<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
_________________________________
[x] Quarterly Report Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
For the period ended March 31, 1998
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: 12,502,164 shares of the Company's
common stock ($.001 par value) were outstanding as of May 9, 1998.
Page 1
<PAGE>
PC QUOTE, INC.
INDEX
PAGE
PART I. Financial Information
Item 1. Balance Sheets as of March 31, 1998 and
December 31, 1997 3
Statements of Operations for the three month periods
ended March 31, 1998 and 1997 4
Statements of Cash Flows for three month periods
ended March 31, 1998 and 1997 5
Notes to Financial Statements 6
Item 2. Management's Discussion and Analysis of:
Results of Operations and Financial Condition 11
Liquidity and Capital Resources 12
PART II. Other Information
Item 2. Changes in Securities 14
Item 6. Exhibits and Reports on Form 8-K 15
Company's Signature Page 16
Page 2
<PAGE>
<TABLE>
<CAPTION>
PC QUOTE, INC.
BALANCE SHEETS
MARCH 31, 1998 AND DECEMBER 31, 1997
MARCH 31, DECEMBER 31,
1998 1997
ASSETS (UNAUDITED) (AUDITED)
----------- ------------
<S> <C> <C>
CURRENT ASSETS
Cash and cash equivalents $363,820 $1,113,130
Accounts receivable, net of allowance for doubtful
accounts of: 1998: $450,000; 1997: $346,000 1,556,897 1,435,450
Prepaid expenses and other current assets 58,973 61,981
----------- ------------
TOTAL CURRENT ASSETS 1,979,690 2,610,561
----------- ------------
PROPERTY AND EQUIPMENT
Satellite receiving equipment 900,396 895,126
Computer equipment 7,381,616 7,266,576
Communication equipment 2,830,688 2,716,415
Furniture and fixtures 314,208 293,240
Leasehold improvements 366,325 366,325
----------- ------------
11,793,233 11,537,682
Less accumulated depreciation
and amortization 9,323,955 9,035,571
----------- ------------
2,469,278 2,502,111
----------- ------------
OTHER ASSETS
Software development costs, net of
accumulated amortization of: 1998: $5,565,080;
1997: $5,045,080 5,140,350 5,126,473
----------- ------------
Deposits and other assets 276,207 297,303
----------- ------------
TOTAL ASSETS $ 9,865,525 $10,536,448
----------- ------------
----------- ------------
March 31, December 31,
1998 1997
LIABILITIES AND STOCKHOLDERS' EQUITY (Unaudited) (Audited)
----------- ------------
CURRENT LIABILITIES
Note payable, bank, current $300,000 $300,000
Note payable, credit facility 2,250,000 $2,250,000
Accounts payable 3,241,356 2,834,460
Accrued expenses 928,940 604,916
Accrued compensation 444,469 618,289
Accrued interest 525,865 388,253
Income taxes payable 5,192 5,192
Unearned revenue, current 964,344 635,275
----------- ------------
TOTAL CURRENT LIABILITIES 8,660,166 7,636,385
LONG-TERM LIABILITIES
Note payable, bank, noncurrent 724,634 799,634
Convertible subordinated debenture bond payable
net of unamortized discount of: 1998: $892,946
1997: $1,096,402 1,607,054 1,403,598
Unearned revenue, noncurrent 496,291 442,953
Accrued expenses, noncurrent 180,941 187,549
----------- ------------
Total long-term liabilities 3,008,920 2,833,734
----------- ------------
TOTAL LIABILITIES 11,669,086 10,470,119
----------- ------------
STOCKHOLDERS' EQUITY
Common stock, par value $.001; 50,000,000
shares authorized: 1998: 12,502,164 and
1997: 12,436,800 shares issued and outstanding 12,502 12,437
Additional paid-in capital 17,398,124 17,386,591
Additional paid-in capital-convertible subordinated
debenture and warrants 2,750,491 2,750,491
Accumulated deficit (21,964,678) (20,083,190)
----------- ------------
TOTAL STOCKHOLDERS' EQUITY (1,803,561) 66,329
----------- ------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 9,865,525 $ 10,536,448
----------- ------------
----------- ------------
</TABLE>
The accompanying notes are an integral part of these financial statements
Page 3
<PAGE>
<TABLE>
<CAPTION>
PC QUOTE, INC.
STATEMENTS OF OPERATIONS
FOR THE THREE MONTHS ENDED MARCH 31,
1998 1997
(UNAUDITED) (UNAUDITED)
----------- ------------
<S> <C> <C>
REVENUE
Satellite and terrestrial services $3,020,247 $3,118,307
Internet products and services 1,964,947 936,760
----------- ------------
TOTAL REVENUE 4,985,194 4,055,067
----------- ------------
OPERATING EXPENSES
Operations and customer service 2,147,979 2,246,083
License and exchange fees 1,373,096 892,464
Sales 1,102,116 666,148
Depreciation and amortization 808,384 687,000
General and administrative 726,642 936,687
Product and market development 352,088 373,504
----------- ------------
TOTAL OPERATING EXPENSES 6,510,305 5,801,886
----------- ------------
LOSS FROM OPERATIONS (1,525,111) (1,746,819)
OTHER INCOME (EXPENSE)
Interest income 7,662 9,342
Interest expense (364,039) (163,278)
----------- ------------
NET LOSS ($1,881,488) ($1,900,755)
----------- ------------
----------- ------------
NET BASIC AND DILUTIVE LOSS PER COMMON SHARE ($0.15) ($0.26)
----------- ------------
----------- ------------
</TABLE>
The accompanying notes are an integral part of these financial statements.
Page 4
<PAGE>
<TABLE>
<CAPTION>
PC QUOTE, INC
STATEMENTS OF CASH FLOWS
(UNAUDITED)
FOR THE THREE MONTHS
ENDED MARCH 31,
1998 1997
------------ ------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss ($1,881,488) ($1,900,755)
Adjustments to reconcile net loss to net cash
provided by operating activities
Depreciation and amortization of property and equipment 288,384 282,000
Amortization of software development costs 520,000 405,000
Amortization of discount on convertible subordinated
debenture bond payable 203,456 68,250
Changes in assets and liabilities:
Accounts receivable, net of allowance (121,447) 158,006
Prepaid expenses and other current assets 3,008 30,615
Deposits and other assets 21,096 (51,755)
Accounts payable 406,896 1,240,731
Unearned revenue 382,407 11,781
Accrued expenses 281,208 (73,720)
------------ ------------
Net cash provided by operating activities 103,520 170,153
------------ ------------
CASH FLOWS FROM INVESTING ACTIVTIES:
Purchase of property and equipment (255,551) (117,100)
Software development costs capitalized (533,877) (596,667)
------------ ------------
Net cash used in investing activities (789,428) (713,767)
------------ ------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of common stock 3,000,547 20,180
Repurchase of common stock (2,988,949) --
Principal payments under capital leases obligations -- (70,954)
Principal payments on note payable to banks (75,000) (75,000)
------------ ------------
Net cash used in financing activities (63,402) (125,774)
------------ ------------
NET CHANGE IN CASH AND CASH EQUIVALENTS (749,310) (669,388)
CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE PERIOD 1,113,130 1,321,512
------------ ------------
CASH AND CASH EQUIVALENTS AT THE END OF THE PERIOD $363,820 $652,124
------------ ------------
------------ ------------
====================================================================================================
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Interest paid $22,970 $37,218
Income taxes paid None None
====================================================================================================
</TABLE>
The accompanying notes are an integral part of these financial
statements.
Page 5
<PAGE>
PC QUOTE, INC.
NOTES TO FINANCIAL STATEMENTS
(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, 1997 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, 1997.
SOFTWARE DEVELOPMENT COSTS: 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 product 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 commences at the time of capitalization or, in the case of a new
product or service offering, at the time the new product or service becomes
available for use. 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 accumulated amortization and related software development
costs are removed from the respective accounts effective in the year following
full amortization.
PC Quote, Inc.'s policy is to amortize capitalized software costs by the
greater of (a) the ratio that current gross revenue for a product bears to the
total of current and anticipated future gross revenue for that product or (b)
the straight line method over the remaining estimated economic life of the
product including the period being reported on, principally three to five
years. The Company assesses the recoverability of its software development
costs against estimated future undiscounted cash flows. Given the highly
competitive environment and technological changes it is reasonably possible
that those estimates of anticipated future gross revenue, the remaining
estimated economic life of the product, or both may be reduced significantly.
FINANCIAL INSTRUMENTS: The Company has no financial instruments for which the
carrying value materially differs from fair value.
INCOME TAXES: Deferred taxes are provided on a liability method whereby
deferred tax assets are recognized for deductible temporary differences and
operating loss and tax credit carryforwards and deferred tax liabilities are
recognized for taxable temporary differences. Temporary differences are the
differences between the reported amounts of assets and liabilities and their
tax bases. Deferred tax assets are reduced by a valuation allowance when, in
the opinion of management, it is more likely than not that some portion or all
of the deferred tax assets will not be realized. Deferred tax assets and
liabilities are adjusted for the effects of changes in tax laws and rates on
the date of enactment.
Page 6
<PAGE>
PC QUOTE, INC.
NOTES TO FINANCIAL STATEMENTS
REVENUE RECOGNITION: Revenue from service contracts is recognized as the
contracted services are rendered. The Company bills for services one month in
advance; billings are due within 30 days. The unearned revenue has been
reflected net of the related receivable on the balance sheet. Customers'
deposits or prepayments are classified as unearned revenue. Customers' deposits
on contracts greater than one year are classified as long-term unearned
revenue.
(2) RECLASSIFICATIONS
The statement of operations has been modified to enhance information to the
shareholder. The 1997 statement of operations has been reclassified to
conform with the 1998 presentation.
(3) INCOME TAXES
At December 31, 1997, the Company had federal income tax net operating loss
carryforwards of approximately $23,183,315 for federal income tax purposes and
approximately $20,387,000 for alternative minimum tax purposes. The future
utilization of these net operating losses will be limited due to changes in
Company ownership. The net operating loss carryforwards will expire, if not
previously utilized, in the years 1999 to 2012.
(4) FINANCING AND RELATED PARTY TRANSACTIONS
On November 14, 1996, the Company entered into an agreement (the "Debenture
Agreement") with 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. Interest is
payable semiannually, beginning January 1, 1998. PICO made the investment and
the Debenture was issued on December 2, 1996. The Debenture was to mature on
December 31, 2001 and was 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 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 was also entitled to be paid a "facility fee"
of $40,000 on the maturity date of the loan contemplated by the Loan Agreement.
Page 7
<PAGE>
PC QUOTE, INC.
NOTES TO FINANCIAL STATEMENTS
In connection with the Loan Agreement, the Company and PICO entered into a
First Amendment to the Debenture (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 was 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 as
determined by the Company and at a price as determined by PICO. 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 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 (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, Holdings
may elect to receive shares of the 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
Holdings 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, Holdings 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 Holdings exercised
the unexercised portion of the Warrant immediately before the record date for
determining stockholders entitled to participate 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.
Page 8
<PAGE>
PC QUOTE, INC.
NOTES TO FINANCIAL STATEMENTS
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. 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
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. The additional warrant also provides for certain piggyback
registration rights and a one-time demand registration right.
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 terms of
such warrant are substantially the same as contained in the Warrant, except
that the conversion price is 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. This warrant also provides for certain piggyback
registration rights and a one-time demand registration right.
On December 30, 1997, February 5, 1998, and March 10, 1998 the Company and
Holdings executed the third, fourth, and fifth amendments to the Loan
Agreement, respectively, extending the due date for borrowings by the Company,
plus accrued interest, to January 31, 1998, February 28, 1998 and April 30,
1998, respectively. No further warrants were issued in connection with the
third, fourth or fifth amendments to the loan agreement.
In October 1997 Imprimis Investors LLC and Wexford Spectrum Investors LLC
(collectively, the "Wexford Affiliates") purchased five million shares of
Common Stock and warrants to purchase five hundred thousand shares of Common
Stock at an exercise price of $2.00 per share, exercisable at any time prior to
October 15, 2002 (the "Initial Warrants"), in exchange for $5.0 million.
The Wexford Affiliates acquired the Common Stock and the Warrants for
investment purposes pursuant to a certain Stock and Warrant Purchase Agreement
dated October 15, 1997, between PC Quote and the Wexford Affiliates (the
"Purchase Agreement"). Up to four million of the shares of Common Stock
purchased by the Wexford Affiliates were subject to repurchase by PC Quote at a
purchase price of $1.00 per share pursuant to the terms of the Purchase
Agreement (the "Repurchase"). Pursuant to the terms of the Purchase Agreement,
PC Quote was required to use its best efforts to consummate the Repurchase from
the proceeds of a rights offering. In the event that the rights offering was
not completed on or prior to January 24, 1998, the Wexford Affiliates would
have been entitled to receive, out of escrow, warrants to purchase an
additional 250,000 shares of Common Stock with the same terms as the Initial
Warrants and, in the event the Rights Offering was not completed on or prior to
February 28, 1998, the Wexford Affiliates would have been entitled to receive,
out of escrow, warrants to purchase an additional 250,000 shares of Common
Stock with the same terms as the Initial Warrants (together the "Additional
Warrants").
Page 9
<PAGE>
PC QUOTE, INC.
NOTES TO FINANCIAL STATEMENTS
On October 31, 1997 the Company filed a Form S-2 Registration Statement with
the Securities and Exchange Commission in contemplation of the rights offering.
The Registration Statement was amended on November 20, 1997 and became
effective on November 21, 1997. The Company distributed 7,402,246 transferable
subscription rights to shareholders of record as of the close of business on
November 21, 1997, entitling them to purchase one additional share of Common
Stock for each right at a price of $1.00 per share.
On January 23, 1998, the Company completed the rights offering. The Company
received approximately $3.0 million in gross proceeds from the sale of shares
underlying exercised rights. Pursuant to the Purchase Agreement, the entire
proceeds were used to fulfill the Company's obligation to repurchase shares
from the Wexford Affiliates, and the Additional Warrants reverted back to the
Company.
(5) SUBSEQUENT EVENTS
The Company's Loan Agreement with PICO Holdings, Inc. was amended on May 5,
1998 extending the due date for borrowings by the Company, plus accrued
interest, from April 30, 1998 to May 31, 1998.
Page 10
<PAGE>
PART I. ITEM 2
Management's Discussion and Analysis of
Results of Operations and Financial Condition
INTRODUCTION - SAFE HARBOR DISCLOSURE
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 are those set forth in the Company's
filings with the Securities and Exchange Commission and include the Company's
ability to (i) obtain adequate financing to continue as a going-concern and
fund its current and future business strategies, (ii) attract and retain its
key employees, (iii) compete successfully against competitive products and
services, (iv) maintain its relationships with key suppliers and providers of
market data, (v) pay, refinance, or extend the up to $2.25 million loan from
PICO Holdings, Inc. on or before May 31, 1998, and (vi) the effect of
economic and business conditions generally.
RESULTS OF OPERATIONS:
FOR THE THREE MONTHS AND QUARTER ENDED MARCH 31, 1998
Total revenue increased 22.9% to $4,985,000 for the quarter ended March 31,
1998, as compared to $4,055,000 for the same period in 1997. The increase is
the result of continued growth in the Company's Internet product and service
offerings, which accounted for $1,965,000, or 39.4%, of total revenue for the
period, a 110% increase over the first quarter of 1997. Satellite and
Terrestrial Service revenue decreased $98,000 to $3,020,000 for the period, a
3.1% decline versus $3,118,000 for the prior year period. The decrease is due
to the discontinuation of i) service to Global Financial Services, (formerly
Bridge Information Systems), ii) an unprofitable product offering, Priceware,
in June of 1997, and iii) the Company's 19.2 and 56 kbs (kilobits per second)
transmission services. Many of the customers who had used the 19.2 and 56 kbs
services upgraded to the Company's faster 112 kbs transmission, while others
migrated to the Company's PCW 6.0 on the Internet product.
Total Operating Expenses increased 12.2% to $6,510,000 for the first quarter of
1998 from $5,802,000 for the comparable 1997 period. Increases in License and
Exchange Fees, Sales expenses, and non-cash charges for Depreciation and
Amortization were offset to a degree by decreases in Operations and Customer
Services, General and Administrative, and Product and Market Development costs.
Costs of Operations and Customer Service declined $98,000, or 4.4%, to
$2,148,000 for the first three months of 1998 from $2,246,000 for the same
period in 1997. The decline reflects savings from the expiration and
elimination of certain satellite leases, in addition to communication cost
savings from the elimination of 19.2 and 56 kbs service during 1997.
These savings were partially offset by increases in Internet access and service
provider costs and the cost of additional personnel required to service and
support the Company's subscriber growth.
License and Exchange Fees increased 53.9% to $1,373,000 in 1998 from $892,000
for the comparable three month period in 1997. The increase is a result of
the growth in revenue and subscribers.
Page 11
<PAGE>
PART I. ITEM 2
Management's Discussion and Analysis of
Results of Operations and Financial Condition
Sales expenses were $1,102,000 for the first quarter of 1998, $436,000, or
65.4%, greater than the first quarter of 1997. The increase is due to
compensation costs for additional sales personnel hired in December 1997 and
January 1998, higher total commission payments directly attributable to
increased sales, and a significant increase in advertising expenses.
Depreciation and Amortization for the quarter ended March 31, 1998 increased
17.7% over the prior year period from $687,000 to $808,000. The increase
reflects the Company's decision to amortize and depreciate new capitalized
software projects and computer equipment purchases over a three versus five
year period, in addition to the commencement of amortization of previously
capitalized software costs related to the planned release of new product and
service offerings in 1998.
General and Administrative expenses decreased $210,000, or 22.4%, to $727,000
for the period versus the first three months of 1997. The decrease is
attributable to reductions in i) compensation costs, as a result of the
management restructuring that occurred in June of last year, ii) professional
fees due to lower utilization of outside assistance, and iii) bad debt
expense, as a result of increased collection efforts.
Product and Market Development expenses were essentially unchanged for the year
to year periods.
Interest expense increased 123% to $364,000 for the three months ended March
31, 1998, versus $163,000 for the same period in 1997. The increase reflects
the interest payable for borrowings on the credit facility, which was
established in May 1997 and increased in August 1997 and September 1997.
LIQUIDITY AND CAPITAL RESOURCES:
FOR THE THREE MONTHS AND QUARTER ENDED MARCH 31, 1998
Net cash and cash equivalents declined $749,000 from year-end 1997 to
$364,000 at the end of the first quarter of 1998. Expenditures for new
equipment were $256,000, $138,000 or 118% higher for the first three months
of 1998 versus 1997 as operating cash was used to effect new purchases.
Capitalized software costs of $534,000 were $63,000, or 11%, lower for the
quarter ended March 31, 1998, compared to the same period for 1997, as the
Company decreased its overhead allocation to capitalizable projects. There
were no new direct borrowings during the period, and the Company repaid
$75,000 of the principal balance on the bank term loan. The Company received
approximately $3.0 million in net proceeds from the sale of shares of Common
Stock underlying rights exercised pursuant to its rights offering and the
sale of shares of Common Stock to employees, who purchased shares pursuant to
the Company's Employee Stock Purchase Plan. The Company repurchased 2,988,949
shares of its Common Stock, at one dollar per share, from Imprimis Investors
LLC and Wexford Spectrum Investors LLC (collectively, the "Wexford
Affiliates"), fulfilling its obligation under its October 1997 Stock and
Warrant Purchase Agreement with the Wexford Affiliates. Agreements were
reached with various vendors to extend payments under negotiated payment
plans.
Page 12
<PAGE>
PART I. ITEM 2
Management's Discussion and Analysis of
Results of Operations and Financial Condition
Due to the decline in cash flow to levels expected to be insufficient for
working capital, capital expenditures, and debt services, the Company is
exploring multiple alternatives, which may be available to the Company, with
the purpose of raising capital to fund operations and enhancing shareholder
value. Such alternatives include refinancing existing debt, a merger, a spin-
off or sale of part of the Company's business, a strategic relationship or
joint venture with another technology or financial service firm or other
financing to further fund the Company's business. Any capital raised may be
costly to the Company and/or dilutive to stockholders. There can be no
assurances, however, that the Company will be successful in concluding a
transaction, or that if a transaction is concluded that such transaction will
result in alleviating the Company's present financial situation. If the Company
is not able to secure additional capital, the lack of funds may significantly
limit the Company's ability to realize value from its assets and its product
offerings, and its ability to continue its business as currently conducted.
Page 13
<PAGE>
PART II. OTHER INFORMATION
ITEM 2. CHANGES IN SECURITIES
In October 1997 Imprimis Investors LLC and Wexford Spectrum Investors LLC
(collectively, the "Wexford Affiliates") purchased five million shares of
Common Stock and warrants to purchase five hundred thousand shares of Common
Stock at an exercise price of $2.00 per share, exercisable at any time prior to
October 15, 2002 (the "Initial Warrants"), in exchange for $5.0 million.
The Wexford Affiliates acquired the Common Stock and the Warrants for
investment purposes pursuant to a certain Stock and Warrant Purchase Agreement
dated October 15, 1997, between PC Quote and the Wexford Affiliates (the
"Purchase Agreement"). Up to four million of the shares of Common Stock
purchased by the Wexford Affiliates were subject to repurchase by PC Quote at a
purchase price of $1.00 per share pursuant to the terms of the Purchase
Agreement (the "Repurchase"). Pursuant to the terms of the Purchase Agreement,
PC Quote was required to use its best efforts to consummate the Repurchase from
the proceeds of a rights offering. In the event that the rights offering was
not completed on or prior to January 24, 1998, the Wexford Affiliates would
have been entitled to receive, out of escrow, warrants to purchase an
additional 250,000 shares of Common Stock with the same terms as the Initial
Warrants and, in the event the Rights Offering was not completed on or prior to
February 28, 1998, the Wexford Affiliates would have been entitled to receive,
out of escrow, warrants to purchase an additional 250,000 shares of Common
Stock with the same terms as the Initial Warrants (together the "Additional
Warrants").
On October 31, 1997 the Company filed a Form S-2 Registration Statement with
the Securities and Exchange Commission in contemplation of the rights offering.
The Registration Statement was amended on November 20, 1997 and became
effective on November 21, 1997. The Company distributed 7,402,246 transferable
subscription rights to shareholders of record as of the close of business on
November 21, 1997, entitling them to purchase one additional share of Common
Stock for each right at a price of $1.00 per share.
On January 23, 1998 the Company completed the rights offering and issued
2,988,953 shares of Common Stock underlying rights exercised pursuant to the
rights offering. The Company repurchased 2,988,949 shares of its Common Stock,
at one dollar per share, from Imprimis Investors LLC and Wexford Spectrum
Investors LLC (collectively, the "Wexford Affiliates"), fulfilling its
obligation under the Purchase Agreement, and the Additional Warrants reverted
back to the Company.
The Company issued 65,360 shares of its Common Stock to employees, who
purchased the shares pursuant to the Company's Employee Stock Purchase Plan.
Page 14
<PAGE>
Part II. OTHER INFORMATION
ITEM 6. EXHIBITS and REPORTS on FORM 8-K
(a) FINANCIAL STATEMENTS
The financial statements of the Company are filed herewith in Item 1 of this
report.
(b) REPORTS ON FORM 8-K
No Reports on Form 8-K were filed by the Company during the first quarter of
the period covered by this report.
(c) EXHIBITS
4(a) Form of First Amendment to the Amendment of the Convertible Subordinated
Debenture Agreement, dated as of March 30, 1998, located at the end of this
Report.
4(b) Form of Sixth Amendment to Loan and Security Agreement dated as of May 5,
1998 between the Company and PICO Holdings, Inc., located at the end of this
Report.
4(c) Form of Amendment No. 2 to the Amendment of the Convertible Subordinated
Debenture Agreement, dated as of May 11, 1998, located at the end of this
Report.
27. Financial Data Schedule
Page 15
<PAGE>
SIGNATURES
Pursuant to the requirements of the Exchange Act of 1934, the Company caused
this report to be signed on its behalf by the undersigned, there unto duly
authorized.
PC QUOTE, INC.
Date: May 12, 1998
By: /s/ Jim R. Porter
----------------------------------------
Jim R. Porter
Chairman and Chief Executive Officer
By: /s/ John E. Juska
-----------------------------------------
John E. Juska
Chief Financial Officer
Page 16
<PAGE>
EXHIBIT 4(a)
AMENDMENT TO FIRST AMENDMENT
TO CONVERTIBLE SUBORDINATED
DEBENTURE DUE 2001
AND DEBENTURE AGREEMENT
PC QUOTE, INC., a corporation duly organized and existing under the laws of
Delaware (the "Company"), and PHYSICIANS INSURANCE COMPANY OF OHIO, a
corporation duly organized and existing under the laws of Ohio ("PICO"), for
value received, hereby amend and modify that certain First Amendment to
Convertible Subordinated Debenture Due 2001 and Debenture Agreement dated May 5,
1997 (the "First Amendment") as follows:
1. Revised Section 5.4 is to read as follows:
5.4 QUICK RATIO. The Company shall maintain, as of the last day of each
calendar month, a ratio of Quick Assets to Current Liabilities of at least
.1 to 1.0. From and after April 30, 1998, the Company shall maintain, as
of the last day of each calendar month, a ratio of Quick Assets to Current
Liabilities of at least 1.15 to 1.0.
2. Revised Section 5.5 is to read as follows:
5.5 CURRENT RATIO. The Company shall maintain, as of the last day of each
calendar month, a ratio of Current Assets to Current Liabilities of at
least .12 to 1.0. From and after April 30, 1998, the Company shall
maintain, as of the last day of each calendar month, a ratio of Current
Assets to Current Liabilities of at least 1.15 to 1.0.
3. Revised Section 5.6 is to read as follows:
5.6 DEBT-NET WORTH RATIO. From and after April 30, 1998, the Company
shall maintain, as of the last day of each calendar month, a ratio of Total
Liabilities less Subordinated Debt to Tangible Subordinated Debt of not
more than 1.0 to 1.0.
4. No other provision of the First Amendment shall be affected by this
Amendment other than as set forth above. Further, this Amendment shall not
constitute, nor shall it be claimed to be, a waiver of any of the Company's
duties or PICO's rights in connection with the First Amendment or the
Convertible Subordinated Debenture Due 2001 described in the First Amendment,
nor shall this Amendment constitute, nor shall it be claimed to be, a waiver of
any claim that PICO now has against the Company.
Dated: March 26, 1998
ATTEST: PC QUOTE, INC.,
a Delaware corporation
By: ____________________________________ By: __________________________
Title: _______________________________ Title: _____________________
ATTEST: PHYSICIANS INSURANCE COMPANY OF
OHIO, an Ohio corporation
By: ____________________________________ By: __________________________
Title: _______________________________ Title: _____________________
<PAGE>
EXHIBIT 4(b)
SIXTH JOINT AMENDMENT TO
AGREEMENT TO PROVIDE INSURANCE;
DISBURSEMENT REQUEST AND AUTHORIZATION;
PROMISSORY NOTE; AND
LOAN AND SECURITY AGREEMENT
This Sixth Joint Amendment to Agreement to Provide Insurance; Disbursement
Request and Authorization; Promissory Note; and Loan and Security Agreement is
entered into this 5th day of May, 1998, by and between PC Quote, Inc., a
Delaware corporation ("PC Quote") and PICO Holdings, Inc., a California
corporation ("PICO").
WHEREAS, PC Quote and PICO are parties to that certain Agreement to Provide
Insurance; Disbursement Request and Authorization; Promissory Note; and Loan and
Security Agreement, as amended August 8, 1997, September 22, 1997, December 30,
1997, February 5, 1998, and March 10, 1998 (collectively, the "Definitive
Agreements").
NOW, THEREFORE, for good and valuable consideration, the receipt of which is
hereby acknowledged, PC Quote and PICO hereby agree to amend the Definitive
Agreements as follows:
I. PROMISSORY NOTE DATED MAY 5, 1997, AMENDED AUGUST 8, 1997, SEPTEMBER
22, 1997, DECEMBER 30, 1997, FEBRUARY 5, 1998, AND MARCH 10, 1998.
The Amended Promissory Note is hereby again amended as follows:
A. In the second paragraph, on the third line delete "April 30,
1998" and insert "May 31, 1998."
II. Except as expressly provided herein, all of the terms and provisions
of the Definitive Agreements shall remain in full force and effect.
III. This Sixth Joint Amendment may be executed in multiple counterparts,
each of which shall be deemed an original and all of which together
shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties have executed this Sixth Joint Amendment as of
the date first written above.
PC QUOTE, INC.
By: ______________________________________
Its: ______________________________________
PICO HOLDINGS, INC.
By: ______________________________________
Its: ______________________________________
<PAGE>
EXHIBIT 4(c)
AMENDMENT NO. 2 TO FIRST AMENDMENT
TO CONVERTIBLE SUBORDINATED
DEBENTURE DUE 2001
AND DEBENTURE AGREEMENT
PC QUOTE, INC., a corporation duly organized and existing under the laws of
Delaware (the "Company"), and PHYSICIANS INSURANCE COMPANY OF OHIO, a
corporation duly organized and existing under the laws of Ohio ("PICO"), for
value received, hereby amend and modify that certain First Amendment to
Convertible Subordinated Debenture Due 2001 and Debenture Agreement dated May 5,
1997 (the "First Amendment") as amended further on March 26, 1998, as follows:
1. Revised Section 5.4 is to read as follows:
5.4 QUICK RATIO. The Company shall maintain, as of the last day of each
calendar month, a ratio of Quick Assets to Current Liabilities of at least
.1 to 1.0. From and after May 31, 1998, the Company shall maintain, as of
the last day of each calendar month, a ratio of Quick Assets to Current
Liabilities of at least 1.15 to 1.0.
2. Revised Section 5.5 is to read as follows:
5.5 CURRENT RATIO. The Company shall maintain, as of the last day of each
calendar month, a ratio of Current Assets to Current Liabilities of at
least .12 to 1.0. From and after May 31, 1998, the Company shall maintain,
as of the last day of each calendar month, a ratio of Current Assets to
Current Liabilities of at least 1.15 to 1.0.
3. Revised Section 5.6 is to read as follows:
5.6 DEBT-NET WORTH RATIO. From and after May 31, 1998, the Company shall
maintain, as of the last day of each calendar month, a ratio of Total
Liabilities less Subordinated Debt to Tangible Subordinated Debt of not
more than 1.0 to 1.0.
4. No other provision of the First Amendment shall be affected by this
Amendment No. 2 other than as set forth above. Further, this Amendment No. 2
shall not constitute, nor shall it be claimed to be, a waiver of any of the
Company's duties or PICO's rights in connection with the First Amendment or the
Convertible Subordinated Debenture Due 2001 described in the First Amendment,
nor shall this Amendment No. 2 constitute, nor shall it be claimed to be, a
waiver of any claim that PICO now has against the Company.
Dated: May 11, 1998
ATTEST: PC QUOTE, INC.,
a Delaware corporation
By: ____________________________________ By: __________________________
Title: _______________________________ Title: _____________________
ATTEST: PHYSICIANS INSURANCE COMPANY OF
OHIO, an Ohio corporation
By: ____________________________________ By: __________________________
Title: _______________________________ Title: _____________________
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> MAR-31-1998
<CASH> 363,820
<SECURITIES> 0
<RECEIVABLES> 1,556,897
<ALLOWANCES> 450,000
<INVENTORY> 0
<CURRENT-ASSETS> 1,979,690
<PP&E> 11,793,233
<DEPRECIATION> 9,323,955
<TOTAL-ASSETS> 9,865,525
<CURRENT-LIABILITIES> 8,660,166
<BONDS> 2,453,082
0
0
<COMMON> 12,502
<OTHER-SE> (1,816,063)
<TOTAL-LIABILITY-AND-EQUITY> 9,865,525
<SALES> 4,985,194
<TOTAL-REVENUES> 4,985,194
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 6,510,035
<LOSS-PROVISION> 104,000
<INTEREST-EXPENSE> 364,039
<INCOME-PRETAX> (1,881,488)
<INCOME-TAX> 0
<INCOME-CONTINUING> (1,881,488)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (1,881,488)
<EPS-PRIMARY> ($0.15)
<EPS-DILUTED> ($0.15)
</TABLE>
