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 quarterly period ended September 30, 2000
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
HYPERFEED TECHNOLOGIES, INC.
(a Delaware Corporation)
300 S. Wacker, Suite 300
Chicago, Illinois 60606
Telephone (312) 913-2800
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes X No
--- ----
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date: 15,710,218 shares of the
Company's common stock ($.001 par value) were outstanding as of October 31,
2000.
Page 1
<PAGE>
HYPERFEED TECHNOLOGIES, INC.
INDEX
PAGE
PART I. Financial Information
Item 1. Financial Statements
Consolidated Balance Sheets as of September 30, 2000 and
December 31, 1999 3
Consolidated Statements of Operations for the nine month periods
ended September 30, 2000 and 1999 5
Consolidated Statements of Operations for the three month periods
ended September 30, 2000 and 1999 6
Consolidated Statements of Cash Flows for the nine month periods
ended September 30, 2000 and 1999 7
Notes to Consolidated Financial Statements 8
Item 2. Management's Discussion and Analysis of
Results of Operations and Financial Condition 12
Item 3. Quantitative and Qualitative Disclosures about Market Risk 17
PART II. Other Information
Item 2. Changes in Securities 17
Item 6. Exhibits and Reports on Form 8-K 17
Company's Signature Page 18
Page 2
<PAGE>
HYPERFEED TECHNOLOGIES, INC.
Consolidated Balance Sheets
September 30, 2000 and December 31, 1999
<TABLE>
<CAPTION>
September 30, December 31,
ASSETS 2000 1999
(UNAUDITED) (AUDITED)
---------- ----------
<S> <C> <C>
Current Assets
Cash and cash equivalents $ 2,484,095 $ 1,452,186
Accounts receivable, less allowance for doubtful
accounts of: 2000: $94,412; 1999: $442,276 3,883,241 2,652,350
Prepaid license fees, current 1,680,000 1,680,000
Prepaid expenses and other current assets 330,643 244,477
----------- -----------
TOTAL CURRENT ASSETS 8,377,979 6,029,013
----------- -----------
Property and equipment
Satellite receiving equipment 282,474 436,759
Computer equipment 4,194,985 4,323,921
Communication equipment 1,225,561 1,173,595
Furniture and fixtures 145,282 263,941
Leasehold improvements 429,084 402,692
----------- -----------
6,277,386 6,600,908
Less: Accumulated depreciation and amortization 3,834,195 4,189,766
----------- -----------
2,443,191 2,411,142
----------- -----------
Prepaid license fees, net of accumulated amortization
of: 2000: $2,450,000; 1999: $1,190,000 1,750,000 3,010,000
----------- -----------
Software development costs, net of accumulated
amortization of: 2000: $7,225,673; 1999: $6,890,526 2,823,940 3,775,491
----------- -----------
Deposits and other assets 61,099 69,538
----------- -----------
TOTAL ASSETS $15,456,209 $15,295,184
=========== ===========
</TABLE>
See Notes to Consolidated Financial Statements.
Page 3
<PAGE>
HYPERFEED TECHNOLOGIES, INC.
Consolidated Balance Sheets (continued)
September 30, 2000 and December 31, 1999
<TABLE>
<CAPTION>
September 30, December 31,
LIABILITIES AND STOCKHOLDERS' EQUITY 2000 1999
(UNAUDITED) (AUDITED)
---------- ----------
<S> <C> <C>
Current Liabilities
Notes payable $1,274,634 $1,050,000
Accounts payable 2,857,285 1,709,322
Accrued expenses 1,547,909 2,780,648
Accrued satellite termination expense 432,000 558,000
Accrued income taxes payable --- 5,000
Unearned revenue 2,713,781 2,304,070
---------- ----------
TOTAL CURRENT LIABILITIES 8,825,609 8,407,040
---------- ----------
Notes payable, less current portion 500,000 1,449,634
Accrued expenses, less current portion 114,871 134,693
Accrued satellite termination expense, less current portion 300,000 624,000
Unearned revenue, less current portion 77,430 78,315
Minority interest in subsidiary 4,853 3,869
---------- ----------
TOTAL NONCURRENT LIABILITIES 997,154 2,290,511
---------- ----------
TOTAL LIABILITIES 9,822,763 10,697,551
---------- ----------
Stockholders' Equity
Preferred Stock, $.001 par value; authorized 5,000,000 shares;
issued and outstanding:
Series A 5% convertible: 19,075 shares at
September 30, 2000 and December 31, 1999 19 19
Series B 5% convertible: 28,791 shares at
September 30, 2000 and December 31, 1999 29 29
Common stock, $.001 par value; authorized 50,000,000
shares; issued and outstanding 15,710,218 shares at
September 30, 2000 and 15,592,690 shares at December 31, 1999 15,710 15,593
Additional paid-in capital - Series A 5% convertible preferred stock 3,086,013 3,086,013
Additional paid-in capital - Series B 5% convertible preferred stock 4,664,891 4,664,891
Additional paid-in capital - common stock 25,494,047 25,183,631
Additional paid-in capital - convertible subordinated
debenture and warrants 8,630,491 8,630,491
Accumulated deficit (36,257,754) (36,983,034)
----------- -----------.
TOTAL STOCKHOLDERS' EQUITY 5,633,446 4,597,633
----------- -----------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $15,456,209 $15,295,184
=========== ============
</TABLE>
See Notes to Consolidated Financial Statements.
Page 4
<PAGE>
HYPERFEED TECHNOLOGIES, INC.
Consolidated Statements of Operations
<TABLE>
<CAPTION>
FOR THE NINE MONTHS ENDED
---------------------------------------------------------------------------------------
September 30, September 30,
2000 1999
(UNAUDITED) (UNAUDITED)
---------------------------------------------------------------------------------------
<S> <C> <C>
REVENUE
HyperFeed Services $16,250,500 $13,089,419
PCQuote.com Services 19,468,098 10,955,571
----------- -----------
TOTAL REVENUE 35,718,598 24,044,990
----------- -----------
DIRECT COST OF SERVICES
HyperFeed Services 9,231,065 9,685,148
PCQuote.com Services 14,252,554 9,124,242
----------- ------------
TOTAL DIRECT COST OF SERVICES 23,483,619 18,809,390
----------- ------------
GROSS MARGIN 12,234,979 5,235,600
----------- ------------
OPERATING EXPENSES
Sales 3,072,955 2,669,883
General and administrative 3,822,173 3,771,312
Product and market development 3,231,721 2,496,573
Depreciation and amortization 1,273,185 855,446
Satellite termination expense --- 1,411,245
------------- ------------
TOTAL OPERATING EXPENSES 11,400,034 11,204,459
----------- -----------
INCOME (LOSS) FROM OPERATIONS 834,945 (5,968,859)
----------- -----------
OTHER INCOME (EXPENSE)
Interest income 47,685 36,967
Interest expense (156,367) (67,501)
Loss on sale of minority interest in PCQuote.com, Inc. --- (88,386)
----------- -----------
NET OTHER EXPENSE (108,682) (118,920)
----------- -----------
INCOME (LOSS) BEFORE INCOME TAXES AND MINORITY 726,263 (6,087,779)
INTEREST
INCOME TAXES --- ---
----------- -----------
INCOME (LOSS) BEFORE MINORITY INTEREST 726,263 (6,087,779)
Minority interest in subsidiary (984) 44,961
----------- -----------
NET INCOME (LOSS) $ 725,279 ($6,042,818)
============ ============
Basic net income (loss) per share $0.05 ($0.41)
Diluted net income (loss) per share $0.03 ($0.41)
Basic weighted-average common shares outstanding 15,637,322 14,735,037
Diluted weighted-average common shares outstanding 23,963,383 14,735,037
--------------------------------------------------------------------------------------
</TABLE>
See Notes to Consolidated Financial Statements.
Page 5
<PAGE>
HYPERFEED TECHNOLOGIES, INC.
Consolidated Statements of Operations
<TABLE>
<CAPTION>
FOR THE THREE MONTHS ENDED
---------------------------------------------------------------------------------------------
September 30, September 30,
2000 1999
(UNAUDITED) (UNAUDITED)
---------------------------------------------------------------------------------------------
<S> <C> <C>
REVENUE
HyperFeed Services $ 5,997,355 $ 4,560,911
PCQuote.com Services 6,369,630 4,011,770
------------ ------------
TOTAL REVENUE 12,366,985 8,572,681
------------ ------------
DIRECT COST OF SERVICES
HyperFeed Services 3,007,227 3,093,519
PCQuote.com Services 4,508,297 3,335,118
------------ ------------
TOTAL DIRECT COST OF SERVICES 7,515,524 6,428,637
------------ ------------
GROSS MARGIN 4,851,461 2,144,044
------------ ------------
OPERATING EXPENSES
Sales 1,024,662 877,794
General and administrative 1,285,905 1,381,085
Product and market development 1,354,001 1,345,896
Depreciation and amortization 384,165 329,811
Satellite termination expense --- 1,411,245
------------ ------------
TOTAL OPERATING EXPENSES 4,048,733 5,345,831
------------ ------------
INCOME (LOSS) FROM OPERATIONS 802,728 (3,201,787)
------------ ------------
OTHER INCOME (EXPENSE)
Interest income 17,549 14,383
Interest expense (48,989) (38,604)
------------ ------------
NET OTHER EXPENSE (31,440) (24,221)
------------ ------------
INCOME (LOSS) BEFORE INCOME TAXES AND MINORITY
INTEREST 771,288 (3,226,008)
INCOME TAXES --- ---
------------ ------------
INCOME (LOSS) BEFORE MINORITY INTEREST 771,288 (3,226,008)
Minority interest in subsidiary (4,853) 23,139
------------ ------------
NET INCOME (LOSS) $ 766,435 ($ 3,202,869)
============ ============
Basic net income (loss) per share $0.05 ($0.22)
Diluted net income (loss) per share $0.03 ($0.22)
Weighted-average common shares outstanding 15,668,724 15,022,593
Diluted weighted-average common shares outstanding 23,994,785 15,022,593
---------------------------------------------------------------------------------------------
</TABLE>
See Notes to Consolidated Financial Statements
Page 6
<PAGE>
HYPERFEED TECHNOLOGIES, INC.
Consolidated Statements of Cash Flows
<TABLE>
<CAPTION>
FOR THE NINE MONTHS ENDED
-------------------------
September 30, September 30,
2000 1999
(UNAUDITED) (UNAUDITED)
<S> <C> <C>
Cash Flows From Operating Activities:
Net income (loss) $ 725,279 ($6,042,818)
Adjustments to reconcile net income (loss) to net cash provided by
(used in) operating activities:
Depreciation and amortization of property and equipment 1,273,184 855,446
Provision for doubtful accounts 180,000 509,394
Amortization of software development costs 1,870,589 1,796,985
Amortization of value assigned to common stock warrant
issued in lieu of cash license fees 1,260,000 770,000
Common stock issued in lieu of cash compensation --- 70,204
Minority interest in subsidiary 984 (44,961)
Loss on sale of minority interest in PCQuote.com, Inc. --- 88,386
Changes in assets and liabilities:
Accounts receivable (1,410,891) (1,286,276)
Prepaid expenses and other current assets (86,166) (1,631,584)
Deposits and other assets 8,439 132,709
Accounts payable 1,147,963 (1,647,472)
Accrued expenses (1,252,561) 2,213,336
Accrued income taxes payable (5,000) (3,161)
Accrued satellite termination expense (450,000) 1,411,245
Unearned revenue 408,826 565,222
----------- -----------
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES 3,670,646 (2,243,345)
----------- -----------
Cash Flows From Investing Activities:
Purchase of property and equipment (1,305,232) (1,118,260)
Software development costs capitalized (919,038) (904,525)
----------- -----------
NET CASH USED IN INVESTING ACTIVITIES (2,224,270) (2,022,785)
----------- -----------
Cash Flows From Financing Activities:
Proceeds from issuance of common stock, net 310,533 3,412,530
Proceeds from issuance of notes payable, net --- 3,500,000
Principal payments on notes payable (725,000) (1,725,000)
----------- -----------
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES (414,467) 5,187,530
----------- -----------
Net increase in cash and cash equivalents 1,031,909 921,400
Cash and cash equivalents:
Beginning of the period 1,452,186 1,139,785
----------- -----------
End of the period $ 2,484,095 $ 2,061,185
=========== ===========
</TABLE>
See Notes to Consolidated Financial Statements.
Page 7
<PAGE>
HYPERFEED TECHNOLOGIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(1) BASIS OF PRESENTATION
PRINCIPLES OF CONSOLIDATION: The accompanying interim consolidated financial
statements include the accounts of HyperFeed Technologies, Inc. ("HyperFeed" or
the "Company") and its subsidiary, PCQuote.com, Inc., and 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 consolidated financial statements include all
adjustments, including the elimination of all significant intercompany
transactions in consolidation, which, 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, 1999
annual report. For further information, refer to the financial statements and
footnotes included in HyperFeed's annual report on Form 10-K for the year ended
December 31, 1999.
SOFTWARE DEVELOPMENT COSTS: The Company's continuing investment in software
development consists primarily of development of new data analysis software and
programmer tools designed to afford easy access to its data-feed for data
retrieval and analysis purposes, and application of new technology to increase
the data volume and delivery speed of its distribution system and network.
Costs associated with the planning and design phase of software development,
including coding and testing activities necessary to establish technological
feasibility of computer software products to be licensed or otherwise marketed,
are charged to research and development 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. 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 in
the year following full amortization.
The Company's policy is to amortize capitalized software costs by the greater of
(a) the ratio that current gross revenue for a product bear 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 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 8
<PAGE>
HYPERFEED TECHNOLOGIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
REVENUE RECOGNITION: The Company principally derives its revenue from service
contracts for the provision of market data only ("HyperFeed -Registered
Trademark- license fees"), service contracts for the provision of market data
together with analytical software ("HyperFeed analytics license fees"), and the
sale of advertising on its Web site, www.pcquote.com. Revenue from service
contracts is recognized ratably over the contract term as the contracted
services are rendered. Revenue from the sale of advertising is recognized as the
advertising is displayed on the Web site. HyperFeed license fees and HyperFeed
analytics license fees for satellite and landline services are generally billed
one month in advance with 30-day payment terms. License fees for PC Quote 6.0 on
the Internet are generally paid by credit card within five days prior to the
month of service. These and other payments received prior to services being
rendered are classified as unearned revenue on the balance sheet. Revenue and
the related receivable for advance billings are not reflected in the financial
statements. Customers' deposits on service contracts are classified as either
current unearned revenue, if the contract expires in one year or less, or
non-current unearned revenue, if the contract expiration date is greater than
one year.
HyperFeed services primarily consist of the provision of HyperFeed and HyperFeed
with analytics to the business-to-business marketplace, while PCQuote.com
services primarily consist of analytics service, powered by HyperFeed, to the
consumer marketplace. In addition, PCQuote.com sells advertising on its Web
site.
The Company applies the provisions of Statement of Position 97-2, "Software
Revenue Recognition," which specifies the following four criteria that must be
met prior to recognizing revenue: (1) persuasive evidence of the existence of an
arrangement, (2) delivery, (3) fixed or determinable fee, and (4) probable
collection. In addition, revenue earned on software arrangements involving
multiple elements is allocated to each element based on the relative fair value
of the elements. When applicable, revenue allocated to the Company's software
products (including specified upgrades/enhancements) is recognized upon delivery
of the products. Revenue allocated to post contract customer support is
recognized ratably over the term of the support and revenue allocated to service
elements (such as training and installation) is recognized as the services are
performed.
(2) NOTES PAYABLE
The Company has a $1,500,000 term loan with a bank, payable in monthly
installments of $25,000 plus interest at prime (9.5% at September 30, 2000). The
loan is collateralized by substantially all assets of the Company. The balance,
as of September 30, 2000, is $274,634.
On September 3, 1999, the Company's subsidiary, PCQuote.com, Inc., borrowed $2.0
million from Motorola, Inc. The promissory note bears interest at the prime rate
from time to time as announced in the Wall Street Journal (9.5% at September 30,
2000). Payments are due in eight equal installments on a quarterly basis
commencing June 30, 2000 through March 31, 2002 and are subject to early
repayment upon the closing of an initial public offering of PCQuote.com's common
stock. The balance, as of September 30, 2000, is $1.5 million.
Page 9
<PAGE>
HYPERFEED TECHNOLOGIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(3) INCOME TAXES
At December 31, 1999, the Company had federal income tax net operating loss
carryforwards of approximately $29,908,000 for federal income tax purposes and
approximately $28,071,000 for the alternative minimum tax. Approximately
$1,058,000 of these net operating losses relate to the exercise of incentive
employee stock options and will be credited directly to stockholders' equity
when realized. The Company also had research and development credits of $106,000
which will expire in the years 2010 to 2011 if not previously utilized. The
future utilization of these net operating losses and research and development
credits will be limited due to changes in Company ownership. The net operating
loss carryforwards will expire, if not previously utilized, as follows: 2000:
$1,370,000; 2001: $1,539,000; 2002: $560,000; 2003: $79,000; 2004: $576,000;
2005: $1,557,000; 2006 $301,000 and thereafter $23,926,000.
(4) SEGMENT INFORMATION
While the Company operates in one industry, financial services, in applying SFAS
No. 131, "Disclosures about Segments of an Enterprise and Related Information",
the Company has identified two industry segments within which it operates. The
parent Company's services are principally in the business-to-business sector,
while its subsidiary, PCQuote.com, Inc., principally operates in the
business-to-consumer marketplace. The Company evaluates performance and
allocates resources based on operating profitability and growth potential. The
accounting policies of the reportable segments are the same as those described
in Note 1. Financial information relating to industry segments for the quarters
ended September 30, 2000 and September 30, 1999 is as follows:
<TABLE>
<CAPTION>
SEPTEMBER 30, 2000 SEPTEMBER 30, 1999
------------------ ------------------
AMOUNT % AMOUNT %
<S> <C> <C> <C> <C>
SALES TO UNAFFILIATED CUSTOMERS:
HyperFeed services $ 5,997,355 48.5% $ 4,560,911 53.2%
PCQuote.com services 6,369,630 51.5% 4,011,770 46.8%
------------ -------------
Total revenue $ 12,366,985 100.0% $ 8,572,681 100.0%
============ =============
OPERATING INCOME (LOSS):
HyperFeed services $ 479,401 59.7% ($ 1,358,467) 42.4%
PCQuote.com services 323,327 40.3% ( 1,843,320) 57.6%
------------ -------------
Total operating income (loss) $ 802,728 100.0% ($ 3,201,787) 100.0%
============ =============
IDENTIFIABLE ASSETS:
HyperFeed services $ 7,073,916 45.8% $ 6,072,339 48.1%
PCQuote.com services 8,382,293 45.2% 6,548,540 51.9%
------------ ------------
Total identifiable assets $ 15,456,209 100.0% $ 12,620,879 100.0%
============ ============
</TABLE>
Revenues from AB Watley, PCQuote.com's largest customer, represent approximately
24.3% of the Company's consolidated revenues for the quarter ended September 30,
2000.
Page 10
<PAGE>
HYPERFEED TECHNOLOGIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Financial information relating to industry segments for the nine months ended
September 30, 2000 and September 30, 1999 is as follows:
<TABLE>
<CAPTION>
SEPTEMBER 30, 2000 SEPTEMBER 30, 1999
------------------ ------------------
AMOUNT % AMOUNT %
<S> <C> <C> <C> <C>
SALES TO UNAFFILIATED CUSTOMERS:
HyperFeed services $16,250,500 45.5% $13,089,419 54.4%
PCQuote.com services 19,468,098 54.5% 10,955,571 45.6%
----------- -----------
Total revenue $35,718,598 100.0% $24,044,990 100.0%
=========== ===========
OPERATING INCOME (LOSS):
HyperFeed services $ 639,583 76.6% ($ 2,163,671) 36.2%
PCQuote.com services 195,362 23.4% ( 3,805,188) 63.8%
----------- -----------
Total operating income (loss) $ 834,945 100.0% ($ 5,968,859) 100.0%
=========== ===========
IDENTIFIABLE ASSETS:
HyperFeed services $ 7,073,916 41.5% $ 6,072,339 48.1%
PCQuote.com services 8,382,293 58.5% 6,548,540 51.9%
------------ ------------
Total identifiable assets $ 15,456,209 100.0% $ 12,620,879 100.0%
============ ============
</TABLE>
Revenues from AB Watley, PCQuote.com's largest customer, represent approximately
24.3% of the Company's consolidated revenues for the nine months ended September
30, 2000.
(5) COMMITMENTS AND CONTINGENCIES
In connection with the formation and transfer of its Internet consumer business
to its subsidiary, PCQuote.com, on May 28, 1999, the Company and Townsend
Analytics, Ltd. ("Townsend") entered into an agreement to terminate their
Software Distributor Agreement dated December 4, 1995. Pursuant to the terms of
the termination agreement, the Company was obligated and paid Townsend one
million dollars within ninety days after execution of the agreement. The Company
and PCQuote.com subsequently entered into separate new license agreements with
Townsend for the right to use the LAN and Internet versions, respectively, of
the software application which is marketed as PCQuote 6.0 RealTick. The new
agreements replaced the prior agreement between Townsend and the Company. The
initial term of the agreements ends December 4, 2000. Pursuant to the terms of
the new agreements, the Company and PCQuote.com are each required to pay a
minimum royalty to Townsend of $220,000 per month and a cumulative minimum
royalty of $5,000,000 each over the initial term of the agreements. Under the
terms of its new agreement with Townsend, the Company guarantees the obligation
of its subsidiary, PCQuote.com, and receives a credit towards its minimum
commitment obligations to the extent that PCQuote.com's actual royalty payments
exceed its minimum commitments.
The Company is a party to various legal proceedings incidental to its business
operations, none of which is expected to have a material effect on the financial
condition or results of operations of the Company.
(6) OTHER COMMITMENTS
The Company and SpaceCom Systems, Inc. ("SpaceCom") entered into a settlement
agreement as of November 1, 1999 related to the lease of satellite transmission
space by the Company from SpaceCom. The lease was for 112 kilobits ("kb") of
transmission capacity for payment of approximately $56,000 per month until,
under certain circumstances, either August 1, 2002 or January 1, 2006. The
Company and SpaceCom agreed to terminate the lease, and any and all claims or
obligations thereunder, in exchange for the Company's agreement to pay SpaceCom
an aggregate of $1,411,245 as follows: $179,245 on November 1, 1999, and ten
equal monthly installments of $50,000 each from December 1, 1999 through
September 1, 2000, and twelve equal monthly installments of $36,000 each from
October 1, 2000 through September 1, 2001, and twelve equal monthly installments
of $25,000 each from October 1, 2001 and ending on September 1, 2002.
Page 11
<PAGE>
PART I. ITEM 2
Management's Discussion and Analysis of
Results of Operations and Financial Condition
INTRODUCTION - SAFE HARBOR DISCLOSURE
The following discussion and analysis contains historical information. It also
contains forward-looking statements within the meaning of the "safe harbor"
provisions of the Private Securities Litigation Reform Act of 1995, particularly
in reference to statements regarding our expectations, plans and objectives. You
can generally identify forward-looking statements by the use of the words "may,"
"will," "expect," "intend," "estimate," "anticipate," "believe," or "continue,"
or similar language. Forward-looking statements involve substantial risks and
uncertainties. You should give careful consideration to cautionary statements
made in this discussion and analysis. We base our statements on our current
expectations. Forward-looking statements may be impacted by a number of factors,
risks and uncertainties that could cause actual results to differ materially
from those described in the forward-looking statements. Our filings with the
Securities and Exchange Commission identify factors that could cause material
differences. Among these factors are our ability to:
(i) fund our current and future business strategies either through continuing
operations or external financing;
(ii) attract and retain key employees;
(iii) compete successfully against competitive products and services;
(iv) maintain relationships with key suppliers and providers of market data;
and
(v) respond to the effect of economic and business conditions generally.
RECENT BUSINESS DEVELOPMENTS
HYPERFEED MARKET DATA FEATURED ON GLOBENET ATS
On August 30, 2000, we announced that GlobeNet Capital Corporation signed a
contract to use HyperFeed market data for the company's alternative trading
system (ATS), GlobeNet ATS.
As part of the agreement, our real-time, streaming market data will not only be
incorporated into GlobeNet's transaction processing system, but also offered as
a component of its suite of online trading display mechanisms.
GlobeNet's Internet-based trading platform brings automation and leading
technologies to trading over-the-counter-bulletin-board (OTCBB) securities,
which traditionally have not experienced the access, liquidity and visibility of
traditional large cap stocks.
Page 12
<PAGE>
PART I. ITEM 2
Management's Discussion and Analysis of
Results of Operations and Financial Condition (continued)
HYPERFEED LAUNCHES SMARTICKER IN ASIA, SIGNS CONTRACT WITH KOREA'S BLASHNET
On August 15, 2000, we announced that Blashnet, a Seoul, Korea-based financial
content and analytical software company, signed a contract to resell an
integrated datafeed consisting of our North American data and Asian financial
content. As part of the agreement, Blashnet became the first-ever client for
HyperFeed SmarTicker, our newly launched technology that seamlessly integrates
local financial content, such as exchange data and news content, into the
HyperFeed datafeed.
Blashnet will use SmarTicker to integrate Asian market data content that
currently is not available within the HyperFeed datafeed, North America's most
extensive market data source with quotes on over 600,000 equity, option, and
commodity issues including full option chains.
One of SmarTicker's key features is that it allows Blashnet to manipulate the
integrated feed so that the Korean financial services firm can redistribute
financial content based on its clients' unique needs. Blashnet will redistribute
the integrated HyperFeed datafeed via the Internet. Its primary users include
individual investors, institutions, Web portals, and trading rooms.
NETSTOCK DIRECT SELECTS HYPERFEED MARKET DATA FOR SHAREBUILDER.COM
On July 17, 2000, we announced that we have agreed to provide delayed HyperFeed
market data to Netstock Direct Corporation for use with their new ShareBuilder
product, an online investing service for long-term investors.
Using our technology, Netstock Direct, a leading online source for long-term
investing, will be incorporating the data into its main site and co-branded
ShareBuilder services.
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<PAGE>
PART I. ITEM 2
Management's Discussion and Analysis of
Results of Operations and Financial Condition (continued)
RESULTS OF OPERATIONS:
FOR THE NINE MONTHS AND QUARTER ENDED SEPTEMBER 30, 2000
Total revenue increased $11.7 million, or 48.5%, to $35.7 million for the nine
months ended September 30, 2000, and $3.8 million, or 44.3%, to $12.4 million
for the quarter ended September 30, 2000 versus the comparable prior year
periods. Our HyperFeed services and PCQuote.com services both posted increases
for the first nine months of 2000 over 1999 and for the quarter ended September
30, 2000 over 1999. For the first nine months of 2000, HyperFeed service revenue
increased $3.2 million, or 24.1%, to $16.3 million from $13.1 million in the
same period in 1999. For the quarter ended September 30, 2000, HyperFeed service
revenue increased $1.4 million, or 31.5%, to $6.0 million from $4.6 million in
1999. Revenue growth was experienced through increases in analytics
subscriptions and datafeed license fees to existing, as well as new customers,
such as Charles Schwab and National Discount Brokers. Revenue from our
PCQuote.com services increased $8.5 million, or 77.7%, to $19.5 million for the
first nine months of 2000 from $11.0 million for the same period in 1999. For
the third quarter of 2000, revenue from PCQuote.com services increased $2.4
million, or 58.8%, from $4.0 million in 1999 to $6.4 million in 2000. The
increase is principally due to the growth of our largest customer, AB Watley,
who has grown from less than 10% of our revenue for all of 1999 to approximately
24% of our revenue for the first nine months of 2000.
Effective September 1, 2000, NASDAQ NMS lowered the fees they charge for
professional subscriptions to their data. These fees, which we are obligated to
pay to NASDAQ on behalf of our professional customers, are charged to those
customers by us. We estimate that the fourth quarter impact of the lower fees
will be a decrease of approximately $1.0 million in revenue and direct costs as
compared to the third quarter. As previously reported, our largest client, AB
Watley, commenced in the third quarter their transition from a private-label
version of third-party software, provided by our subsidiary, PCQuote.com, to a
HyperFeed datafeed only customer using their proprietary software application.
The private-label service is subject to payment of royalty fees to the
third-party software provider, in addition to the collection and payment of
exchange fees since we are the vendor of record with the exchanges for that
business. As Watley's customers are moved, PCQuote.com's revenue will decrease,
with a corresponding decrease in related royalties and exchange fees direct
costs, while HyperFeed service revenue will increase. Since the private-label
per user charge has a higher gross price, we expect the Watley transition,
coupled with NASDAQ's lowered fees, to result in a decline in consolidated
revenue in the fourth quarter from the third quarter, and a corresponding
decline in direct costs resulting in an increase in the gross margin percentage.
Considering these two factors, and anticipated offsetting revenue increases from
new and existing customers, annual revenue for the year ending December 31, 2000
is expected to be approximately $46 million, which would be $13 million, or 39%
greater than annual revenue for 1999.
Direct costs of services increased $4.7 million, or 24.9%, to $23.5 million for
the nine months ended September 30, 2000 from $18.8 million for the comparable
1999 period, and increased $1.1 million, or 16.9%, to $7.5 million for the
quarter ended September 30, 2000 from $6.4 million for the comparable 1999
period. Principal components of the increase were royalties and payments to
providers of market data, directly attributable to the growth of our largest
customer. Amortization of software development costs decreased
quarter-to-quarter from $0.6 million in 1999 to $0.5 million in 2000, and
increased for the nine months from $1.8 million in 1999 to $1.9 million in 2000.
Also included in the first nine months of 2000 is a $1.3 million non-cash
charge, versus $0.8 million for the same 1999 period, for the amortization of
the value assigned to the warrant issued in April 1999 to CNNFN in exchange for
the three-and-a-half year license agreement with PCQuote.com.
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<PAGE>
PART I. ITEM 2
Management's Discussion and Analysis of
Results of Operations and Financial Condition (continued)
For the first nine months of 2000, resulting gross margin increased $7.0
million, or 133.7%, to $12.2 million in 2000 from $5.2 million in 1999. For the
quarter ended September 30, 2000, the resulting gross margin was $4.9 million,
an increase of $2.7 million, or 126.3%, from $2.1 million in the third quarter
of 1999. As a percentage of revenue, gross margins increased to 39.2% for the
third quarter of 2000 from 25.0% for the third quarter of 1999, and increased to
34.3% for the first nine months of 2000 from 21.8% for the comparable 1999
period. The expansion in percentage gross margins is attributable to internal
cost efficiencies implemented in 1999, coupled with an increased sales focus in
2000 on higher margin datafeed services.
Direct costs associated with HyperFeed services decreased from $9.7 million for
the nine months ended September 30, 1999 to $9.2 million for the first nine
months of 2000, a 4.7% decrease. For the quarter ended September 30, 2000,
direct costs associated with HyperFeed services were $3.0 million, a 2.8%
decrease from $3.1 million in the same period of 1999. Increases in amortization
of software development costs were offset by cost-savings related to leased
equipment in customer service and support and lower costs of datafeed operations
principally due to the termination of a lease for satellite transmission space
in the third quarter of 1999. Amortization of software development costs
increased 17.0% to $1.1 million for the first nine months of 2000 from $1.0
million for the same period in 1999. For the quarters ended September 30,
amortization of software development costs was unchanged at $0.4 million. For
the first nine months of 2000, resulting gross margin increased $3.6 million, or
106.2%, to $7.0 million in 2000 from $3.4 million in 1999. For the quarter ended
September 30, 2000, the resulting gross margin for HyperFeed services was $3.0
million, an increase of $1.5 million, or 103.8%, from $1.5 million in the third
quarter of 1999.
Direct costs associated with PCQuote.com services increased to $14.3 million for
the first nine months of 2000 from $9.1 million in the comparable 1999 period, a
56.2% increase. For the quarter ended September 30, 2000, direct costs
associated with PCQuote.com services were $4.5 million, a 35.2% increase from
$3.3 million in the same period of 1999. Increases in license and exchange fees,
directly attributable to the increase in revenue, were the principal components
of the quarterly and nine-month increases in direct costs. Amortization of
previously capitalized software development costs decreased to $0.7 million for
the first nine months of 2000 from $0.8 for the 1999 period, and decreased for
the third quarter to $0.2 million for 2000 from $0.3 million for 1999. The gross
margin on PCQuote.com services increased $3.4 million, or 184.8%, to $5.2
million for the first nine months of 2000 from $1.8 million for the same period
of 1999. PCQuote.com services gross margin increased $1.2 million, or 175.1%, to
$1.9 million for the third quarter of 2000 from $0.7 million for the same 1999
period.
Total operating expense increased $0.2 million, or 1.7%, to $11.4 million for
the nine months ended September 30, 2000 from $11.2 million for the comparable
1999 period, and decreased $1.3 million to $4.0 million for the quarter ended
September 30, 2000 from $5.3 million, including a $1.4 million charge related to
terminating a satellite services agreement in 1999, for the comparable 1999
quarter.
Sales costs increased $0.4 million, or 15.1%, to $3.1 million for the first nine
months of 2000 from $2.7 million for the same 1999 period. For the third quarter
of 2000, sales costs were $1.0 million, a $0.1 million, or 16.7%, increase from
$0.9 million for the prior year period. The increase in sales costs was directly
attributable to the growth in revenue.
General and administrative expenses remained unchanged at $3.8 million for the
first nine months of 2000 and 1999. For the quarter ended September 30, 2000,
general and administrative expenses decreased $0.1 million, or 6.9%, to $1.3
million from $1.4 million for the same quarter in 1999. The decrease for the
quarter was principally due to lower legal and other professional fees.
Product and market development costs increased $0.7 million, or 29.4%, to $3.2
million for the nine months ended September 30, 2000 from $2.5 million for the
comparable 1999 period, and were unchanged at approximately $1.3 million for the
quarters ended September 30, 2000 and 1999. The increase for the nine months was
due to an expansion of our development and marketing efforts for our existing
and new services and markets.
Page 15
<PAGE>
PART I. ITEM 2
Management's Discussion and Analysis of
Results of Operations and Financial Condition (continued)
Depreciation and amortization increased $0.4 million to $1.3 million for the
first nine months of 2000 from $0.9 million for the comparable 1999 period, and
increased $0.1 million to $0.4 million for the third quarter of 2000 from $0.3
million for the comparable 1999 period. The increase is the result of
communications and computer equipment purchases for increased growth and new
service offerings.
Interest expense was $0.2 million for the first nine months of 2000, $0.1
million more than the first nine months of 1999. The increase reflects the
interest incurred on the $2.0 million borrowing from Motorola, Inc. by
PCQuote.com in September 1999.
LIQUIDITY AND CAPITAL RESOURCES:
FOR THE NINE MONTHS AND QUARTER ENDED SEPTEMBER 30, 2000
Net cash and cash equivalents increased $1.0 million from year-end 1999 to $2.5
million at the end of the third quarter of 2000. Expenditures for new equipment
were $1.3 million, an increase of $0.2 million, or 16.7%, from $1.1 million for
the same period in 1999. The increase in expenditures was to support the growth
in our business, as well as to enhance our communications and market data
processing infrastructures. Capitalized software costs were unchanged at $0.9
million for the nine-month periods ended September 30, 2000 and 1999. There were
no new direct borrowings during the nine months, and we repaid $0.2 million of
the principal balance on our bank term loan and $0.5 million on our note payable
to Motorola, Inc. We received approximately $0.3 million in net proceeds from
the sale of shares of common stock to employees pursuant to our Employee Stock
Purchase Plan and the sale of shares of common stock to employees who exercised
options previously granted to them under our 1999 Combined Incentive and
Non-Statutory Stock Option Plan.
Earnings before interest, taxes, depreciation and amortization ("EBITDA")
increased to a positive $5.2 million for the first nine months of 2000 from a
$2.5 million EBITDA deficit for the comparable 1999 period, and increased to a
positive $2.1 million for the third quarter of 2000 as compared to an $1.8
million EBITDA deficit for the same period in 1999. Reducing EBITDA by
capitalized software costs and equipment purchases resulted in positive cash
flows, before working capital and financing activities, of $3.0 million for the
nine months ending September 30, 2000 as compared to a deficit of $4.6 million
for the same period in 1999, and, for the quarter ending September 30, 2000,
resulted in a positive $1.5 million as compared to a deficit of $2.4 million for
the 1999 quarter. We believe our existing capital resources, our ability to
access external capital, if necessary, and cash generated from continuing
operations are sufficient for working capital purposes for at least the next
twelve months.
As we have previously reported, we have explored multiple alternatives that may
be available for the purpose of enhancing stockholder value, including a merger,
a spin-off or sale of part of our business, a strategic relationship or joint
venture with another technology or financial services firm and equity financing.
We continue to explore opportunities to enhance stockholder value.
RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
During 1998, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards (SFAS) No. 133, "Accounting for Derivative
Instruments and Hedging Activities," as amended, which is effective for all
fiscal years beginning after June 15, 2000. SFAS No. 133 establishes a
comprehensive standard for the recognition and measurement of derivative
instruments and hedging activities. The Company does not expect the adoption of
the new standard to have a material effect on its financial position, liquidity,
or results of operations.
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<PAGE>
PART I. ITEM 2
Management's Discussion and Analysis of
Results of Operations and Financial Condition (continued)
Financial Accounting Standards Board Interpretation No.44 (FIN No. 44),
"Accounting for Certain Transactions Involving Stock Compensation," an
interpretation of Accounting Principles Board Opinion No. 25, is effective for
financial statements beginning after July 1, 2000. FIN No. 44 establishes
accounting and reporting standards for transactions involving stock
compensation. The Company does not believe that FIN No. 44 will have a
significant impact on its financial statements.
In December 1999, the Securities and Exchange Commission issued Staff Accounting
Bulletin (SAB) No. 101, REVENUE RECOGNITION IN FINANCIAL STATEMENTS, as amended,
which is effective no later than the fourth fiscal quarter of fiscal 2000. The
Company does not expect the adoption of this accounting pronouncement to have a
significant impact on its results of operations, financial position or cash
flows.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
There have been no material changes in the Company's market risk during the
nine-month period ended September 30, 2000. For additional information, refer to
the Company's Annual Report on Form 10-K for the fiscal year ended December 31,
1999.
PART II. OTHER INFORMATION
ITEM 2. CHANGES IN SECURITIES
During the first, second and third quarters of 2000, we issued 20,651, 30,054,
and 38,975 shares of our common stock, respectively, to employees, who purchased
the shares under our Employee Stock Purchase Plan.
During the first, second and third quarters of 2000, 22,799, 834, and 4,215
shares of our common stock, respectively, were purchased by employees who
exercised stock options granted to them under our 1999 Combined Incentive and
Non-Statutory Stock Option Plan.
ITEM 6. EXHIBITS and REPORTS on FORM 8-K
(a) EXHIBITS
Exhibit 27 - Financial Data Schedule
(b) REPORTS ON FORM 8-K
There were no reports on Form 8-K filed during the period covered by this
report.
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<PAGE>
SIGNATURES
Pursuant to the requirements of the Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.
HYPERFEED TECHNOLOGIES, INC.
Date: November 13, 2000
By: /s/ Jim R. Porter
-----------------
Jim R. Porter
Chairman and Chief Executive Officer
By: /s/ John E. Juska
-----------------
John E. Juska
Chief Financial Officer and Principal Accounting Officer
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