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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, 1996
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
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(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
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4,190,717 Common shares, $.001 par value were issued and
outstanding on July 8, 1996.
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TABLE OF CONTENTS
Financial Statements
Balance Sheets as of May 31, 1996 (Unaudited) and February 29, 1996 3
Statement of Operations For the Three Months Ended
May 31, 1996 (Unaudited) and May 31, 1995 (Unaudited) 5
Statement of Cash Flows for the Three Months Ended
May 31, 1996 (Unaudited) and May 31, 1995 (Unaudited) 6
Notes to Financial Statements 7
Management's Discussion and Analysis of Financial
Condition and Results of Operations May 31, 1996 8
Other Information 16
Signature 17
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BALANCE SHEETS Market Guide Inc.
May 31, 1996 February 29, 1996
Fiscal Quarter Ended (Unaudited)
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ASSETS
Current assets:
Cash $ 834,022 $ 680,783
Accounts Receivable (Net of
allowance for doubtful accounts) 691,016 761,180
Prepaid expenses and other current assets 213,018 305,414
---------- ----------
Total current assets 1,738,056 1,747,377
Property, plant and equipment:
Furniture and equipment 608,786 593,981
Equipment held under capital leases 621,641 543,655
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1,230,427 1,137,636
Less: Accumulated depreciation and amortization
(including amortization of $180,511 and $154,233
as of May 31, 1996 and February 29, 1996,
respectively, on capital leases) 545,945 501,538
---------- ----------
Net property, plant and equipment 684,482 636,098
Other assets:
Computer Software and Product
Enhancements (Net of Accumulated
Amortization) 1,140,688 1,066,006
Deposits and other assets 128,863 123,536
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Total other assets 1,269,551 1,189,542
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Total assets $3,692,089 $3,573,017
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BALANCE SHEETS-continued Market Guide Inc.
May 31, 1996 February 29,
Fiscal Quarter Ended (Unaudited) 1996
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LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Current maturities of long-term debt
and capital leases including related
party debt of $95,333 as of May 31, 1996
and $95,333 as of February 29, 1996 $ 228,528 $ 208,359
Unearned revenues 162,799 163,371
Accounts payable and other accrued
expenses (including accrued interest
of $61,987 as of May 31, 1996
and $61,987 as of February 29, 1996) 311,455 401,546
----------- -----------
Total current liabilities 702,782 773,276
Non-current liabilities:
Long-term debt and capital lease
obligations, less current maturities 395,526 351,511
----------- -----------
Total non-current liabilities 395,526 351,511
Commitments 0 0
----------- -----------
Total liabilities 1,098,308 1,124,787
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Stockholders' equity:
Common stock - $.001 par value;
20,000,000 shares authorized, 4,190,717
and 4,188,245 shares issued and outstanding
as of May 31, 1996 and February 29, 1996,
respectively 4,191 4,188
Capital in excess of par value 3,626,746 3,618,910
Accumulated deficit (1,037,156) (1,174,868)
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Total stockholders' equity 2,593,781 2,448,230
----------- -----------
Total liabilities and stockholders' equity $ 3,692,089 $ 3,573,017
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STATEMENT OF OPERATIONS Market Guide Inc.
May 31, 1996 May 31, 1995
For the Three Months Ended (Unaudited) (Unaudited)
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Revenues:
Database vendors $1,033,861 $ 822,865
Market Guide products 80,504 50,705
Print products 16,741 16,771
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Total revenues 1,131,106 890,341
Expenses:
Salaries, payroll taxes
and employee benefits 635,145 502,621
Database and product costs 143,279 132,284
General and administrative 172,975 142,584
Advertising and promotion 29,333 25,759
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Total expenses 980,732 803,248
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Income from operations 150,374 87,093
Interest Income 6,576 6,464
Interest Expense 17,918 11,586
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Income before income taxes 139,032 81,971
Provision for income taxes 1,320 4,918
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Net income $ 137,712 $ 77,053
========== ==========
Earnings per share .03 .02
Weighted average number of shares
outstanding 4,188,272 4,116,737
Fully diluted earnings per share .03 .02
Fully diluted weighted average
number of shares outstanding 4,371,701 4,379,037
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STATEMENT OF CASH FLOWS Market Guide Inc.
May 31, 1996 May 31, 1995
For the Three Months Ended (Unaudited) (Unaudited)
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CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income $ 137,712 $ 77,053
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Adjustments to reconcile net income to
net cash provided from operating activities
Depreciation and amortization 103,856 82,231
Changes in Assets and Liabilities:
(Increase)/Decrease in accounts receivable 70,164 (65,386)
(Increase)/Decrease in prepaid assets 92,396 (121,002)
(Increase)/Decrease in deposits and other assets (5,327) 5,255
Increase/(Decrease) in accounts payable (90,091) 22,445
Increase/(Decrease) in unearned revenues (572) (80,828)
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Total adjustments 170,426 (157,285)
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Net cash provided by operating activities $ 308,138 $ (80,232)
CASH FLOWS FROM INVESTING ACTIVITIES:
Payment for purchase of fixed assets $ (92,791) $ (32,215)
Development of Computer Software and
Product Enhancements (134,131) (96,949)
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Net cash provided by investing activities $(226,922) $(129,164)
CASH FLOWS FROM FINANCING ACTIVITIES:
Payments for notes payable, long-term debt
and capital leases (36,660) (16,562)
Proceeds from Capital Leases 100,844 0
Proceeds from Sale of Stock under Employee Stock Plans 7,839 64,129
Proceeds from issuance of common stock 0 12,772
--------- ---------
Net cash provided by financing activities 72,023 60,339
--------- ---------
Net increase/(decrease) in cash 153,239 (149,057)
Cash at beginning of period 680,783 695,135
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Cash at end of period $ 834,022 $ 546,078
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Market Guide Inc.
Notes to Financial Statements
May 31, 1996
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 29,
1996. 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, 1996 are not
necessarily indicative of the results that may be expected for the year ending
February 28, 1997.
Note 2 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.
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Market Guide Inc.
Management's Discussion and Analysis of Financial Condition
and Results of Operations
May 31, 1996
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 7,400 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 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 a
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 earnings estimates, 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; and
- - Carefully planned, market tested display formats, including company to
industry comparisons, that allow users to quickly and efficiently make
carefully considered investment decisions.
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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 three channels: information
vendors, its proprietary analytic software called Market Guide for Windows 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; Argus
Research; Aufhauser; Automatic Data Processing; AIQ Systems, Inc.; Bridge
Information Systems Inc.; CDA Technology; Charles Schwab and Company; Dow Jones
Telerate; First Call Corporation; Global Market Information; Holt Value
Associates; 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; Trans-Terra Company and
Vickers Stock Research Corporation.
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.
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 the 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
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information and earnings 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.
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.
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, 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.
Market Guide for Windows was introduced in fiscal year 1996 and existing Market
Screen users have been converted over to Market Guide for Windows. Market Screen
has now been discontinued.
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The same Market Guide for Windows software with a smaller information set will
be sold to individual investors under the name StockQuest, and delivered to them
electronically. StockQuest is scheduled to be introduced in the second quarter
of fiscal year 1997.
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.
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.
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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.
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.
The Company has 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 1986, 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.
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
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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 will bring the Company closer to
one of its largest markets and will also open up a much larger labor pool from
which to draw the talent needed to support company growth.
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.
At the same annual meeting, shareholders also approved an Employee Stock
Purchase Plan, a Key Employee Incentive Plan and an Outside Directors' Incentive
Plan. The Employee Stock Purchase Plan was put into effect on September 1, 1995.
The incentive plans are currently being put into effect.
The Company has been working on an Internet site that will be operational in 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.
RESULTS OF OPERATIONS
FOR THE FISCAL QUARTER ENDED MAY 31, 1996 COMPARED TO MAY 31, 1995
Total revenues for the first quarter ended May 31, 1996 increased 27% to
$1,131,106. Database vendor revenues increased 26% to $1,033,861 which accounted
for the majority of the increase. The Company continues to benefit from an
increase in the number of vendors providing the Market Guide database as well as
increased sales penetration among several existing vendors. Market Guide product
sales increased 59% to $80,504 reflecting new Market Guide for Windows sales and
initial Internet sales of individual Market Guide research reports (Management
expects to announce the official opening of the site in the second fiscal
quarter -- http://www.marketguide.com). Print product revenues remained flat at
$16,741 and will likely continue to decline as a percentage of overall revenues
due to management's concentration on distributing its products electronically.
Total operating expenses for the first quarter ended May 31, 1996 increased 22%
to $980,732. The majority of the growth in operating expenses resulted from
costs related to salaries and employee benefits increasing 26% to $635,145. The
increase in salaries reflects both the hiring of additional sales personnel and
the seasonal increase in research payroll expenses attributable to calendar
year-end and first fiscal quarter reporting to the Securities & Exchange
Commission: Approximately 60% of companies included in the Market Guide
database, report on a calendar year basis causing a disproportionate amount of
updates to be required in this period. Other increases in operating expenses
were attributable to costs associated with
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management's commitment to provide the resources necessary to sustain continued
growth, including attendance at more industry trade shows, increased
subscriptions to industry publications, and costs associated with fulfilling a
substantial increase in the number of individual and corporate inquiries about
Market Guide's products and services.
Income from operations for the first quarter ended May 31, 1996 increased 73% to
$150,374. Growth in income reflects the greater dollar increase in revenue
compared to expenses, as discussed above, and management's commitment to promote
growth while controlling expenses.
Interest expense increased 55% to $17,918. This increase is attributable to
additional financing through capitalized leases used to purchase office
equipment and computer hardware.
Income taxes decreased 73% to $1,320. This decline in income tax expense
reflects changes in rules governing alternative minimum tax assessments in the
state of New York.
Net income increased 79% to $137,712. The increase reflects greater growth in
revenues partially offset by higher operating expenses, and the lower effective
income tax rate.
In the fiscal 1996 10-K report, for the year ended February 29, 1996, the
Company reported in "NOTE H SUBSEQUENT EVENTS" the renegotiation of contractual
business relationships with two larger customers. These renegotiated contracts
with two larger vendors will result in a reduction in monthly revenue over the
balance of fiscal 1997. It is anticipated new business volume during fiscal 1997
will more than offset the revenue reduction resulting from these two contracts.
LIQUIDITY AND CAPITAL RESOURCES
The Company's financial condition reflects another fiscal quarter of steady
improvement. The improvement is due, in part, to controlling expenses, investing
in product development, and generating higher revenues in all three markets --
The Individual, the Broker & Trader, and the Institutional Investor
marketplaces.
As of May 31, 1996 the Company's working capital (current assets less current
liabilities) increased 6% to $1,035,274. The Company's cash and cash equivalents
increased 23% to $834,022.
For the first quarter ended May 31, 1996, net cash provided by operating
activities totaled $308,138 compared to a net use of $157,285 in the first
quarter ended May 31, 1995. The gain reflects higher net income and depreciation
and amortization, as well as reductions in accounts receivable and prepaid asset
balances.
For the first quarter ended May 31, 1996, net cash used in investing activities
increased 76% to $226,922. The increase reflects the Company's continued
investment in product
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enhancements and the development of three new products: Market Guide for
Windows, StockQuest, and an Internet site that will result in added value to our
users and strengthen our competitive position.
For the first quarter ended May 31, 1996, net cash provided by financing
activities increased 19% to $72,023. The increase reflects the addition of one
new capital lease in the first quarter of fiscal 1997.
The Company did not engage in any borrowing other than capitalized leases and
did not maintain any credit lines during the year.
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 the American Association of Individual Investors
(AAII) have recently introduced the Market Guide service with great
acceptance;
- - Market Guide recently signed a long term agreement with Reuters;
- - Market Guide's proprietary products and services including Market Guide
for Windows, StockQuest and its Internet site are all expected to
generate significant revenues beginning in the second half of fiscal
1997.
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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
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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)
July 15, 1996 /s/ JOHN D. CASE
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Date JOHN D. CASE
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