<PAGE>
QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-Q/A
_________________________________
[x] Quarterly Report Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
For the period ended June 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 0-13093
I.R.S. Employer Identification Number 36-3131704
PC QUOTE, INC.
(a Delaware Corporation)
300 S. WACKER
CHICAGO, ILLINOIS 60606
TELEPHONE (312) 913-2800
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past twelve months, (or for such
shorter period that the Company was required to file such reports), and (2) has
been subject to such filing requirements for the past 90 days. Yes X No
--- ----
State the number of shares outstanding of each of the issuers classes of common
equity, as of the latest practicable date: 12,384,245 shares of the Company's
common stock ($.001 par value) were outstanding as of October 29, 1997.
Page 1
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PC QUOTE, INC.
INDEX
PAGE
PART I. FINANCIAL INFORMATION ----
Item 1. Balance Sheets as of June 30, 1997 and
December 31, 1996 3
Statements of Operations for the six month periods
ended June 30, 1997 and 1996 4
Statements of Operations for the quarters ended
ended June 30, 1997 and 1996 5
Statements of Cash Flows for six month periods
ended June 30, 1997 and 1996 6
Notes to Financial Statements 7
Item 2. Management's Discussion and Analysis of:
Results of Operations and Financial Condition 9
Liquidity and Capital Resources 11
PART II. OTHER INFORMATION
Item 2. Changes in Securities 12
Item 6. Exhibits and Reports on Form 8-K 14
Page 2
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PC QUOTE, INC.
Balance Sheets
June 30, 1997 and December 31, 1996
<TABLE>
<CAPTION>
June 30, December 31,
1997 1996
ASSETS (Unaudited) (Audited)
-------------- --------------
<S> <C> <C>
CURRENT ASSETS:
Cash and cash equivalents $258,709 $1,321,512
Accounts receivable, net of allowance for doubtful
accounts of $300,000 (1997) and $234,000 (1996) 1,018,067 1,100,253
Income tax refunds receivable 40,000
Prepaid expenses and other current assets 167,296 185,071
-------------- --------------
Total current assets 1,444,072 2,646,836
-------------- --------------
PROPERTY AND EQUIPMENT
Satellite receiving equipment 865,454 865,454
Computer equipment 6,503,467 6,382,179
Communication equipment 2,669,721 2,656,057
Furniture and fixtures 293,240 293,240
Leasehold improvements 366,326 359,126
-------------- --------------
10,698,208 10,556,056
Less accumulated depreciation
and amortization 8,355,849 7,791,849
-------------- --------------
2,342,359 2,764,207
-------------- --------------
Software development costs, net of
accumulated amortization of
$3,966,542 (1997) and $3,600,204 (1996) 5,170,896 5,789,845
-------------- --------------
Deposits and other assets 353,263 353,182
-------------- --------------
TOTAL ASSETS $ 9,310,590 $11,554,070
-------------- --------------
-------------- --------------
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Note payable, bank, current $300,000 $300,000
Note payable, credit facility, net of deferred costs 447,830
Capital lease obligations 21,848 142,685
Accounts payable 3,802,676 1,774,390
Unearned revenue 1,238,583 995,600
Accrued expenses 1,773,421 918,918
Deferred tax liability 6,265 6,264
-------------- --------------
Total current liabilities 7,590,623 4,137,857
-------------- --------------
LONG-TERM LIABILITIES
Note payable to bank, noncurrent 950,000 1,100,000
Convertible Subordinated Debenture Bond Payable
Net of Unamortized Discount of $1,513,921 (1997)
and $1,650,000 (1996) 986,079 850,000
Unearned revenue, noncurrent 48,406 134,636
-------------- --------------
Total liabilities 9,575,108 6,222,493
-------------- --------------
STOCKHOLDERS' EQUITY
Common stock, par value $.001; 10,000,000
shares authorized: 7,365,254 (1997) and 7,355,621
(1996) shares issued and outstanding 7,365 7,356
Paid in capital 12,636,166 12,615,995
Paid in capital-Convertible Subordinated Debenture
and Warrants 2,120,000 1,650,000
Accumulated deficit (15,028,049) (8,941,774)
-------------- --------------
Total stockholders' equity (264,518) 5,331,577
-------------- --------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $9,310,590 $11,554,070
-------------- --------------
-------------- --------------
</TABLE>
The accompanying notes are an integral part of the financial statements
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PC QUOTE, INC.
STATEMENTS OF OPERATIONS
FOR THE SIX MONTHS
ENDED JUNE 30,
--------------------------------
1997 1996
(UNAUDITED) (UNAUDITED)
--------------------------------
NET REVENUES
Services $8,226,404 $8,422,311
Direct costs of services 7,326,226 4,512,274
----------- ----------
900,178 3,910,037
----------- ----------
OPERATING COSTS AND EXPENSES
Amortization of software development 831,114 493,000
Research and development 552,709 346,010
Selling and marketing 1,969,876 1,447,560
General and administrative 1,945,153 1,521,777
Restructure expense 1,146,677
------------ ----------
6,445,529 3,808,347
------------ ----------
OPERATING INCOME (LOSS) (5,545,351) 101,690
OTHER INCOME (EXPENSE)
Interest income 13,134 4,112
Interest expense (554,059) (61,161)
------------ -----------
Net income(loss) ($6,086,276) $44,641
------------ -----------
------------ -----------
NET INCOME(LOSS) PER
COMMON SHARE ------------ -----------
($0.83) $0.01
------------ -----------
------------ -----------
The accompanying notes are an integral part of the financial statements.
Page 4
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PC QUOTE, INC.
STATEMENTS OF OPERATIONS
FOR QUARTER ENDED JUNE 30,
-------------------------------
1997 1996
(UNAUDITED) (UNAUDITED)
---------------------------------
NET REVENUES
Services $4,171,337 $4,447,828
Direct costs of services 3,887,527 2,670,504
-------------- ----------
283,810 1,777,324
-------------- ----------
OPERATING COSTS AND EXPENSES
Amortization of software development 426,114 253,000
Research and development 316,013 194,284
Selling and marketing 1,138,862 728,517
General and administrative 1,054,676 826,981
Restructure expense 1,146,677
-------------- -----------
4,082,342 2,002,782
-------------- -----------
OPERATING INCOME (LOSS) (3,798,532) (225,458)
OTHER INCOME (EXPENSE)
Interest income 3,792 2,885
Interest expense (390,781) (37,562)
-------------- -----------
NET INCOME(LOSS) ($4,185,521) ($260,135)
-------------- -----------
-------------- -----------
NET INCOME(LOSS) PER -------------- -----------
COMMON SHARE ($0.57) ($0.04)
-------------- -----------
-------------- -----------
The accompanying notes are an integral part of the financial statements.
Page 5
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PC QUOTE, INC
Statements of Cash Flows
(Unaudited)
<TABLE>
<CAPTION>
For The Six Months
Ended June 30
1997 1996
----------- -------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) $(6,086,276) $44,641
----------- -------
Adjustments to reconcile net income (loss) to cash
provided by (used in) operating activities
Depreciation and amortization of property and equipment 564,000 605,720
Amortization of software development cost 831,114 493,000
Amortization of discount on convertible subordinated
debenture bond payable 136,079
Amortization of deferred debt on warrants 177,830
Writeoff of capitalized software development costs 571,647
Changes in assets and liabilities:
Accounts receivable, net of allowance 82,186 423,580
Prepaid expenses and other current assets 17,775 150,887
Deposits and other assets (81) 9,432
Accounts payable 2,028,286 (222,030)
Unearned revenue 156,753 (213,681)
Accrued expenses 854,503 90,024
Income tax refund 40,000
----------- ---------
Total adjustments 5,460,092 1,336,932
----------- ---------
Net cash provided by (used in) operating activities (626,184) 1,381,573
----------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment (142,152) (452,447)
Software development costs capitalized (783,810) (1,640,165)
---------- ---------
Net cash used in investing activities (925,962) (2,092,612)
---------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of common stock 20,180 172,705
Principal payments under capital leases obligations (120,837) (313,879)
Principal payments on note payable to banks (150,000) (50,050)
Net borrowings under line of credit-Bank 500,000
Net borrowings under credit facility, PICO 740,000
---------- ---------
Net cash provided by financing activities 489,343 308,776
---------- ---------
----------- -------
NET CHANGE IN CASH AND CASH EQUIVALENTS (1,062,803) (402,263)
CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE PERIOD 1,321,512 1,043,478
---------- ---------
CASH AND CASH EQUIVALENTS AT THE END OF THE PERIOD $258,709 $641,215
---------- ---------
---------- ---------
- ----------------------------------------------------------------------------- ---------
- ----------------------------------------------------------------------------- ---------
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Interest Paid $142,149 $61,161
Income taxes paid None None
SUPPLEMENTAL DISCLOSURE OF NON-CASH TRANSACTIONS:
Issuance of warrants $470,000 None
- ----------------------------------------------------------------------------- ---------
- ----------------------------------------------------------------------------- ---------
</TABLE>
The accompanying notes are an integral part of the financial statements.
Page 6
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PC QUOTE, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 1997
(1) BASIS OF PRESENTATION
The accompanying interim financial statements have been prepared in accordance
with generally accepted accounting principles for interim financial information
and in conjunction with the rules and regulations of the Securities and Exchange
Commission. Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principles for complete
financial statements. The interim financial statements include all adjustments
that, in the opinion of management, are necessary in order to make the financial
statements not misleading. The amounts indicated as "audited" have been
extracted from the Company's December 31, 1996 annual report. For further
information, refer to the consolidated financial statements and footnotes
included in PC Quote's annual report on Form 10-K for the year ended December
31, 1996.
Costs associated with the planning and designing phase of software development,
including coding and testing activities necessary to establish technological
feasibility of computer software products to be sold, leased or otherwise
marketed, are charged to research and development costs as incurred. Once
technological feasibility has been determined, costs incurred in the
construction phase of software development, including coding, testing and
product quality assurance, are capitalized.
Amortization is provided over an estimated life of the software products and
commences when the product is available for general release to customers.
Unamortized capitalized costs determined to be in excess of the net realizable
value of the product are expensed at the date of such determination. The
anticipated future gross revenues and remaining economic life of the products
are based on estimates which are subject to change. Accumulated amortization
and related software development costs are removed in the year following full
amortization.
(2) INCOME TAXES
At December 31, 1996, the Company had federal income tax net operating loss
carryforwards of approximately $12,059,000 for federal income tax purposes and
approximately $9,794,000 for alternative minimum tax purposes. The net
operating loss carryforwards will expire in the years 1999 to 2011.
Page 7
<PAGE>
PC QUOTE, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 1997
(3) RESTRUCTURE EXPENSE
In June 1997, the company underwent a significant management reorganization and
restructuring of operations. As a result, the company wrote off approximately
$572,000 representing the unamortized portion of previously capitalized software
development costs. The write-off relates to development efforts which new
management has decided for economic reasons not to pursue. The management
reorganization resulted in the company incurring employment termination costs of
$425,000 and $150,000 was paid to terminate a contractual arrangement related to
unprofitable operations.
(4) BORROWING FROM SHAREHOLDER
On May 5, 1997, the Company and PICO Holdings, Inc. ("Holdings") entered into a
Loan and Security Agreement (the "Loan Agreement"), under which Holdings agreed
to make a secured loan to the Company in an aggregate principal amount of up to
$1.0 million at a fixed rate equal to 14% per annum. Unless otherwise extended,
the entire principal balance and all accrued interest due under the Loan
Agreement were payable on September 30, 1997. All advances under the Loan
Agreement are secured by a pledge of substantially all of the assets of the
Company. These liens are subject to the prior lien of the Company's primary
lender, Lakeside Bank. Holdings will be paid a "facility fee" of $40,000, plus
interest at a rate equal to 14% per annum, on the maturity date of the loan
contemplated by the Loan Agreement.
Also on May 5, 1997, in consideration of the loan by Holdings to the Company,
the Company issued a Common Stock Purchase Warrant (the "Warrant") to Holdings
entitling Holdings to purchase a minimum of 640,000 shares of the Company's
Common Stock at a price per share equal to the lesser of (a) the mean of the
closing bid price per share for the 20 trading days preceding exercise of the
Warrant or (b) $1.5625 per share (the market value of the Company's Common Stock
on the date the Warrant was issued). The Warrant expires on April 30, 2000.
(5) SUBSEQUENT EVENTS
In August 1997, the Company and Holdings agreed to amend the Loan Agreement and
related documents to increase the amount of the secured loan from Holdings to
the Company from $1.0 million up to $2.0 million. In connection with the
increase of the loan amount pursuant to such amendment, the Company granted
Holdings an additional Common Stock Purchase Warrant for a minimum of 500,000
shares of the Company's Common Stock. The terms of the additional warrant are
substantially the same as those contained in the Warrant, except that the
conversion price is the lesser of (a) $2.00 per share or (b) the mean of the
closing bid price per share for the 20 trading days preceding exercise of the
additional warrant.
On September 22, 1997 the Company and Holdings executed a second amendment to
the Loan Agreement to further increase the amount of the secured loan from
Holdings to the Company from $2.0 million to $2.25 million. The terms of the
Loan Agreement otherwise remained substantially the same, except that the
maturity date was extended to December 31, 1997. In consideration of the
amendment to the Loan Agreement, the Company granted Holdings another Common
Stock Purchase Warrant for up to 129,032 shares of Common Stock. The term of
such warrant are substantially the same as contained in the Warrant, except that
the conversion price s the lesser of (a) $1.9375 per share or (b) the mean of
the closing bid price per share for the 20 trading days preceding exercise of
this warrant
Page 8
<PAGE>
ITEM 2
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
RESULTS OF OPERATIONS AND FINANCIAL CONDITION
INTRODUCTION
The statements made herein that are not historical facts may contain
forward-looking information that involve substantial risks and uncertainties.
The Company's actual results, performance or achievements could differ
materially from the results, performance or achievements expressed in, or
implied by, these forward-looking statements. Among the factors that could
cause or contribute to such differences include the Company's ability to
(i) obtain adequate financing to fund its current and future business
strategies, (ii) refinance, extend or pay the up to $2 million loan from PICO
Holdings on or before September 30, 1997, (iii) attract and retain its key
employees, (iv) compete successfully against competitive products and services
and (v) the effect of economic and business conditions generally.
RESULTS OF OPERATIONS:
FOR THE SIX MONTHS AND QUARTER ENDED JUNE 30, 1997
Service revenue for the six months and quarter ended June 30,1997 decreased
2% and 6%, respectively, from the same periods of 1996. The decrease is due
to the loss of two major customers in the Company's traditional direct data
feed business. The lost revenue, $3.4 million and $1.4 million for the six
months and quarter respectively, was substantially offset by increases in
service revenue in the Company's traditional and internet businesses, as well
as revenue from the sale of advertising on the internet.
Direct costs of services increased 62% and 46% for the six months and
quarters ended June 30, 1997, respectively, over the same periods in 1996.
Principal components of these increases were royalties, leased equipment,
communication costs, and compensation directly attributable to internet
operations and sales of PCW6.0, as well as maintenance of and enhancements to
the Company's traditional direct data feed systems.
Page 9
<PAGE>
Amortization of software development for the six months and quarter ended
June 30, 1997 increased 69% and 68%, respectively, from the same periods of
the prior year, reflecting the investment in internet and direct data feed
products and delivery mechanisms
Similarly, research and development costs increased 60% and 63%,
respectively, for the six months and quarter ended June 30, 1997 as compared
to the same periods in 1996. The increase was due to additional charges for
equipment leased to upgrade systems' design and testing equipment, in
addition to costs of maintaining and enhancing previously developed products
and services.
Selling and marketing costs increased 36% and 56%, respectively, for the six
months and quarter ended June 30, 1997 over the same periods in 1996. The
increase was mainly due to commissions.
General and administrative expenses increased 28% for both the six months and
the quarter ended June 30, 1997 from the same periods in 1996. The main
increases were principally due to increases in the provision for doubtful
accounts and an increase in professional fees.
In June 1997, the Company underwent a significant management reorganization
and restructuring of operations. As a result, the Company wrote off
approximately $572,000 of unamortized software development costs for
previously capitalized software projects that were discontinued. The
management reorganization resulted in the Company incurring termination costs
of $425,000 and $150,000 was paid to terminate a contractual arrangement
related to unprofitable operations.
Interest expense increased 806% and 940%, respectively, for the six months
and quarter ended June 30. 1997 over the same periods in 1996. This reflects
the increase in the term loan amount outstanding and the $2.5 million
convertible debenture issued in December 1996. Also included is amortization
of an aggregate of $470,000 beginning in May and ending September 30, 1997
for warrants issued in connection with a May 1997 financing arrangement in
addition to interest on financing arrangement borrowings. See Part II for
additional information with respect to the debenture and financing arrangement.
Page 10
<PAGE>
ITEM 2
MANAGEMENT'S DISCUSSIONS AND ANALYSIS OF
RESULTS OF OPERATIONS AND FINANCIAL CONDITION (CONTINUED)
LIQUIDITY AND CAPITAL RESOURCES:
FOR THE SIX MONTHS AND QUARTER ENDED JUNE 30, 1997
Net cash declined by 80% for the six months ended June 30, 1997 as compared
to 39% for the six months ended June 30, 1996. New equipment and capitalized
software costs were 56% lower than last year. New direct borrowings of
$740,000 from the May 1997 loan facility with PICO Holdings, discussed below,
were also incurred. Agreements were reached with various vendors to extend
payments under negotiated payment plans.
The Company's $1.0 million line of credit with Lakeside Bank expired in
February 1997. The Company is experiencing working capital constraints which
has placed limitations on management's flexibility. To lessen such
constraints, on May 5, 1997 the Company entered into a loan and security
agreement with its principal shareholder, PICO Holdings ("PICO"), to provide
working capital loans of up to $1.0 million. In connection with the
extension by PICO of such $1.0 million facility, the Company and PICO
restructured the terms of its $2.5 million subordinated convertible debenture
("Debenture") and agreed to postpone the previously contemplated rights
offering to a time, and upon such terms, as PICO and the Company shall agree.
Additionally, in August 1997, the Company and PICO amended the loan and
security agreement increasing the facility by $1.0 million to $2.0 million.
See Part II of this report for additional information regarding the loan
facility and debenture. All borrowings on the facility, plus accrued
interest, are due on September 30, 1997. The Company will enter into
discussions with PICO to extend the due date if it is unable to obtain
alternative sources of capital with which to repay the amounts due.
The Company believes general inflation does not materially impact its sales
and operating results nor is it expected that the effect of existing tax
reform will significantly affect the Company's future position, liquidity or
operating results.
Page 11
<PAGE>
PART II
ITEM 2. CHANGES IN SECURITIES
On November 14, 1996, the Company entered into an agreement (the "Debenture
Agreement") with the Physicians Insurance Company of Ohio, ("PICO"), which then
owned approximately 30% of the Company's outstanding shares of common stock.
Pursuant to the Debenture Agreement, PICO invested $2.5 million in the Company
in exchange for a Subordinated Convertible Debenture (the "Debenture") in the
principal amount of $2.5 million with interest at 1% over prime. PICO made the
investment and the Debenture was issued on December 2, 1996. The Debenture was
to mature on December 31, 2001 and is convertible at any time by PICO into 1.25
million shares of common stock of the Company (subject to adjustment in certain
cases).
On May 5, 1997, the Company and PICO entered into a Loan and Security Agreement
(the "Loan Agreement"), under which PICO agreed to make a secured loan to the
Company in an aggregate principal amount of up to $1.0 million at a fixed rate
equal to 14% per annum. Unless otherwise extended, the entire principal balance
and all accrued interest due under the Loan Agreement are payable on September
30, 1997. All advances under the loan agreement are secured by a pledge of
substantially all of the assets of the Company. These liens are subject to the
prior lien of the Company's primary lender, Lakeside Bank. PICO will be paid a
"facility fee" of $40,000, plus interest at a rate equal to 14% per annum, on
the maturity date of the loan contemplated by the Loan Agreement.
In connection with the Loan Agreement, the Company and PICO entered into a
First Amendment to the Debenture and Debenture Agreement (the "Debenture
Amendment"), pursuant to which the terms of the Debenture were restructured
as follows: (a) the maturity date of the Debenture is now April 30, 1999
instead of December 31, 2001; (b) the Debenture may not be prepaid or
redeemed without the consent of PICO; (c) the conversion rate on the
Debenture has been changed from $2.00 per share to the lower of (i) the mean
of the closing bid price per share for the 20 trading days preceding exercise
of the Debenture or (ii) $1.5625 per share (the market price of the Company's
common stock on the date of the Debenture Amendment); (d) certain negative
covenants were added to the Debenture Agreement; and (e) the rights offering
contemplated by the Debenture Agreement will be at such time and at a price
as PICO and the Company shall agree. Interest under the Debenture will
continue to be payable in cash or, at the option of PICO, in shares of the
Company's common stock at the market value of such shares at the time of
payment.
Also on May 5, 1997, in consideration of the loan by PICO to the Company, the
Company issued a Common Stock Purchase Warrant (the "Warrant") to PICO entitling
PICO to purchase a minimum of 640,000 shares of the Company's common stock at a
price per share (the "Warrant Price") equal to the lesser of (a) the mean of the
closing bid price per share for the 20 trading days preceding exercise of the
Warrant or (b) $1.5625 per share (the market value of the Company's common stock
on the date the Warrant was issued). The Warrant expires on April 30, 2000. In
lieu of exercising the Warrant for cash, PICO may elect to receive shares of the
Page 12
<PAGE>
Company's common stock equal to the "value" of the Warrant determined in
accordance with a formula specified in the Warrant (the "Conversion Value").
The number of shares of the Company's common stock subject to the Warrant and
the Warrant Price will be adjusted to reflect stock dividends; reclassifications
or changes of outstanding securities of the Company; any consolidation, merger
or reorganization of the Company; stock splits; issuances of rights, options or
warrants to all holders of shares of the Company's common stock exercisable at
less than the current market price per share; and other distributions to all
holders of shares of the Company's common stock. In the event of any sale,
license or other disposition of all or substantially all of the assets of the
Company or any reorganization, consolidation or merger involving the Company in
which the holders of the Company's securities before the transaction
beneficially own less than 50% of the outstanding voting securities of the
surviving entity (an "Acquisition"), if the successor entity does not assume the
obligations of the Warrant and PICO has not fully exercised the Warrant, the
unexercised portion of the Warrant will be deemed automatically converted into
shares of the Company's common stock at the Conversion Value. Alternatively,
PICO may elect to cause the Company to purchase the exercised portion of the
Warrant for cash upon the closing of any Acquisition for an amount equal to (a)
the fair market value of any consideration that would have been received had
PICO exercised the unexercised portion of the Warrant immediately before the
record date for determining stockholders entitled to particpate in the proceeds
of the Acquisition, less (b) the aggregate Warrant Price. The Warrant also
provides for certain piggyback registration rights and a one-time demand
registration right.
In August 1997, the Company and PICO agreed to amend the Loan Agreement and
related documents to increase the amount of the secured loan from PICO to the
Company from $1.0 million up to $2.0 million. The terms of the Loan
Agreement otherwise remained substantially the same, except that the
"facility fee" of $40,000 was eliminated for new advances. In connection
with the increase of the loan amount pursuant to such amendment, the Company
granted PICO an additional Common Stock Purchase Warrant for a minimum of
500,000 shares of the Company's common stock. The Warrant terms are
substantially the same as those contained in the May 1997 Warrant, except
that the conversion price is the lesser of (a) $2.00 per share or (b) the
mean of the closing bid price per share for the 20 trading days preceding
exercise of the additional Warrant. The additional Warrant also provides for
certain piggyback registration rights and a one-time demand registration
right.
Page 13
<PAGE>
Item 6. Exhibits and Reports on Form 8-K
a. The following Exhibits are filed herein:
Exhibit 10.1*
Form of Loan and Security Agreement dated as of May 5, 1997
between the Company and PICO Holdings, Inc.
Exhibit 10.2*
Form of First Amendment to Convertible Subordinated Debenture
and Debenture Agreement
Exhibit 10.3*
Form of Common Stock Purchase Warrant for 640,000 shares of the
Company's Common Stock Issued to PICO Holdings, Inc.
Exhibit 10.4*
Form of Promissory Note Made by the Company to the order of
PICO Holdings, Inc.
Exhibit 10.5*
Form of Amendment to Loan and Security Agreement
Exhibit 10.6*
Form of Common Stock Purchase Warrant for 500,000 shares of the
Company's Common Stock
Exhibit 27*
Financial Data Schedule
b. No reports on Form 8-K were filed by the Company during the quarter
ended June 30, 1997.
* Previously filed
SIGNATURES
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.
PC Quote, INC.
/s/ John E. Juska
- ---------------- -----------------------------
October 30, 1997 By: John E. Juska
Chief Financial Officer
