<PAGE>
U.S. SECURITIES & EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-QSB
QUARTERLY REPORT PURSUANT SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 1999
Commission File Number 0-22351
FirstQuote Inc.
---------------
(Exact name of small business issuer as specified in its charter)
DELAWARE 98-0162893
-------- ----------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
12, Ave des Morgines, 1213 Petit-Lancy 1, Geneva, Switzerland N/A
- ------------------------------------------------------------- ----------
(Address of principal executive offices) (Zip Code)
+41-22-879-0879
---------------
(Issuer's telephone number)
(previously Virtual Telecom, Inc.)
----------------------------------
(Former name, former address and former fiscal year, if changed since
last report)
Check whether the registrant (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for
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
--- ---
As of August 9, 1999 the Registrant had 6,176,959 shares of its common stock,
par value $0.001, issued and outstanding.
Transitional Small Business Disclosure Format: Yes No X
--- ---
<PAGE>
Part I -- Financial Information
Item 1. Financial Statements
FIRSTQUOTE INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
June 30, December 31,
1999 1998
------------ ------------
(Unaudited) (Audited)
<S> <C> <C>
ASSETS
CURRENT ASSETS
Cash and cash equivalents $ 3,951,749 $ 229,450
Trade accounts receivable, net 426,844 191,229
Prepaid expenses and other receivables 265,676 62,108
------------ -----------
Total current assets 4,644,269 482,787
------------ -----------
NON-CURRENT ASSETS
Property and equipment, net 1,006,524 1,130,563
Other assets 395,290 28,487
------------ -----------
Total non-current assets 1,401,814 1,159,050
------------ -----------
Total Assets $ 6,046,083 $ 1,641,837
============ ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Trade accounts payable $ 858,578 $ 658,700
Accrued liabilities 215,733 102,274
Current portion of capital lease obligations 143,632 146,481
Advances/convertible loans from stockholders/related parties -- 1,000,000
Deferred income 273,187 170,808
------------ -----------
1,491,130 2,078,263
------------ -----------
LONG TERM CAPITAL LEASE OBLIGATIONS
Capital lease obligation, net of current portion 90,590 166,621
------------ -----------
STOCKHOLDERS' EQUITY
Preferred Stock, $0.001 par value,
10,000,000 shares authorized;
Class A: 6,500 and 68,500 shares issued and outstanding 7 69
Class B: 1,923,716 shares issued and outstanding 1,924 1,924
Class C: 3,783,784 shares issued and outstanding 3,784 --
Common Stock, $0.001 par value,
20,000,000 shares authorized; 6,176,959 and 5,781,309
shares issued and outstanding 6,177 5,781
Additional paid-in capital 14,035,473 6,381,315
Cumulative translation adjustment 627,180 (148,610)
Accumulated deficit (10,210,182) (6,843,526)
------------ -----------
Total stockholders' equity 4,464,363 (603,047)
------------ -----------
Total Liabilities and Shareholders' Equity $ 6,046,083 $ 1,641,837
============ ===========
</TABLE>
The accompanying notes are an integral part of these unaudited condensed
consolidated financial statements
2
<PAGE>
FIRSTQUOTE INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
<TABLE>
<CAPTION>
For the Three Months For the Six Months
ended June 30, ended June 30,
------------------------------ -----------------------------
1999 1998 1999 1998
------------------------------ -----------------------------
<S> <C> <C> <C> <C>
REVENUE $ 389,958 $ 123,870 $ 644,362 $ 219,403
OPERATING EXPENSES
Cost of Revenue 478,352 247,436 839,532 516,706
Selling & Market Development Expenses 136,359 79,953 137,391 94,975
General & Administrative Expenses 1,124,653 642,037 2,124,560 1,212,646
---------- --------- ----------- -----------
1,739,364 969,426 3,101,483 1,824,327
---------- --------- ----------- -----------
OPERATING RESULT (1,355,406) (845,556) (2,457,121) (1,604,924)
OTHER INCOME AND EXPENSES
Interest Income/(Expense) 33,483 12,325 57,909 8,034
Foreign Exchange Gain/(Loss), net (469,414) 1,915 (967,444) (167,160)
---------- --------- ----------- ----------
NET LOSS (1,791,373) (831,316) (3,366,656) (1,764,050)
========== ========= =========== ==========
Basic and diluted weighted average number of common shares 6,097,634 5,730,309 5,992,193 5,578,291
========== ========= =========== ==========
Basic and diluted net loss per common shares $ (0.29) $ (0.15) $ (0.56) $ (0.32)
========== ========== =========== ==========
</TABLE>
The accompanying notes are an integral part of these unaudited condensed
consolidated financial statements
3
<PAGE>
FIRSTQUOTE INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
<TABLE>
<CAPTION>
For the Three Months For the Six Months
ended June 30, ended June 30,
--------------------------- ---------------------------
1999 1998 1999 1998
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Loss $(1,791,337) $ (831,316) $(3,366,656) $(1,764,050)
Adjustments to reconcile net loss to net cash used
in operating activities:
Exchange (gain) / loss 469,414 (1,915) 967,444 167,160
Depreciation and amortization 145,940 121,837 289,311 239,488
Provision for doubtful debtors 19,782 -- 40,804 2,302
Interest accrued on loans payable -- -- -- 5,417
Stock and stock options issued as compensation cost 31,250 -- 62,500 --
Increase / decrease resulting from changes in:
Trade accounts receivable (226,068) (34,457) (276,419) (44,732)
Prepaid expenses and other receivables (166,017) (34,979) (203,568) (41,781)
Trade accounts payable 178,292 (48,970) 199,880 (154,367)
Accrued liabilities and provisions 65,326 144,991 113,459 92,207
Deferred income 115,138 27,449 102,379 38,438
----------- ----------- ----------- -----------
Net cash used-in operating activities (1,158,280) (657,360) (2,070,866) (1,459,918)
CASH USED IN INVESTING ACTIVITIES:
Purchase of equipment (148,893) (37,742) (165,272) (90,372)
Other non-current asset expenditures 10,960 (527) (179,304) (3,358)
----------- ----------- ----------- -----------
Net cash used-in investing activites (137,933) (38,269) (344,576) (93,730)
CASH FLOWS FROM (USED IN) FINANCING ACTIVITIES:
Issuance of stock -- -- 7,000,000 --
Commission on issuance of stock -- -- (70,000) --
Issuance of stock upon exercise of warrants 471,275 -- 478,275 --
Collection of stock subscriptions receivable -- -- -- 2,000,000
Reimbursements of advances from stockholders and
related parties -- -- (1,000,000) (96,089)
Payment of capital lease obligations (44,995) (1,000) (78,881) (220,684)
----------- ----------- ----------- -----------
Net cash provided by financing activities 426,280 (1,000) 6,329,394 1,683,227
Effect of Exchange Rate Changes on Cash and cash equivalents (133,953) 11,496 (191,653) (28,252)
NET (DECREASE) / INCREASE IN CASH AND CASH EQUIVALENTS (1,003,886) (685,133) 3,722,299 101,327
CASH AND CASH EQUIVALENTS AT BEGINNING 4,955,635 1,355,724 229,450 569,264
----------- ----------- ----------- -----------
CASH AND CASH EQUIVALENTS AT END $ 3,951,749 $ 670,591 $ 3,951,749 $ 670,591
----------- ----------- ----------- -----------
</TABLE>
The accompanying notes are an integral part of these unaudited condensed
consolidated financial statements
4
<PAGE>
FIRSTQUOTE INC.
NOTES TO THE CONDENSED FINANCIAL STATEMENTS
(Unaudited)
NOTE 1 - CONDENSED FINANCIAL STATEMENTS
The accompanying financial statements have been prepared by the Company without
audit. In the opinion of management, all adjustments (which include only normal
recurring adjustments) necessary to present fairly the financial position,
results of operations and cash flows at June 30, 1999, and for all periods
presented have been made.
Certain information and footnote disclosures normally included in financial
statements prepared in accordance with generally accepted accounting principles
have been condensed or omitted. It is suggested that these unaudited condensed
consolidated financial statements be read in conjunction with the financial
statements and notes thereto included in the Company's December 31, 1998 audited
financial statements. The results of operations for the six months ended June
30, 1999 are not necessarily indicative of the operating results for the full
year.
NOTE 2 - CONVERTIBLE LOANS FROM STOCKHOLDERS
As at December 31, 1998 the Company owed $1,000,000 in respect of a loan
convertible into preferred stock of the Company upon the conclusion of
additional equity financing, or redeemable, at the option of the lender. In
January 1999, the loan was converted into 540,541 shares of Series C Preferred
Stock (see Note 3.)
NOTE 3 - ISSUANCE OF COMMON AND PREFERRED STOCK
During the six months ended June 30, 1999, 62,000 shares of Series A Preferred
stock were converted into 124,000 common shares.
During the six months ended June 30, 1999, the Company issued 136,650 shares of
its common stock upon the exercise of 136,650 warrants previously issued with
the Series A Preferred stock and certain stock units. The warrants are
exercisable at $3.50.
During the six months ended June 30, 1999, the Company issued 135,000 shares in
settlement of half of the amount due to a financial software solution provider.
In January 1999, the Company sold 3,783,784 shares of its Series C Preferred
Stock for a total consideration of $7,000,000, including the conversion of the
$1,000,000 loan from stockholder (see Note 2.)
5
<PAGE>
Item 2. Management's Discussion and Analysis or Plan of Operation
Background
FirstQuote is a European provider of investor information services and
electronic brokerage solutions. The Company offers a comprehensive range of
real-time market data and order execution systems for both the institutional and
individual investor. The financial information systems are offered via the
Internet or through virtual private networks using Internet technology. The
Company also provides related network services to users of its financial
information and electronic brokerage products. Further description of the
Company's activities and products can be found at http://www.firstquote.com/
--------------------------
Effective May 7, 1999, the Company amended its Certificate of Incorporation to
change its corporate name to FirstQuote Inc.
Unless the context otherwise requires, all references to the Company include its
wholly owned subsidiary, FirstQuote SA (previously Virtual Telecom SA), a Swiss
corporation and FirstQuote Ltd. a UK company.
Regarding the Company's plan of operations for the 1999 fiscal year, it has
targeted strategic alliances in key European financial centers from which to
leverage its growth. It plans to market its financial market information,
analytical tools and online order entry/matching systems both under its own
product names and as co-branded implementations with institutional clients.
Currency Exchange Rates: Although the Company reports its results in US dollars,
virtually all of its revenues and expenses are denominated in other currencies,
primarily Swiss francs, Euros and Pounds sterling. Consequently, the Company's
net results are directly affected by any changes in the exchange rate between
the US dollar on the one hand, and the Swiss franc, Euros or Pounds sterling on
the other. Transactions of the Company and its subsidiaries are recorded based
on the functional currency of each particular company. The Company's main
operating subsidiary maintains a Swiss franc functional currency and has a US
dollar denominated current account with its parent company. This results in
foreign exchange differences being recorded based on variations in the USD/CHF
rate of exchange, which are carried forward on consolidation.
Assets and liabilities of the Company and its subsidiaries are translated at the
exchange rate in effect at each year-end. Income statement accounts are
translated at the average rate of exchange prevailing during the year.
Translation adjustments arising from differences in exchange rates from period
to period are included in the cumulative translation adjustment account in
stockholders' equity.
Results of Operations
Revenue for the six months ended June 30, 1999 was $644,362, an increase of 194%
over that of $219,403 for the corresponding prior half-year. Revenues in the
second quarter of 1999 were 47% above those of the first quarter of 1999.
Revenue is comprised of financial market data and online dealing services, and
related network connectivity services, including web services. While market data
services related revenues accounted for 31% of total revenue for the prior half-
year, the relative importance of this source of revenue is increasing as the
Company's FirstQuote user base expands. Financial market data and online dealing
services accounted for 55% of revenue for the first half of 1999.
Cost of revenue for the six months ended June 30, 1999 was $839,532 or 62% above
the amount of $516,706 for the corresponding prior half-year. Cost of revenue as
a percentage of revenue has decreased to 130% from 236% in the corresponding
prior half-year, reflecting the economies of operation at a larger scale. Cost
of revenue includes network expenses, data feeds and commissions.
Selling & Market Development expenses for the six months ended June 30, 1999
were $137,391 or 45% above the amount of $94,975 for the corresponding prior
half-year. Corporate and product marketing expenses have increased in
conjunction with the corporate name change to FirstQuote and the continued
rollout of the Company's services in Europe.
6
<PAGE>
General and administrative expenses for the six months ended June 30, 1999 were
$2,124,560, an increase of 75% from the amount of $1,212,646 for the
corresponding prior half-year. Staff costs represent the major component of this
expense and have increased 110% from $504,567 to $1,059,245. This follows the
Company's concentration in the first half of the year on recruiting experienced
professionals in the areas of sales and technical operations. Operating expenses
have increased 52% from $363,420 to $550,880, and depreciation charges have
increased by 21% from $239,488 to $289,311.
Operating loss for the six months ended June 30, 1999 was $2,457,121, an
increase of 53% from the amount of $1,604,925 for the corresponding prior half-
year. Expressed as a percentage of revenue the operating loss has improved from
731% to 381% of revenue.
Foreign exchange gains and losses arise essentially from the revaluation of
amounts due by FirstQuote SA to FirstQuote Inc., which are denominated in US
dollars. The functional currency of FirstQuote SA is the Swiss Franc, and the
resultant loss on revaluation in Swiss Francs is carried forward in
consolidation. The USD/CHF rate of exchange was 1.3760 at December 31, 1998 and
1.5480 at June 30, 1999.
Net loss for the six months ended June 30, 1999 was $3,366,656, compared with
$1,764,051 for the corresponding prior half-year.
Liquidity and Financial Condition
As of June 30, 1999, the Company had working capital of $3,153,135 and
stockholders' equity of $4,464,361.
In January 1999 the Company secured equity financing through the sale of
3,783,784 shares of Series C Preferred Stock for $7,000,000, including the
conversion of a loan of $1,000,000 due from a related party.
During the first half of the year, the Company has also received $478,275
following the exercise of 136,650 warrants at $3.50. A further 351,131 warrants
are in existence, all exercisable at $3.50.
The Company continues to generate negative cashflows from operations since its
cost base exceeds its revenues from operating activities. The net cash burn rate
was approximately $386,000 per month during the second quarter of 1999 and
$304,000 per month during the first quarter of 1999, reflecting the increased
level of operations.
The plan of operations for the second half of the 1999 fiscal year will require
increases in the amounts of operating and capital expenditure above those
incurred to date. While revenues are similarly projected to increase, it is not
certain that these revenues and the above-mentioned financing will be sufficient
to cover these expenditures until the time that a breakeven situation may be
achieved. At this time there are no firm commitments or agreements on the part
of any party to provide any additional debt or equity capital to the Company and
there can be no assurance that the Company will be able to obtain additional
capital. The Company's inability to increase revenue or obtain additional debt
or equity capital on a timely basis will, in all likelihood, materially
adversely affect its future planned growth of operations and revenues.
Euro Conversion
On January 1, 1999, eleven of the fifteen member countries of the European Union
("EU") establish fixed conversion rates between their existing sovereign
currencies and the Euro, and adopted the Euro as their common legal currency.
Switzerland is not a member of the EU and the Company currently denominates most
of its transactions in Swiss francs, the unit of currency of Switzerland.
Furthermore, subscribers to the Company's services are typically invoiced in the
currency of their resident jurisdiction. The Company has successfully adapted
its information systems and practices to accommodate the Euro in those EU member
countries in which it offers its services. Moreover, the content within the
financial information distributed by the Company (notably security quotations)
has successfully begun to be denominated in Euro, commencing on January 1, 1999.
Euro conversion is expected to generally increase cross-border price
transparency among the participating countries and result in a more competitive
European market. The Company is uncertain as to the effect, if any,
7
<PAGE>
that Euro conversion will have on its ability to sell its products and services
in the European market. Euro conversion could potentially impact pricing
strategies and demand for the Company's services in the European market, lead to
increased competition within the European market for the specific types of
services sold by the Company, or impact the Company's relationships with vendors
and licensors. As a result of competitive pressures, the Company could also
potentially be required to denominate future transactions in the Euro and incur
currency risk and conversion costs as a result.
There can be no assurance that Euro conversion will not have a material, adverse
effect on the Company's business, financial condition and results of operation.
Year 2000 Compliance
The Year 2000 problem results from the use by computers of two digits rather
than four digits to define the applicable year. The use of only two digits was
common during the period when computer resources were much more expensive than
today. As a result, when such computer systems must process dates both before
and after
January 1, 2000, the two-digit year identification may create processing errors
and system failures. These effects may be apparent in both information
processing systems as well as mechanical operations controlled by computers
(embedded microprocessors). The effects of this issue are further compounded by
the interdependence of computer systems between suppliers and customers.
The Company utilizes computer software applications and operating systems in
distributing its financial information service, operating its network
infrastructure and various administrative and billing functions. In addition,
the Company's financial information service is reliant upon the receipt of
financial data from external vendors such as Standard & Poor's Comstock, FIDES
Information Services and the processing of that information using software
licensed to the Company by third parties such as Townsend Analytics Ltd.
To the extent the Company's computer software applications, or those of its
information vendors and software licensers, are unable to operate accurately
after January 1, 2000, some degree of modification, or even possibly replacement
of such applications, may be necessary. In the event that the Company's systems
or the systems of its third party information vendors and licensers are not
materially Year 2000 compliant, the Company could experience a disruption in the
provision of its financial information and network access services.
The Company has appointed a Year 2000 Committee to assess the scope of the
Company's risks in this regard and adopt appropriate measures to bring its
applications into compliance. To date the costs associated with this project
have amounted to approximately $50,000, all of which are internal expenses.
The committee has completed the process of identifying the core processes,
internal equipment as well as external services and software licenses that may
not be Year 2000 compliant. The cost of replacing internal IT equipment and
applications known to be not Year 2000 compliant is approximately $20,000.
Internal non-IT systems employed are not critical and have been determined not
to pose significant risks.
Where external risks have been identified, the Company has sent confirmation
letters to information vendors and software licensors to ascertain their
progress in identifying and addressing problems that their own computer systems
may face in correctly processing date information related to the Year 2000. The
Company is in the process of reviewing the responses received from as well as
monitoring related ongoing developments within these parties in order to assess
further steps to be taken. Currently nothing has come to the Company's attention
that would indicate that the external risks identified would have a material
effect on the Company's operations.
In addition, and independent from Year 2000 issues but having the effect of
reducing risks related thereto, the Company has diversified the equipment and
data suppliers that it uses and has identified alternative suppliers where
needed, should failures occur.
The most likely worst case scenario for the Company would involve the loss of
data feeds from external sources. If such were to occur the Company would have
to switch to alternate data suppliers which may result in certain disruptions to
its service and potential revenue losses as a result.
8
<PAGE>
The future costs estimated to be required to resolve Year 2000 issues amount to
$20,000 of internal resources relating to a number of planned projects. The
further findings of this committee will be disclosed in due course.
No assurance can be given that any of the Company's or third party systems is or
will be Year 2000 compliant. Neither can assurance be given that the eventual
costs required to address remaining unresolved Year 2000 issues or that the
impact of the Company's failure to achieve substantial Year 2000 compliance will
not have a material adverse effect on the Company's business, financial
condition or results of operations.
Safe Harbor
This report contains various forward-looking statements that are based on the
Company's beliefs as well as assumptions made by and information currently
available to the Company. When used in this report, the words "believe,"
"expect," "anticipate," "estimate" and similar expressions are intended to
identify forward-looking statements. Such statements are subject to certain
risks, uncertainties and assumptions referred to herein, and in the Company's
1998 Annual Report on Form 10-KSB, including, without limitation, the Company's
recent commencement of commercial and marketing operations and the risks and
uncertainties concerning the market acceptance of its services and products;
technological changes; increased competition; and general economic conditions.
Should one or more of these risks or uncertainties materialize, or should
underlying assumptions prove incorrect, actual results may vary materially from
those anticipated, estimated, or projected. The Company cautions potential
investors not to place undue reliance on any such forward-looking statements,
all of which speak only as of the date made.
- --------------------------------------------------------------------------------
9
<PAGE>
PART II - Other Information
Item 1. Legal Proceedings.
Inapplicable.
Item 2. Changes in Securities and Use of Proceeds
In January 1999, the Company issued 3,783,784 shares of Series C
Preferred Stock to five parties for the total consideration of
$7,000,000. The issuance took place pursuant to Section 4(2) of the
Securities Act of 1933. In connection with the sale of 756,757 shares
of Series C Preferred Stock, the Company paid a finders' fee to a non-
affiliated party consisting of $70,000 and a warrant to purchase 37,838
common shares of the Company at an exercise price of $1.85 per share.
In March 1999, the Company issued 135,000 shares of common stock to
Townsend Analytics, Ltd. in consideration of certain distribution
rights granted to the Company. The issuance took place pursuant to
Section 4(2) of the Securities Act of 1933. There were no underwriters
involved in the issuance.
During the six months ended June 30, 1999, 62,000 shares of Series A
Preferred stock were converted into 124,000 common shares.
During the six months ended June 30, 1999, the Company issued 136,650
shares of its common stock upon the exercise of 136,650 warrants
previously issued with the Series A Preferred stock and certain stock
units. The warrants are exercisable at $3.50.
Item 3. Defaults Upon Senior Securities
Inapplicable.
Item 4. Submission of Matters to a Vote of Security Holders.
Pursuant to a written consent of the majority of the voting securities
on May 4, 1999, the Company amended its Certificate of Incorporation to
change its corporate name to FirstQuote Inc. There were 7,390,230
shares voting for the resolution, no abstentions and no votes against.
Item 5. Other Information
Inapplicable.
Item 6. Exhibits and Reports on From 8-K.
(a) Exhibits
27.1 Financial Data Schedule
(b) Reports of Form 8-K
Inapplicable.
10
<PAGE>
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
FIRSTQUOTE INC.
---------------
(Registrant)
Dated: August 13, 1999 By /s/ Neil Gibbons
-----------------------
Neil Gibbons
Chief Executive Officer
/s/ Mark Benn
-----------------------
Mark Benn
Chief Financial Officer
11
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> JUN-30-1999
<CASH> 3,951,749
<SECURITIES> 0
<RECEIVABLES> 523,020
<ALLOWANCES> 51,680
<INVENTORY> 0
<CURRENT-ASSETS> 4,644,269
<PP&E> 1,982,022
<DEPRECIATION> 975,498
<TOTAL-ASSETS> 6,046,083
<CURRENT-LIABILITIES> 1,491,130
<BONDS> 0
0
5,715
<COMMON> 6,177
<OTHER-SE> 4,452,469
<TOTAL-LIABILITY-AND-EQUITY> 6,046,083
<SALES> 644,362
<TOTAL-REVENUES> 644,362
<CGS> 0
<TOTAL-COSTS> 3,101,483
<OTHER-EXPENSES> 909,536
<LOSS-PROVISION> 40,804
<INTEREST-EXPENSE> 15,358
<INCOME-PRETAX> (3,366,656)
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (3,366,656)
<EPS-BASIC> (0.56)
<EPS-DILUTED> (0.56)
</TABLE>
