ----------------- ----------------- Net cash from operating activities 775,662 999,842 ----------------- ----------------- Cash Flows From Investing Activities: Payments for purchase of fixed assets (561,603) (429,470) Payments for leasehold improvements (4,201) (17,647) Development of computer software and product enhancements (1,019,635) (639,688) ----------------- ----------------- Net cash from investing activities (1,585,439) (1,086,805) ----------------- ----------------- Cash Flows From Financing Activities: Payments for notes payable, long-term debt and capital leases (133,079) (111,137) Proceeds from capital leases 0 380,215 Proceeds from equipment line of credit 379,630 0 Proceeds from sale of stock under employee stock plan 24,789 26,464 Proceeds from private placement of common stock 0 0 ----------------- ----------------- Net cash from financing activities 271,340 295,542 ----------------- ----------------- Net increase/(decrease) in cash (538,437) 208,579 Cash at beginning of period 1,230,893 680,783 ----------------- ----------------- Cash at end of period $ 692,456 $ 889,362 Market Guide Inc. Notes to Financial Statements November 30, 1997 Note 1 INTERIM FINANCIAL STATEMENTS The accompanying financial statements of Market Guide Inc. have been prepared without audit, 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 nine months ended November 30, 1997 are not necessarily indicative of the results that may be expected for the year ending February 28, 1998. Note 2 BANK LINE OF CREDIT On September 1, 1997, the Company and Fleet Bank extended the line of credit for an additional year with all the original terms and conditions remaining in effect. The line of credit extension expires on August 31, 1998. During the third quarter ended November 30, 1997, the Company borrowed an additional $116,625 under its line of credit with Fleet Bank. As of November 30, 1997, the Company had borrowed a total of $379,630 for the purpose of funding purchases of capital equipment (principally computers and peripherals). The bank line was utilized in lieu of alternative leasing arrangements used in the past. Note 3 DEPRECIATION AND AMORTIZATION Depreciation and amortization are provided for in amounts sufficient to relate the cost of depreciable assets to operations over their estimated service lives. Leased property under capital leases is amortized over the lives of the respective leases or over the service lives of the assets for those leases which substantially transfer ownership. The straight-line method of depreciation is followed for substantially all assets for both financial and tax reporting purposes. Note 4 COMMON SHARES OUTSTANDING In January 1997, Market Guide sold 343,363 shares of common stock in a private placement to selected investors. Shares outstanding as of November 30, 1996 4,196,905 Shares sold in private placement 343,363 Shares sold under employee stock purchase plan 11,569 Shares sold and exercised in options 166,334 Shares outstanding November 30, 1997 4,718,171 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 products and services for the corporate credit manager and other applications delivered to corporate subscribers over the Internet (www.creditriskmonitor.com). Market Guide 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 10,000 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 and publications. Each company's fundamental 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: o Its ability to retain the unique reporting details of each company. This gives users important insights not available in competitive databases, and enables them to make better informed investment decisions; o 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; o Calculation of over 500 popular financial ratios, growth rates, and averages computed for the user's convenience; o 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; and o Developing efficient, timely, cost-effective and easy to use delivery systems such as our CD/ROM based analytic service - Market Guide for Windows, our Internet site (www.marketguide.com) and the CreditRisk Monitor Internet 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 site (www.marketguide.com), Market Guide for Windows (its proprietary CD/ROM based analytic software) and a print publication. 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; Ameritrade Holding; Argus Research; Aufhauser; Automatic Data Processing; AIQ Systems, Inc.; Bridge Information Systems Inc.; Briefing.com; Business Wire; CDA Technology; Charles Schwab and Company; Data Broadcasting Corporation; Devonshire Technology; Dial/Data; Dow Jones PIR Corporate Profiles; Dow Jones Telerate; EuroAmerican Group; FactSet Research; First Call Corporation; Global Market Information; Go2Net; Holt Value Associates; IBM Infomarket; ILX Systems Inc.; Individual Investor Magazine; Instinet Analytics; Interactive Data Corporation; Interactive Workplace; Internet Securities; Investools, Inc.; Los Angeles Times; Money Club; MX Net; News Alert; NewsWare; Omega Research; OneSource Information Services, Inc.; Pacific Brokerage Services; Papyrus Technology Inc.; P.C. Quote, Inc.; PointCast; PR Newswire; Prodigy Services Company; Quote.com; Quotes Plus; Quotron Systems, Inc.; Real Time Quotes, Inc.; Reality Online; Reuters Ltd., Securities Data Corporation; Shark Information Services, Inc.; Telemet America, Inc.; Telescan, Inc.; Track Data Corporation; Track Online; Vickers Stock Research Corporation; Wall Street on Demand; Westergaard Publishing; Windows on Wall Street and Yahoo! Business Developments 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 in weekly, monthly or quarterly update formats. 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's Internet site began operation in August 1996. 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. Amongst our co-branded sites are brokerage firms such as Charles Schwab & Co., Ameritrade Holding, and Pacific Brokerage Services; and other sites such as Yahoo!, PointCast, the Los Angeles Times and Individual Investor Magazine. A version of the Market Guide for Windows software with a smaller information set is sold over the Internet to individual investors under the product name StockQuest. StockQuest was also introduced in August 1996. In September 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. In September 1997, the Company announced a multi-year agreement with America Online to provide financial and investment information to AOL. It is anticipated this service will become operational in March 1998. In September 1997, the Company also announced a distribution agreement with Riemer Reporting Services, Inc. to distribute CreditRisk Monitor products and services. Riemer Reporting Services is a leading provider of national credit network services to users of business credit information. In December 1997, the Market Guide database became accessible through FactSet Data Systems, a premier service for the professional investor. 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 due to mergers, acquisitions, bankruptcy, delisting or moving to the New York or American Stock Exchanges. Companies dropped from the book are replaced by companies which are selected by using proprietary Market Guide selection criteria. The companies selected for inclusion in the book have, as a group, regularly outperformed the Nasdaq composite as a whole. Database Enhancements The Company continuously expands, enhances and improves the Market Guide Database based on customer suggestions and employee feedback. In the fall of 1994, Market Guide introduced a completely new set of 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: o Identify which industry and sectors are outperforming the market or have fallen from favor; o Compare companies to a well defined peer group; o Permit investors to construct and analyze industry aggregate financial characteristics; o Properly construct portfolios to ensure adequate diversification; and o 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 had 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 this project, Market Guide now has annual financial statement information going back to 1983 for most companies on its database. As a result of the completion of this project, Market Guide believes it 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 implement such plans for shareholder reinvestment of dividends. 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. In June 1997, the Company began creating new software and systems to enable it to collect more information on more companies; do it better and faster; and to create new products more quickly and inexpensively. Using state-of-the-art Microsoft SQL Server software, these new systems will give Market Guide competitive database superiority and strategic advantages in product flexibility. Internet The Company has created a dynamic, comprehensive and extremely useful Internet site. The site contains both advertising supported subscription based content. Advertising supported content is free to the user and Market Guide expects to cover costs and generate profits from the sale of advertising. As of August 1997, 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, the Company continues 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 that are delivered 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. In November 1997, the Market Guide Board of Directors was presented with a request to consider, in principle, a divisional management led purchase of the CreditRisk Monitor division. The directors agreed to consider and evaluate any proposal received. 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. Market Guide Inc. Management's Discussion and Analysis of Financial Condition and Results of Operations November 30, 1997 Results of Operations For the three months ended November 30, 1997 compared to November 30, 1996 Total revenues for three months ended November 30, 1997 increased 39% to $1,743,295. The growth in revenues reflects increases of 15% in database vendor sales to $1,229,699 and 190% in Market Guide product sales to $502,582. The revenue growth is attributable to continued sales to our traditional core of vendors that sell to the institutional, retail and individual investor marketplaces, new revenue from the addition of more than twenty Internet related vendors, growth in sales at 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 (www.creditriskmonitor.com). Print product revenues, consisting mainly of the Market Guide - Select OTC Stock Edition, decreased 30% to $11,014. Market Guide continues to concentrate on marketing electronic products and services. Total operating expenses for three months ended November 30, 1997 increased 51% to $1,708,200. The largest component of this increase continues to be salaries and operating expenses related to the CreditRisk Monitor division. Also contributing to the increase in operating expenses were costs associated with increased staffing levels in all departments, higher general and administrative expenses, and increased sales and marketing activities. For financial reporting purposes, CreditRisk Monitor sales are recognized over the full contract period and expenses are recorded as incurred. The result is that CreditRisk Monitor expenses substantially exceed recognized sales. Net income from operations for three months ended November 30, 1997 decreased 72% to $35,095. The sharp decline in net income from operations is attributable to the start-up of the CreditRisk Monitor division. Interest income for three months ended November 30, 1997 decreased 45% to $4,373. The decrease reflects lower cash balances throughout the quarter. Interest expense for three months ended November 30, 1997 decreased 5% to $21,975. The slight decline in interest expense reflects a higher portion of the monthly capital lease payments being applied to principal reductions. Net income for the three months ended November 30, 1997 decreased 84% to $17,493. The decline in net income from the comparable quarter one year ago is primarily attributable to expenses related to the CreditRisk Monitor division. The third quarter marked the return to profitability for Market Guide after three consecutive quarterly losses. For the nine months ended November 30, 1997 compared to November 30, 1996 Total revenues for the nine months ended November 30, 1997 increased 39% to $4,868,621. The increase in revenues reflects a 19% increase in database vendor sales to $3,682,997 and Market Guide product sales growth of 222% to $1,145,440. The revenue growth continues to reflect increases in sales to our traditional core of vendors that sell to the institutional, retail and individual investor marketplaces, new revenue from the addition of more than twenty Internet related vendors, growth in sales 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 12% to $40,184. The decline in print product sales reflects Market Guide's decision to concentrate on marketing electronic products and services. Total operating expenses for the nine months ended November 30, 1997 increased 55% to $4,928,556. The largest component of this increase continues to be salaries and operating expenses related to the CreditRisk Monitor division. Costs associated with increased staffing levels in all departments, higher general and administrative expenses, and increased sales and marketing activities also contributed to the increased level of expenses in the period. For financial reporting purposes, CreditRisk Monitor sales are recognized over the entire subscription period and expenses are recorded as incurred. The result is that CRM expenses exceed recognized sales. Loss from operations for the nine months ended November 30, 1997 totaled $59,935 compared to operating income of $319,513 for the nine months ended November 30, 1996. As noted above, the operating loss was primarily attributable to the recognition of costs associated with CreditRisk Monitor, while associated revenues will continue to build steadily over time. Interest income for the nine months ended November 30, 1997 decreased 26% to $16,937. The decrease reflects lower cash balances throughout the period. Interest expense for the nine months ended November 30, 1997 increased 9% to $61,227. Higher interest expense reflects additional capital lease service requirements. Net loss for the nine months ended November 30, 1997 totaled $106,225 compared to net income of $282,515 in the nine months ended November 30, 1996. The loss reflects increased costs as noted above. Liquidity and Capital Resources As of November 30, 1997, the Company's working capital (current assets less current liabilities) decreased 59% to $597,463 when compared to the amounts at February 28, 1997. The Company's cash and cash equivalents decreased 44% to $692,456 when compared to the balance at February 28, 1997. For the nine months ended November 30, 1997, net cash provided by operating activities decreased 22% to $775,662 when compared to the nine months ended November 30, 1996. The decrease reflects a higher accounts receivable balance related to CreditRisk Monitor sales and an operating loss. Partially offsetting this was a sharp increase in unearned revenues reflecting advance payments from certain customers, higher non-cash expenses (depreciation and amortization), and the accrual of one payroll week. For the nine months ended November 30, 1997, net cash used in investing activities increased 46% to $1,585,439 when compared to the nine months ended November 30, 1996. The increase reflects the Company's continued investment in product and database enhancements and in Market Guide's Internet site. For the nine months ended November 30, 1997, net cash from financing activities decreased 8% to $271,340 when compared to the nine months ended November 30, 1996. This result reflects increased payments to the Fleet Line of Credit. In the third quarter, the Company and Fleet Bank extended the line of credit for an additional year with all the original terms and conditions remaining in effect. The line of credit extension expires on August 31, 1998. 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. 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 Date HOMI M. BYRAMJI January 15, 1998 President and CEO