1 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, 1995 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 ----- ----- 4,188,256 Common shares, $.001 par value were issued and outstanding on November 30, 1995. 2 TABLE OF CONTENTS Financial Statements Balance Sheets as of November 30, 1995 (Unaudited) and February 28, 1995 3 Statement of Operations For the Nine Months and the Three Months Ended November 30, 1995 (Unaudited) and November 30, 1994 (Unaudited) 5 Statement of Cash Flows for the Nine Months Ended November 30, 1995 (Unaudited) and November 30, 1994 (Unaudited) 6 Notes to Financial Statements November 30, 1995 7 Management's Discussion and Analysis of Financial Condition and Results of Operations November 30, 1995 8 Other Information 17 Signature 18 3 BALANCE SHEETS Market Guide Inc. Period Ended November 30, 1995 February 28, 1995 (Unaudited) - --------------------------------------------------------------------------------------- ASSETS Current assets: Cash $ 519,050 $ 695,135 Accounts Receivable 895,324 558,813 Prepaid expenses and other 204,080 89,892 ---------- ---------- Total current assets 1,618,454 1,343,840 Property, plant and equipment: Furniture and equipment 581,957 494,434 Equipment held under capital leases 434,961 296,672 ---------- ---------- 1,016,918 791,106 Less: accumulated depreciation and amortization (including amortization of $131,854 as of November 30, 1995 and $84,002 as of February 28, 1995, respectively, on capital leases) 461,294 364,313 ---------- ---------- Net property, plant and equipment 555,624 426,793 Other assets: Computer Software and Product Development (Net of Amortization) 915,238 732,247 Deposits and other assets 109,833 100,217 ---------- ---------- Total other assets 1,025,071 832,464 ---------- ---------- Total assets $3,199,149 $2,603,097 ========== ========== 3 4 BALANCE SHEETS-continued Market Guide Inc. Period Ended November 30, 1995 February 28, 1995 (Unaudited) - ---------------------------------------------------------------------------------------------------- LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Current maturities of long-term debt and capital leases (including related party debt of 95,333 as of November 30, 1995 and $95,333 as of February 28, 1995) $ 182,816 $ 158,025 Unearned revenues 175,401 202,866 Accounts payable and other accrued expenses (including accrued interest of $61,987 as of November 30, 1995 and $61,987 as of February 28, 1995) 276,760 215,998 ----------- ----------- Total current liabilities 634,977 576,889 Non-current liabilities: Long-term debt and capital lease obligations, less current maturities 270,821 182,737 ----------- ----------- Total non-current liabilities 270,821 182,737 Commitments -0- -0- ----------- ----------- Total liabilities 905,798 759,626 ----------- ----------- Stockholders' equity: Common stock - $.001 par value; 20,000,000 shares authorized, 4,188,256 shares issued and outstanding (Restated as per Note 1) 4,188 4,113 Capital in excess of par value 3,618,910 3,521,405 (Restated as per Note 1) Accumulated deficit (1,329,747) (1,682,047) ----------- ----------- Total stockholders' equity 2,293,351 1,843,471 ----------- ----------- Total liabilities and stockholders' equity $ 3,199,149 $ 2,603,097 =========== =========== 4 5 STATEMENT OF OPERATIONS Market Guide Inc. For the Nine Months Ended For the Three Months Ended November 30, 1995 November 30, 1994 November 30, 1995 November 30, 1994 (Unaudited) (Unaudited) (Unaudited) (Unaudited) - ------------------------------------------------------------------------------------------------------------------------------ Revenues: Database vendor $2,670,668 $1,689,242 $ 969,762 $ 597,388 Market Guide products 204,656 146,735 77,463 38,653 Print products 48,722 56,097 15,899 18,880 ---------- ---------- ---------- ---------- Total revenues 2,924,046 1,892,074 1,063,124 654,921 Expenses: Salaries, payroll taxes and employee benefits 1,586,121 992,861 542,683 336,292 Database and product costs 396,953 326,032 129,243 114,977 General and administrative 481,248 286,194 177,794 109,140 Advertising and promotion 65,303 39,808 22,471 12,686 ---------- ---------- ---------- ---------- Total expenses 2,529,625 1,644,895 872,191 573,095 ---------- ---------- ---------- ---------- Income from operations 394,421 247,179 190,933 81,826 Interest expenses, net 18,473 4,295 6,153 574 ---------- ---------- ---------- ---------- Income before Income tax 375,948 242,884 184,780 81,252 Income Taxes 23,649 13,880 11,087 4,263 ---------- ---------- ---------- ---------- Net income $ 352,299 $ 229,004 $ 173,693 $ 76,989 ========== ========== ========== ========== Earnings per share (Restated as per Note 1) $ .09 $ .06 $ .04 $ .02 Weighted average number of shares outstanding (Restated as per Note 1) 4,157,912 4,037,268 4,182,802 4,087,259 Fully diluted earnings per share (Restated as per Note 1) $ .08 $ .05 $ .04 $ .02 Fully diluted weighted average number of shares outstanding (Restated as per Note 1) 4,398,476 4,241,318 4,409,171 4,291,309 5 6 STATEMENT OF CASH FLOWS Market Guide Inc. November 30, 1995 November 30, 1994 For the Nine Months Ended (Unaudited) (Unaudited) - ---------------------------------------------------------------------------------------------- CASH FLOWS FROM OPERATING ACTIVITIES Net Income (Loss) $ 352,299 $ 229,004 --------- ----------- Adjustments to reconcile net income net (loss) to net cash provided by operating activities Depreciation and Amortization 264,796 176,477 Changes in Assets and Liabilities: (Increase)/Decrease in accounts receivable (336,511) (110,358) (Increase)/Decrease in prepaid assets (114,188) (139,699) (Increase)/Decrease in other assets (9,616) (87,327) Increase/(Decrease) in accounts payable 60,762 (15,196) Increase/(Decrease) in unearned revenues (27,465) (41,236) --------- ----------- Total Adjustments (162,222) (217,339) --------- ----------- Net Cash provided by Operating Activities $ 190,077 $ 11,665 CASH FLOWS FROM INVESTING ACTIVITIES Payment for purchase of fixed assets $(225,812) $ (306,426) Capitalization of Computer Software (350,806) (271,290) --------- ----------- Net Cash provided by Investing Activities $(576,618) $ (577,716) CASH FLOWS FROM FINANCING ACTIVITIES Payments for notes payable and capital leases $ (66,656) $ (44,594) Proceeds from capital leases 179,532 249,187 Proceeds from Employee Stock Plan 64,129 39,187 Proceeds from private placement of common stock 12,772 853,370 Proceeds from stock options exercised 20,679 -0- --------- ----------- Net Cash provided by Financing Activities 210,456 1,097,150 --------- ----------- Net increase/(decrease) in cash (176,085) 531,099 Cash at beginning of period 695,135 200,540 --------- ----------- Cash at end of period $ 519,050 $ 731,639 ========= =========== 6 7 Market Guide Inc. Notes to Financial Statements November 30, 1995 Note 1 Reverse Stock Split On August 31, 1995, the shareholders approved a one-for-four reverse stock split of the Company's $.001 par value common stock. The reverse stock split was implemented as of October 16, 1995. All references in the accompanying financial statements to the per share amounts and earnings per share have been restated to reflect the reverse stock split for all periods presented. 7 8 Market Guide Inc. Management's Discussion and Analysis of Financial Condition and Results of Operation November 30, 1995 GENERAL This analysis of the Company's financial condition, capital resources and operating results should be viewed in conjunction with the accompanying financial statements. BACKGROUND 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. The Company acquires, condenses and publishes accurate, timely, and objective financial and other information on publicly traded corporations, and markets this information to the financial and investment communities, as well as to independent investors, in a cost effective manner. The Market Guide Database covers over 7,000 companies trading on the New York, American, Nasdaq and Over-the-Counter Stock Exchanges. All reports created by Market Guide Inc. are derived from information filed by the subject company with the Securities and Exchange Commission and are contained in Annual Reports to shareholders, 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 each year, as soon as the relevant information becomes available. Pricing and trading volume information incorporated into the database are updated weekly, 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 price performance, relative price performance, summary insider and institutional ownership statistics, and short interest statistics giving users a complete perspective on each company; - - Calculation of approximately 500 popular financial ratios, growth rates, and averages computed for the user's convenience; - - Carefully planned, market tested display formats, including company to industry comparisons, that allow users to quickly and efficiently make carefully considered investment decisions; and - - The creation of software that enables institutional and individual investors to easily access and manipulate the Market Guide information. 8 9 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, its proprietary analytic software called Market Guide for Windows(TM) and StockQuest(TM), and a print publication. 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 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; Aufhauser; Automatic Data Processing; AIQ Systems, Inc.; Bridge Information Systems Inc.; Charles Schwab and Company; Dow Jones Telerate; First Call Corporation; Global Market Information; ILX Systems Inc.; Instinet Analytics; Interactive Data Corporation; InvesText; Omega Research, Inc.,; OneSource Information Systems, Inc.; P.C. Quote, Inc.; Prodigy Services Company; Quotron Systems, Inc.; Real Time Quotes, Inc.; Securities Data Corporation; Shark Information Services, Inc.; Telemet America, Inc.; Telescan, Inc.; Track Data Corporation and Vickers Stock Research Corporation. Through InvesText the Market Guide Database is also available on Datext, Dialog, Dow Jones News Retrieval Service, Reed-Elsevier's Lexis/Nexis (formerly Mead Data Central) and Newsnet. OneSource Information Systems, Inc. has multiple CD-ROM 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 three OneSource product lines, CD/Corporate, CD/Notes and CD/Investment. 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 enables a user 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 incorporate earnings 9 10 estimates from Zack's Investment Services. 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 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 approximately 110,000 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. Market Guide derives significant revenue from its reference service available on the quote terminals of vendors such as Automatic Data Processing; Bridge Information Systems; ILX Systems, Inc.; P.C. Quote, Inc.; Quotron Systems Inc.; Shark Information Services, Inc.; Telemet America, Inc.; and Track Data Corporation. In January, 1994 this service, called the Market Guide Database for Brokers, Traders and Portfolio Managers, was expanded from six screenfuls to ten screenfuls of information. Among the changes and new information are: - - Every ratio is calculated off the latest quarterly or trailing twelve months value as appropriate; - - Inclusion of a company to industry to market comparison that details the company's performance on popular measures of profitability, growth, financial strength and valuation; - - Summarized quarterly income statements, balance sheets and statements of cash flows; - - Price performance and relative price performance statistics; and - - Current and historical short interest levels. Market Guide has developed an analytic software package, Market Guide for Windows(TM), 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(TM) is delivered on a CD/ROM. Market Guide for Windows(TM) was introduced this quarter and existing Market Screen users have been converted over to using Market Guide for Windows(TM). Market Screen has now been discontinued. The same Market Guide for Windows(TM) software with a smaller information set will be sold to individual investors under the name StockQuest(TM), and delivered to them electronically. StockQuest(TM) is scheduled to be introduced in the third fiscal quarter of this year. A quarterly print product called The Market Guide - Select Over the Counter Stock Edition is 10 11 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. 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 1993, the Company entered a redistribution agreement with Zack's Investment Research. Under the terms of this agreement, Market Guide may, after consulting Zacks on a case-by-case basis, redistribute Zacks' Earnings Estimate information to selected vendors. In late 1993, the Company began to track short interest information published monthly by the exchanges. 11 12 In fiscal 1994 the Company added 1,000 new companies. After adjusting for the shrinkage of 400 companies due to acquisitions, buyouts, mergers or business failures, this resulted in a net increase of 600 companies. 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 new 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 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, and is closer to New York City than our previous location. The new facility, at approximately 13,500 square feet, is three times larger than our former quarters, and is equipped with state of the art network and digital telephone technology to support current and future needs in the evolving "information super highway" and "multi-media" environments. Its proximity to New York City brings the Company closer to one of its largest markets and also opens up a much larger labor pool from which to draw the talent needed to support company growth. The new address, phone and facsimile numbers are: Market Guide Inc. 2001 Marcus Avenue Suite South 200 Lake Success, New York 11042-1011 Phone (516) 327-2400 Fax (516) 327-2425 In September, 1995 the Company announced shareholder approval of a one-for-four reverse stock split at its August 31, 1995 annual meeting. The reverse split became effective October 16, 1995, and will allow the Company to meet one of the major qualification criteria for inclusion on the Nasdaq "Small Cap" market. The one-for-four reverse stock split has 12 13 reduced the Company's issued and outstanding shares from 16,753,023 to 4,188,256. Fully diluted shares outstanding was decreased from 17,636,682 to 4,409,171 shares. The number of authorized shares will remain at 20,000,000. At the same annual meeting, shareholders also approved an employee stock purchase plan, a key employee incentive plan and an outside directors' incentive plan. These plans are currently being put into effect. The Company has begun work on an internet site that should be operational in the first 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. RESULTS OF OPERATIONS Total revenues for the fiscal quarter and nine months ending November 30, 1995 were $1,063,124 and $2,924,046, respectively. These represent 62.3% and 54.5% increases over the same periods in the previous year. Net income for the fiscal quarter and nine months ended November 30, 1995 were $173,693 and $352,299, respectively. These represent 125.6% and 53.8% increases over the same periods in the previous year. Revenues Database vendor revenues for the fiscal quarter and nine months ending November 30, 1995 were $969,762 and $2,670,668. These represent 62.3% and 58.1% increases over the same periods in fiscal 1994. The increase is mainly from increased sales of information by the Company's vendors, as well as the addition of new vendors, the most significant of which is Prodigy Services Co. The Company now has a total of 26 vendors selling a variety of the Company's database offerings. Revenues of Market Guide products for the fiscal quarter and nine months ending November 30, 1995 were $77,463 and $204,656, respectively. These represent 100.4% and 39.5% increases over the same periods in fiscal 1994. Market Guide products include Market Screen, the new Market Guide for Windows(TM) CD/ROM based product targeted at institutional investors, and the direct sales of Market Guide products delivered through a real time quote and analytics vendor. These increased revenues reflect both some initial Market Guide for Windows(TM) sales and increased direct sales of products delivered through the quote vendor. Print product revenues from The Market Guide - Select OTC Stock Edition declined slightly to $15,899 from $18,880 and to $48,722 from $56,097 for the three and nine month periods ending November 30, 1995, respectively. This decline is attributed to the Company's continued concentration on the development and marketing of electronic products. 13 14 Expenses Total expenses for the fiscal quarter ending November 30, 1995 increased to $872,191 from $573,095 in the same quarter of 1994, and to $2,529,625 from $1,644,895 for the nine months ending November 30, 1995. Significant changes are noted in the following areas of the Company's Statement of Operation and Accumulated Deficit. Salaries, payroll taxes and employee benefits for the fiscal quarter ending November 30, 1995 increased to $542,683 from $336,292 in the same quarter of 1994, and to $1,586,121 from $992,861 for the nine months ending November 30, 1995. The Company hired sales, marketing, analysts and programming people and grew from 32 employees last year to 56 at November 30, 1995. There were 14 employees in 1989 when current management assumed control and operation of the Company. Database and product costs for the fiscal quarter ending November 30, 1995 increased to $129,243 from $114,977 in the same quarter of 1994, and to $396,953 from $326,032 for the nine months ending November 30, 1995. The increase reflects costs associated with printing out a greater number of financial documents from electronic sources of information, in particular the EDGAR filings, and greater amortization expense. General and administrative expenses for the fiscal quarter ending November 30, 1995 increased to $177,794 from $109,140 in the same quarter of 1994, and to $481,248 from $286,194 for the nine months ending November 30, 1995. Included in these increases are the substantial increase in rent expense under the new lease, higher depreciation, phone and other expenses. Advertising and promotion expenses for the fiscal quarter ending November 30, 1995 increased to $22,471 from $12,686 in the same quarter of 1994, and to $65,303 from $39,808 for the nine months ending November 30, 1995. This modest increase reflects greater trade show participation, marketing and sales programs. LIQUIDITY AND CAPITAL RESOURCES Cash Flows from Operating Activities for the nine months ending November 30, 1995 totalled $190,077 versus $11,665 in the quarter ending November 30, 1994, primarily due to higher net income and depreciation expenses and an increase in accounts payable, offset by an increase in accounts receivable. Cash Flows from Investing Activities decreased to ($576,618) in the quarter ending November 30, 1995, compared to ($577,716). The Company continues to invest in product enhancements that will result in added value to our users and the strengthening of our competitive position, and additional equipment to support new products and increase the efficiency of our data collection staff. 14 15 Cash Flows from Financing Activities generated $210,456 mainly from the issuance of an employee stock bonus valued at $64,129 and proceeds from capital leases of $179,532. The Company paid off debt and capitalized lease obligations of $66,656 compared to payments of $44,594 in the same period of 1994. The Company's financial condition achieved a sixth consecutive year of steady improvement. This has been achieved by carefully controlling expenses, investing in product development and generating increased revenues. As of November 30, 1995 the Company had $519,050 in cash. Its working capital increased from $766,951 as of February 28, 1995 to $983,477 as of November 30, 1995. The major factors contributing to the improvement were the increased sales leading to increased accounts receivables, increased prepaid expenses and lower unearned revenues. Stockholders' equity continues its steady improvement from $1,843,471 on February 28, 1995 to $2,293,351. Equity continues to improve due mainly to reinvestment of earnings in the business and issuance of the final installment of the employee stock bonus awards. In June, 1995 the Company entered into a five year lease with Guardian Leasing Corporation for $179,532 of which $138,289 is the value of the equipment purchased, and $41,243 represents interest. The lease covers the acquisition of office furniture and computer equipment for networks. The Company currently has four leases outstanding aggregating $358,304 as of November 30, 1995, and pays a total of $8,513.32 per month to service these obligations. Other than capital leases for computers, business machinery, business premises and furnishings, the Company's debt consists of two notes owed to the Company's Chairman. One demand note is for the principal amount of $62,000 and one demand note is for the principal amount of $33,333. There is a total of $61,987 in accrued interest on these notes. The notes and accrued interest are at a 12% rate of interest. No notes are convertible to common stock. In March, 1994 the Company issued 2,275,719 new shares of restricted Common Stock at a price of $0.375 per share. The purchasers of the stock consist of a small group of sophisticated private investors who approached the Company and indicated a desire to make the investment. The placement was managed entirely by the Company with all of the $853,370 in proceeds going to the Company. The proceeds of the placement were used to fund the growth of the Company, to defray some of the costs incurred in the move of the Company's headquarters and for general corporate purposes. In fiscal year 1996 management anticipates capital spending of $500,000 for database enhancements, software development and the development of a presence on the Internet. 15 16 The Company's traditional marketplaces, including professionals involved in brokerage, trading and money management has been steadily increasing. In 1993, the Company brought its professional quality information to individual investors through an agreement for electronic distribution with Telescan, Inc. The Telescan relationship has been expanded several times to bring more value, data and utility to Telescan subscribers. Our relationship with Telescan also led to the availability of Market Guide reports for individuals to access through Charles Schwab's Street Smart product. As a direct result of the most recent broadening of this agreement, Market Guide and Telescan have agreed to work together more closely and to integrate Market Guide information as part of the standard Telescan service. The advent of Market Guide's availability on Prodigy makes it possible for any of the Prodigy service's two million subscribers to obtain reports or conduct basic analytic stock searches using Market Guide data. The many thousands of Strategic Investor subscribers on the Prodigy Network have been generally positive and supportive of the added data and broadened coverage that Market Guide's Company Reports provide to them. Market Guide continues to invest for its future growth. The Company is adding analytic staff to be able to cover all publicly traded companies (except closed end funds) and maintain them with the same high levels of accuracy and timeliness; programmers develop new products; and additional sales and marketing staff to increase our sales levels. Management expects to be able to meet all anticipated, ongoing operating cash requirements from operating cash flows because: - - Revenues from existing vendors continue to grow; - - New vendors such as Prodigy and the American Association of Individual Investors (AAII) have recently introduced the Market Guide service with great acceptance which should generate significant revenues; and - - Revenues from new Market Guide products, Market Guide for Windows(TM) introduced in the third fiscal quarter of this year, and StockQuest(TM) to be introduced in the first fiscal quarter of fiscal 1997 are expected to generate significant revenues next year. 16 17 OTHER INFORMATION Item 1 Legal Proceeding None 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 17 18 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) January 11th, 1996 /s/ HOMI M. BYRAMJI - --------------------------- ---------------------------------- Date HOMI M. BYRAMJI President and Chief Executive Officer 18 19 EXHIBIT INDEX ------------- Exhibit No. Description - ------ ----------- 27 Financial Data Schedule