<PAGE>
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 June 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: 15,667,028 shares of the
Company's common stock ($.001 par value) were outstanding as of July 31, 2000.
Page 1
<PAGE>
HYPERFEED TECHNOLOGIES, INC.
INDEX
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
PART I. Financial Information
Item 1. Consolidated Balance Sheets as of June 30, 2000 and
December 31, 1999 3
Consolidated Statements of Operations for the six month periods
ended June 30, 2000 and 1999 5
Consolidated Statements of Operations for the three month periods
ended June 30, 2000 and 1999 6
Consolidated Statements of Cash Flows for the six month periods
ended June 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 18
Item 4. Submission of Matters to a Vote of Security Holders 18
Item 6. Exhibits and Reports on Form 8-K 19
Company's Signature Page 20
</TABLE>
Page 2
<PAGE>
HYPERFEED TECHNOLOGIES, INC.
Consolidated Balance Sheets
June 30, 2000 and December 31, 1999
<TABLE>
<CAPTION>
June 30, December 31,
ASSETS 2000 1999
(Unaudited) (Audited)
----------- ---------
<S> <C> <C>
Current Assets
Cash and cash equivalents $ 1,011,039 $ 1,452,186
Accounts receivable, less allowance for doubtful
accounts of: 2000: $48,295; 1999: $442,276 4,698,786 2,652,350
Prepaid license fees, current 1,680,000 1,680,000
Prepaid expenses and other current assets 340,367 244,477
----------- -----------
TOTAL CURRENT ASSETS 7,730,192 6,029,013
----------- -----------
Property and equipment
Satellite receiving equipment 282,474 436,759
Computer equipment 3,957,252 4,323,921
Communication equipment 1,163,575 1,173,595
Furniture and fixtures 144,059 263,941
Leasehold improvements 418,526 402,692
----------- -----------
5,965,886 6,600,908
Less: Accumulated depreciation and amortization 3,450,032 4,189,766
----------- -----------
2,515,854 2,411,142
----------- -----------
Prepaid license fees, net of accumulated amortization
of: 2000: $2,030,000; 1999: $1,190,000 2,170,000 3,010,000
----------- -----------
Software development costs, net of accumulated
amortization of: 2000: $6,687,395; 1999: $6,890,526 3,046,156 3,775,491
----------- -----------
Deposits and other assets 64,400 69,538
----------- -----------
TOTAL ASSETS $15,526,602 $15,295,184
=========== ===========
</TABLE>
See Notes to Consolidated Financial Statements.
Page 3
<PAGE>
HYPERFEED TECHNOLOGIES, INC.
Consolidated Balance Sheets (continued)
June 30, 2000 and December 31, 1999
<TABLE>
<CAPTION>
June 30, December 31,
LIABILITIES AND STOCKHOLDERS' EQUITY 2000 1999
(Unaudited) (Audited)
----------- ---------
<S> <C> <C>
Current Liabilities
Notes payable $ 1,300,000 $ 1,050,000
Accrued satellite termination fees 474,000 558,000
Accounts payable 2,977,544 1,709,322
Accrued expenses 1,283,047 2,319,150
Accrued compensation 409,618 461,498
Income taxes payable 5,000 5,000
Unearned revenue 2,891,135 2,304,070
------------ ------------
TOTAL CURRENT LIABILITIES 9,430,344 8,407,040
------------ ------------
Notes payable, less current portion 799,634 1,449,634
Accrued satellite termination fees, less current portion 408,000 624,000
Accrued expenses, less current portion 121,478 134,693
Unearned revenue, less current portion 71,885 78,315
Minority interests -- 3,869
------------ ------------
TOTAL NONCURRENT LIABILITIES 1,400,997 2,290,511
------------ ------------
TOTAL LIABILITIES 10,741,341 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
June 30, 2000 and December 31, 1999 19 19
Series B 5% convertible: 28,791 shares at
June 30, 2000 and December 31, 1999 29 29
Common stock, $.001 par value; authorized 50,000,000
shares; issued and outstanding 15,667,028 shares at
June 30, 2000 and 15,592,690 shares at December 31, 1999 15,667 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 25,412,341 25,183,631
Additional paid-in capital - convertible subordinated
debenture and warrants 8,630,491 8,630,491
Accumulated deficit (37,024,190) (36,983,034)
------------ ------------
TOTAL STOCKHOLDERS' EQUITY 4,785,261 4,597,633
------------ ------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 15,526,602 $ 15,295,184
============ ============
</TABLE>
See Notes to Consolidated Financial Statements.
Page 4
<PAGE>
HYPERFEED TECHNOLOGIES, INC.
Consolidated Statements of Operations
<TABLE>
<CAPTION>
For The Six Months Ended
-----------------------------------------------------------------------------------------
June 30, June 30,
2000 1999
(Unaudited) (Unaudited)
-----------------------------------------------------------------------------------------
<S> <C> <C>
REVENUE
HyperFeed Services $ 10,253,145 $ 8,528,508
PCQuote.com Services 13,098,468 6,943,801
------------ ------------
TOTAL REVENUE 23,351,613 15,472,309
------------ ------------
DIRECT COST OF SERVICES
HyperFeed Services 6,223,838 6,591,629
PCQuote.com Services 9,744,257 5,789,124
------------ ------------
TOTAL DIRECT COST OF SERVICES 15,968,095 12,380,753
------------ ------------
GROSS MARGIN 7,383,518 3,091,556
------------ ------------
OPERATING EXPENSES
Sales 2,048,293 1,792,089
General and administrative 2,536,268 2,390,227
Product and market development 1,877,720 1,150,677
Depreciation and amortization 889,020 525,635
------------ ------------
TOTAL OPERATING EXPENSES 7,351,301 5,858,628
------------ ------------
INCOME (LOSS) FROM OPERATIONS 32,217 (2,767,072)
------------ ------------
OTHER INCOME (EXPENSE)
Interest income 30,136 22,584
Interest expense (107,378) (28,897)
Loss on sale of minority interest in PCQuote.com, Inc. -- (88,386)
------------ ------------
NET OTHER EXPENSE (77,242) (94,699)
------------ ------------
INCOME (LOSS) BEFORE INCOME TAXES AND
MINORITY INTEREST (45,025) (2,861,771)
INCOME TAXES -- --
------------ ------------
INCOME (LOSS) BEFORE MINORITY INTEREST (45,025) (2,861,771)
Minority interest in loss 3,869 21,822
------------ ------------
NET INCOME (LOSS) $ (41,156) $ (2,839,949)
============ ============
Basic net income (loss) per share $ 0.00 $ (0.19)
Diluted net income (loss) per share $ 0.00 $ (0.19)
Basic weighted-average common shares outstanding 15,621,768 14,588,890
Diluted weighted-average common shares outstanding 15,621,768 14,588,890
----------------------------------------------------------------------------------------
</TABLE>
See Notes to Consolidated Financial Statements.
Page 5
<PAGE>
HYPERFEED TECHNOLOGIES, INC.
Consolidated Statements of Operations
<TABLE>
<CAPTION>
For The Three Months Ended
-----------------------------------------------------------------------------------------
June 30, June 30,
2000 1999
(Unaudited) (Unaudited)
-----------------------------------------------------------------------------------------
<S> <C> <C>
REVENUE
HyperFeed Services $ 5,401,314 $ 4,366,871
PCQuote.com Services 7,098,522 3,685,160
------------ ------------
TOTAL REVENUE 12,499,836 8,052,031
------------ ------------
DIRECT COST OF SERVICES
HyperFeed Services 3,201,950 3,490,024
PCQuote.com Services 5,281,829 3,519,250
------------ ------------
TOTAL DIRECT COST OF SERVICES 8,483,779 7,009,274
------------ ------------
GROSS MARGIN 4,016,057 1,042,757
------------ ------------
OPERATING EXPENSES
Sales 969,342 911,251
General and administrative 1,380,619 1,340,540
Product and market development 1,058,236 556,912
Depreciation and amortization 461,349 282,805
------------ ------------
TOTAL OPERATING EXPENSES 3,869,546 3,091,508
------------ ------------
INCOME (LOSS) FROM OPERATIONS 146,511 (2,048,751)
------------ ------------
OTHER INCOME (EXPENSE)
Interest income 16,733 15,072
Interest expense (55,329) (13,905)
Loss on sale of minority interest in PCQuote.com, Inc. -- (88,386)
------------ ------------
NET OTHER EXPENSE (38,596) (87,219)
------------ ------------
INCOME (LOSS) BEFORE INCOME TAXES AND
MINORITY INTEREST 107,915 (2,135,970)
INCOME TAXES -- --
------------ ------------
INCOME (LOSS) BEFORE MINORITY INTEREST 107,915 (2,135,970)
Minority interest in loss -- 21,822
------------ ------------
NET INCOME (LOSS) $ 107,915 $ (2,114,148)
============ ============
Basic net income (loss) per share $ 0.01 $ (0.14)
Diluted net income (loss) per share $ 0.00 $ (0.14)
Basic weighted-average common shares outstanding 15,636,791 14,796,041
Diluted weighted-average common shares outstanding 23,408,903 14,796,041
-----------------------------------------------------------------------------------------
</TABLE>
See Notes to Consolidated Financial Statements.
Page 6
<PAGE>
HYPERFEED TECHNOLOGIES, INC.
Consolidated Statements of Cash Flows
<TABLE>
<CAPTION>
For The Six Months Ended
---------------------------
June 30, June 30,
2000 1999
(Unaudited) (Unaudited)
----------- -----------
<S> <C> <C>
Cash Flows from Operating Activities:
Net loss $ (41,156) $(2,839,949)
Adjustments to reconcile net loss to net cash provided by
(used in) operating activities:
Depreciation and amortization of property and equipment 889,020 525,635
Provision for doubtful accounts 143,400 430,000
Amortization of software development costs 1,332,311 1,171,417
Amortization of value assigned to common stock warrant
issued in lieu of cash license fees 840,000 350,000
Common stock issued in lieu of cash compensation -- 39,886
Minority interest in loss (3,869) (21,822)
Loss on sale of minority interest in PCQuote.com, Inc. -- 88,386
Changes in assets and liabilities:
Accounts receivable (2,189,836) (1,213,281)
Prepaid expenses and other current assets (95,890) (479,882)
Deposits and other assets 5,138 115,986
Accounts payable 1,268,222 (893,497)
Accrued expenses (1,101,198) 1,595,991
Accrued satellite termination fees (300,000) --
Accrued income taxes payable -- (3,161)
Unearned revenue 580,635 480,088
----------- -----------
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES 1,326,777 (654,203)
----------- -----------
Cash Flows From Investing Activities:
Purchase of property and equipment (993,732) (885,731)
Software development costs capitalized (602,976) (609,163)
----------- -----------
NET CASH USED IN INVESTING ACTIVITIES (1,596,708) (1,494,894)
----------- -----------
Cash Flows From Financing Activities:
Proceeds from issuance of common stock, net 228,784 2,997,873
Principal payments on notes payable (400,000) (150,000)
----------- -----------
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES (171,216) 2,847,873
----------- -----------
Net increase (decrease) in cash and cash equivalents (441,147) 698,776
Cash and cash equivalents:
Beginning of the period 1,452,186 1,139,785
----------- -----------
End of the period $ 1,011,039 $ 1,838,561
=========== ===========
</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 enhancements to its existing Windows-based
private network and Internet services, 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- 2000 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 2000
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 2000 and
HyperFeed 2000 with analytics to the business-to-business marketplace, while
PCQuote.com services primarily consist of analytics service, powered by
HyperFeed 2000, 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 June 30, 2000). The loan
is collateralized by substantially all assets of the Company.
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 June 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.
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., 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 June 30, 2000
and June 30, 1999 is as follows:
<TABLE>
<CAPTION>
June 30, 2000 June 30, 1999
------------- -------------
AMOUNT % AMOUNT %
------------ ------ ----------- ------
<S> <C> <C> <C> <C>
SALES TO UNAFFILIATED CUSTOMERS:
HyperFeed services $ 5,401,314 43.2% $ 4,366,871 54.2%
PCQuote.com services 7,098,522 56.8% 3,685,160 45.8%
------------ -----------
Total revenue $ 12,499,836 100.0% $ 8,052,031 100.0%
============ ===========
OPERATING INCOME (LOSS):
HyperFeed services $ 2,470 1.7% $ (370,128) 18.1%
PCQuote.com services 144,041 98.3% (1,678,623) 81.9%
------------ -----------
Total operating income (loss) $ 146,511 100.0% $ (2,048,751) 100.0%
============ ===========
IDENTIFIABLE ASSETS:
HyperFeed services $ 6,439,574 41.5% $ 7,361,671 42.7%
PCQuote.com services 9,087,028 58.5% 9,865,491 57.3%
------------ -----------
Total identifiable assets $ 15,526,602 100.0% $ 17,227,162 100.0%
============ ===========
</TABLE>
Revenues from A.B. Watley Group, Inc., PCQuote.com's largest customer,
represent approximately 26.9% of the Company's consolidated revenues for the
quarter ended June 30, 2000.
Page 10
<PAGE>
HYPERFEED TECHNOLOGIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Financial information relating to industry segments for the six months ended
June 30, 2000 and June 30, 1999 is as follows:
<TABLE>
<CAPTION>
June 30, 2000 June 30, 1999
------------- -------------
AMOUNT % AMOUNT %
----------- ------ ----------- ------
<S> <C> <C> <C> <C>
SALES TO UNAFFILIATED CUSTOMERS:
HyperFeed services $10,253,145 43.9% $ 8,528,508 55.1%
PCQuote.com services 13,098,468 56.1% 6,943,801 44.9%
----------- -----------
Total revenue $23,351,613 100.0% $15,472,309 100.0%
=========== ===========
OPERATING INCOME (LOSS):
HyperFeed services $ 160,182 N/A $ (805,204) 29.1%
PCQuote.com services (127,965) N/A (1,961,868) 70.9%
----------- -----------
Total operating income (loss) $ 32,217 N/A $(2,767,072) 100.0%
=========== ===========
IDENTIFIABLE ASSETS:
HyperFeed services $ 6,439,574 41.5% $ 7,361,671 42.7%
PCQuote.com services 9,087,028 58.5% 9,865,491 57.3%
----------- -----------
Total identifiable assets $15,526,602 100.0% $ 17,227,162 100.0%
=========== ===========
</TABLE>
Revenues from A.B. Watley Group, Inc., PCQuote.com's largest customer,
represent approximately 24.3% of the Company's consolidated revenues for the
six months ended June 30, 2000.
(5) COMMITMENTS AND CONTINGENCIES
In connection with the formation and transfer of its Internet 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
SCREAMINGMEDIA SELECTS HYPERFEED AS EXCLUSIVE PROVIDER OF FINANCIAL MARKET DATA
TO DELIVER MARKET QUOTES TO WEB SITES AND WIRELESS DEVICES
On June 6, 2000, ScreamingMedia, an aggregator and distributor of digital
content on the Internet, announced that it will be delivering HyperFeed 2000
stock quotes and other financial market data to customers in its network.
Stock quotes are the latest addition to ScreamingMedia's offering.
ScreamingMedia aggregates news and feature content from its network of content
providers and filters it to match the specific editorial profiles of its
customers. ScreamingMedia currently delivers content to over 800 general and
niche Web sites, portals, and wireless services, including About.com, Yupi and
Microsoft's MoneyCentral. We will be the exclusive provider of stock and market
quotes to ScreamingMedia. Web sites and wireless devices that sign up for the
new ScreamingMedia service will be able to offer their users delayed quotes from
all the major U.S. exchanges, as well as an overview of major indexes and
watch-lists of specific stocks users want to monitor. Like all content from
ScreamingMedia, HyperFeed 2000 stock quotes are intended to be seamlessly
integrated into the look and feel of the customer's site.
Page 12
<PAGE>
PART I. ITEM 2
Management's Discussion and Analysis of
Results of Operations and Financial Condition (continued)
HYPERFEED, TACHYON SYSTEMS TEAM UP TO DELIVER INSTANTANEOUS, COMPREHENSIVE,
ON-LINE REAL-TIME MARKET ANALYSIS
On June 1, 2000, we announced that we will provide real-time HyperFeed 2000
market data for Tachyon Systems, L.L.C.'s FalconEye on-line analytical service.
The service is available through FalconEye.com, a Web site featuring a set of
tools that allows investors to perform true real time analysis of Nasdaq Level
II data (the entire inventory of all bids and offers). Investors have the power
to assess the performance of the over 6,500 Nasdaq stocks in real time, enabling
them to identify investment opportunities literally as they become available.
FalconEye's use of powerful proprietary algorithms applied to HyperFeed's live
Nasdaq Level II data streams gives investors tools to help them analyze stocks,
identify potential investments, and even optimize trades. The service also
includes a variety of features including FalconEye Level II View, FalconEye
Tracker LiveMap(TM), FalconEye Alerts Monitor, and the FalconEye Order
Optimizer. These features allow investors to perform a variety of real-time
individual stock and market analyses.
HYPERFEED TECHNOLOGIES ANNOUNCES RELEASE OF ORBIT LEVEL II
On May 24, 2000, we announced that our subsidiary, PCQuote.com, released Orbit
Level II, an enhanced version of its Orbit analytical software that features
access to Nasdaq Level II. With Orbit Level II's new Market Maker Nasdaq Level
II application, PCQuote.com subscribers can tap into the inside market.
Utilizing a Microsoft Windows platform, Orbit features real-time quotes from
HyperFeed 2000, the most extensive market-data pipeline in North America,
carrying quotes on more than 600,000 stock, option, and commodities issues.
Orbit provides online investors with the analytical tools and access to
complete, real-time financial market data that will enable them to make informed
investment decisions.
With over 600 registered users to date, Orbit features analytical applications
that can run individually or concurrently, depending upon users' investment
styles. Features range from quote grids and news, to options quotes and Nasdaq
Level II. PCQuote.com offers two affordable levels of service. An Orbit Level
One subscription costs $55 per month and Orbit Level Two runs $125 per month.
Level One features ten trading applications and real-time HyperFeed 2000 quotes,
and Level Two features Level One functionality with the added benefit of access
to the new Market Maker Nasdaq Level II application.
NATIONAL DISCOUNT BROKERS FIRST CLIENT FOR HYPERFEED'S NEOSPHERE E-BUSINESS
SOLUTION
On May 16, 2000, we announced that we will provide our Neosphere e-business
solution to National Discount Brokers Corporation/ndb.com, a leading Internet
brokerage and financial services company. A subsidiary of National Discount
Brokers Group, Inc. (NYSE: NDB), NDB/ndb.com will use Neosphere, HyperFeed's
complete front-end software and back-end administration solution to provide its
own private-labeled market data display and analysis software via the Internet.
Neosphere seamlessly integrates HyperFeed 2000 financial market data, a
private-label version of Apogee, HyperFeed's new proprietary trading
application, customizable online client sign-up pages and HyperFeed's Account
Administration System ("AAS") which performs all administrative functions
including billing, reporting, service authorization and exchange-required VARS
reporting. Ideally suited for broker-dealers, Web sites and Internet portals,
Neosphere's all-encompassing system automates the customer application,
authorization, data delivery and control, billing and reporting process,
significantly lowering the barriers to Internet market data redistribution.
Page 13
<PAGE>
PART I. ITEM 2
Management's Discussion and Analysis of
Results of Operations and Financial Condition (continued)
HYPERFEED ADDS BRAZIL TO INTERNATIONAL DISTRIBUTION CHANNEL AND SIGNS ZAPQUOTE
TO REDISTRIBUTE HYPERFEED 2000 MARKET DATA IN BRAZIL
On April 19, 2000, we announced that ZapQuote S.A., a vendor of Latin American
financial market data, has signed a three-year agreement to redistribute
HyperFeed 2000 market data in Brazil. The partnership is a direct result of our
international expansion plans.
Under the terms of the agreement, ZapQuote will offer HyperFeed 2000 North
American market data, in addition to ZapQuote's local Brazilian market content,
to the company's client base of over 5000 Brazilian end users. ZapQuote will
redistribute HyperFeed 2000 to its client base via FM Wireless and the Internet.
HYPERFEED MARRIES STREAMING REAL-TIME MARKET DATA, IP MULTICAST AND THE INTERNET
On April 7, 2000, we announced that we will be employing IP Multicast technology
to deliver real-time streaming market data over the Internet. We are also
implementing channelization utilizing IP Multicast technology across the
Internet, enabling our clients to subscribe to specific channels of data rather
than the entire datafeed of 600,000 stocks, options and commodities - reducing
bandwidth requirements on a per issue basis. For example, a customer that wants
only equities data, but not options and commodities, can subscribe to and
receive only the equity channel - reducing their bandwidth requirements and
costs.
Page 14
<PAGE>
PART I. ITEM 2
Management's Discussion and Analysis of
Results of Operations and Financial Condition (continued)
RESULTS OF OPERATIONS:
FOR THE SIX MONTHS AND QUARTER ENDED JUNE 30, 2000 AND 1999
Total revenue increased $7.9 million, or 50.9%, to $23.4 million for the six
months ended June 30, 2000, and $4.4 million, or 55.2%, to $12.5 million for the
quarter ended June 30, 2000 versus the comparable prior year periods. Our
HyperFeed services and PCQuote.com services both posted increases for the first
six months of 2000 over 1999 and for the quarter ended June 30, 2000 over 1999.
For the first six months of 2000, HyperFeed service revenue increased $1.7
million, or 20.2%, to $10.3 million in 2000 as compared to the same period in
1999. For the quarter ended June 30, 2000, HyperFeed service revenue increased
$1.0 million, or 23.7%, from $4.4 million in 1999 to $5.4 million in 2000.
Revenue growth was experienced through increases in analytics subscriptions and
datafeed license fees. Revenue from our PCQuote.com services increased $6.2
million, or 88.6%, to $13.1 million for the first six months of 2000 from $6.9
million for the same period in 1999. For the second quarter in 2000, revenue
from PCQuote.com services increased $3.4 million, or 92.6%, from $3.7 million in
1999 to $7.1 million in 2000. The increase is 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 half of 2000.
Direct costs of services increased $3.6 million, or 29.0%, to $16.0 million for
the six months ended June 30, 2000 from $12.4 million for the comparable 1999
period, and increased $1.5 million, or 21.0%, to $8.5 million for the quarter
ended June 30, 2000 as compared to $7.0 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 in subscribers to both of our
PCQuote.com and HyperFeed analytics services. Amortization of software
development costs increased for the six months from $1.2 million in 1999 to $1.3
million in 2000. Also included in the first six months of 2000 is an $840,000
non-cash charge, versus $350,000 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. Gross margin
increased $4.3 million, or 138.8%, to $7.4 million for the first six months of
2000 from $3.1 million for the same period in 1999, and increased $3.0 million,
or 285.1%, to $4.0 million for the quarter ended June 30, 2000 from $1.0 million
for the comparable 1999 period.
Direct costs associated with HyperFeed services decreased from $6.6 million for
the six months ended June 30, 1999 to $6.2 million for the first six months of
2000, a 5.6% decrease. For the quarter ended June 30, 2000, direct costs
associated with HyperFeed services were $3.2 million, an 8.3% decrease from $3.5
million in the same period of 1999. Increases in license and exchange fees 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 24.4% to $783,000 for
the first six months of 2000 from $630,000 for the same period in 1999. For the
quarter ended June 30, 2000, amortization of software development costs
increased 24.0% to $406,000, from $328,000 in the second quarter of 1999. For
the first six months of 2000, resulting gross margin increased $2.1 million, or
108.0%, to $4.0 million in 2000 from $1.9 million in 1999. For the quarter ended
June 30, 2000, the resulting gross margin for HyperFeed services was $2.2
million, an increase of $1.3 million, or 150.8%, from the $0.9 million
recognized in the second quarter of 1999.
Direct costs associated with PCQuote.com services increased to $9.7 million for
the first six months of 2000 from $5.8 million in the comparable 1999 period, a
68.3% increase. For the quarter ended June 30, 2000, direct costs associated
with PCQuote.com services were $5.3 million, a 50.1% increase from $3.5 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
increase in direct costs. Software amortization was essentially unchanged for
the first six months at $549,000 in 2000 and $542,000 in 1999, and for the
second quarter at $275,000 in 2000 and $273,000 in 1999. The gross margin on
PCQuote.com services increased to $3.4 million for the first six months of 2000
from $1.1 million in the comparable 1999 period. PCQuote.com services gross
margin increased from $166,000 in the second quarter of 1999 to $1.8 million for
the same period in 2000.
Page 15
<PAGE>
PART I. ITEM 2
Management's Discussion and Analysis of
Results of Operations and Financial Condition (continued)
Our largest client, A.B. Watley Group, Inc., has indicated that they intend to
switch from a private-label version of third-party software, provided by our
subsidiary, PCQuote.com, to a pure HyperFeed datafeed customer using their
proprietary software application. Once the transition, which could commence
as early as the third quarter, is completed, we will no longer pay royalty
fees for the third-party software services or exchange fees on that business.
As its customers are moved, PCQuote.com's revenue will decrease, as will its
associated obligations for payments of royalties and exchange fees, and
HyperFeed service revenue will increase with little or no increase in direct
costs. On a consolidated basis, the end result will be a decline in revenue,
since the private-label per user charge has a higher gross price, coupled
with a corresponding decline in direct costs resulting in an increase in the
gross margin percentage. While that shift will result in a decrease in total
revenue, gross and net margins are still expected to increase.
Total operating expenses increased 25.5% to $7.4 million for the six months
ended June 30, 2000 from $5.9 million for the comparable 1999 period, and
increased 25.2% to $3.9 million for the quarter ended June 30, 2000 as compared
to $3.1 million for the comparable 1999 period. Increases were experienced in
all categories to support the growth in revenue and new service offerings.
Sales costs increased 14.3% to $2.0 million for the first six months of 2000 as
compared to $1.8 million for the same 1999 period. For the second quarter of
2000, sales costs were $969,000, a 6.4% increase from the prior year period of
$911,000. The increase in sales costs was directly attributable to the growth in
revenue.
General and administrative expenses increased 6.1% to $2.5 million in the first
six months of 2000 from $2.4 million for the first six months of 1999. For the
quarter ended June 30, 2000, general and administrative expenses increased 3.0%
to $1.4 million from $1.3 million in same period in 1999. The increase was
principally due to additional personnel and related costs required in support of
the increase in business.
Product and market development costs increased 63.2% to $1,9 million for the six
months ended June 30, 2000 from $1.2 million for the comparable 1999 period, and
increased 90.0% to $1.1 million for the quarter ended June 30, 2000 as compared
to $557,000 for the comparable 1999 period. The increase was due to an expansion
of our development and marketing efforts for our existing and new services and
markets.
Depreciation and amortization increased 69.1% to $889,000 for the first six
months of 2000 from $526,000 for the comparable 1999 period, and increased 63.1%
to $461,000 in the second quarter of 2000 from $283,000 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 $107,000 for the first six months of 2000 or $78,000 more
than the $29,000 recognized for the first six months of 1999. For second quarter
of 2000, interest expense was $55,000 compared to $14,000 in the same period of
1999. The increase reflects the interest incurred on the $2.0 million borrowing
from Motorola, Inc. by PCQuote.com in September 1999.
Page 16
<PAGE>
PART I. ITEM 2
Management's Discussion and Analysis of
Results of Operations and Financial Condition (continued)
LIQUIDITY AND CAPITAL RESOURCES
FOR THE SIX MONTHS AND QUARTER ENDED JUNE 30, 2000 AND 1999
Net cash and cash equivalents decreased $441,000 from year-end 1999 to
$1,011,000 at the end of the second quarter of 2000. The decrease was
principally due to a temporary increase in outstanding accounts receivable.
Expenditures for new equipment were $994,000, an increase of $108,000, or 12.2%,
from $886,000 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 of $603,000
for the six months ended June 30, 2000 were essentially unchanged from the
$609,000 for the same period for 1999. There were no new direct borrowings
during the six months, and the Company repaid $150,000 of the principal balance
on the bank term loan and $250,000 on the note payable to Motorola. We received
approximately $229,000 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 $3.1 million for the first six months of 2000 from a $720,000
EBITDA deficit for the comparable 1999 period, and increased to $1.7 million for
the second quarter of 2000 as compared to an $816,000 EBITDA deficit for the
same period in 1999. Reducing EBITDA by capitalized software costs and equipment
purchases resulted in positive cash flows of $1.5 million for the six months
ending June 30, 2000 as compared to a deficit of $2.2 million for the same
period in 1999, and, for the quarter ending June 30, 2000, resulted in positive
cash flows of $823,000 as compared to a deficit of $1.8 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
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
six-month period ended June 30, 2000. For additional information, refer to the
Company's Annual Report on Form 10-K for the fiscal year ended December 31,
1999.
Page 17
<PAGE>
PART II. OTHER INFORMATION
ITEM 2. CHANGES IN SECURITIES
During the first and second quarters of 2000, we issued 20,651 and 30,054 shares
of our common stock, respectively, to employees, who purchased the shares under
our Employee Stock Purchase Plan.
During the first and second quarters of 2000, 22,799 and 834 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 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The annual meeting of the stockholders of HyperFeed Technologies, Inc. was held
on May 17, 2000. The following proposals were submitted, considered and voted
upon, as indicated below, by the stockholders.
1. To elect seven members to our Board of Directors to serve until the 2001
Annual Meeting, or until their successors are elected and shall have qualified.
<TABLE>
<CAPTION>
Director Shares For Shares Against Shares Withheld
---------------------- ------------------ ---------------------- --------------------
<S> <C> <C> <C>
Jim R. Porter 13,420,848 472,205
---------------------- ------------------ ---------------------- --------------------
John R. Hart 13,405,563 487,490
---------------------- ------------------ ---------------------- --------------------
Timothy K. Krauskopf 13,427,178 465,875
---------------------- ------------------ ---------------------- --------------------
Ronald Langley 13,408,860 484,193
---------------------- ------------------ ---------------------- --------------------
Louis J. Morgan 13,432,555 460,498
---------------------- ------------------ ---------------------- --------------------
Kenneth J. Slepicka 13,422,612 470,441
---------------------- ------------------ ---------------------- --------------------
John L. Borling 13,419,300 473,753
---------------------- ------------------ ---------------------- --------------------
</TABLE>
Vote totals include count of 100 votes for each of the 47,866 preferred shares
voted.
2. To amend the 1999 Combined Incentive and Non-Statutory Stock Option Plan to
authorize an additional 1,000,000 shares.
<TABLE>
<CAPTION>
Shares For Shares Against Abstentions
------------------ ---------------------- --------------------
<S> <C> <C> <C>
12,965,936 875,064 52,053
------------------ ---------------------- --------------------
</TABLE>
Vote totals include count of 100 votes for each of the 47,866 preferred shares
voted.
3. To approve and ratify the appointment of KPMG LLP as our independent auditors
for 2000.
<TABLE>
<CAPTION>
Shares For Shares Against Abstentions
---------------------- ------------------ ---------------------- --------------------
<S> <C> <C> <C>
13,812,002 65,351 15,700
---------------------- ------------------ ---------------------- --------------------
</TABLE>
Vote totals include count of 100 votes for each of the 47,866 preferred shares
voted.
No other matters were submitted for vote.
Page 18
<PAGE>
PART II. OTHER INFORMATION (continued)
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.
<TABLE>
<CAPTION>
<S> <C>
Date: August 7, 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
</TABLE>
Page 20
