UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-Q
QUARTERLY REPORT UNDER SECTION 13 OR 15 (D) OF
THE SECURITIES EXCHANGE ACT OF 1934
Quarter: September 30, 1995 Commission File Number:33-22264-FW
MARKET DATA CORP.
_________________________________________________________________
(Exact name of registrant as specified in its charter)
TEXAS 76-0252235
_________________________________________________________________
(State or other jurisdiction (I.R.S. Employer incorporation
of organization) or Identification No.)
14505 Torrey Chase Blvd., Suite 410,
Houston, Texas 77014
_________________________________________________________________
(Address of principal executive offices) (Zip Code)
(713) 586-8686
_________________________________________________________________
(Registrant's telephone number, including area code)
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.
X Yes No
_____ _____
The number of shares outstanding of each of the issuer's
classes of stock, as of September 30, 1995, are as follows:
Class of Securities Shares Outstanding
___________________ __________________
Common Stock,
$.001 par value 5,589,000
INDEX
MARKET DATA CORP.
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Balance Sheets (Unaudited):
As of September 30, 1995 and March 31, 1995 3
Statements of Operation (Unaudited):
For the Three Months and the Six Months Ended
September 30, 1995 and 1994 5
Statement of Cash Flows (Unaudited):
For the Six Months Ended September 30, 1995
and 1994 6
Note to Financial Statements:
As of September 30, 1995 (Unaudited) 7
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 8
PART II. OTHER INFORMATION
Item 1. Legal Proceedings 11
Item 2. Change in Securities 12
Item 3. Defaults Upon Senior Securities 12
Item 4. Submission of Matters to a Vote of Security
Holders 12
Item 5. Other Information 12
Item 6. Exhibits and Reports on Form 8-K 12
Signatures 13
MARKET DATA CORP
BALANCE SHEET
(Unaudited)
<TABLE>
Sept. 30, March 31,
1995 1995
____________ ____________
<S> <C> <C>
ASSETS
Current Assets
Cash and cash equivalents $ 111,021 $ 106,999
Accounts receivable 39,487 37,511
Inventory 6,631 4,715
Prepaid expenses 4,825 3,763
Federal Income tax receivable 18,385 24,161
Receivable from InfoPlan 189,569 190,732
____________ ____________
Total Current Assets 369,918 367,881
Property and Equipment, net of
accumulated depreciation of
$44,099 and $39,133 at
Sept 30 and March 31,
1995 respectively 15,589 20,555
Other Assets
Customer database, net of
accumulated amortization of
$62,792 and $56,198 at
Sept 30 and March 31,
1995 respectively 1,303 7,897
Officer receivables 55,560 55,322
Investment in equity securities 24,000 24,000
Note receivable from InfoPlan 168,826 168,826
____________ ____________
Total Other Assets 249,689 256,045
____________ ____________
$ 635,196 $ 644,481
============ ============
</TABLE>
<TABLE>
Sept 30, March 31,
1995 1995
____________ ____________
LIABILITIES AND STOCKHOLDERS' EQUITY
<S> <C> <C>
Current Liabilities
Accounts payable $ 28,506 $ 44,397
Payroll and sales tax payable 136 785
Customer deposits 900 900
____________ ____________
Total Current Liabilities 29,542 46,082
Stockholders' Equity
Common stock; $.001 par value;
50,000,000 shares authorized;
5,589,000 and 5,565,000 shares
issued and outstanding at
September 30 and March 31,
1995, respectively 5,589 5,565
Additional paid in capital 309,809 301,675
Retained earnings 290,256 291,159
____________ ____________
Total Stockholders' Equity 605,654 598,399
____________ ____________
$ 635,196 $ 644,481
============ ============
</TABLE>
<TABLE>
MARKET DATA CORP.
STATEMENTS OF OPERATION
(Unaudited)
Three Months Ended Six Months Ended
September 30 September 30
___________________ __________________
1995 1994 1995 1994
<S> <C> <C> <C> <C>
Revenues
Product and
Software sales $127,756 $152,249 $246,063 $366,787
Other revenues 0 0 0 302
_________ _________ _________ _________
127,756 152,249 246,063 367,089
Costs and Expenses
Operating costs 49,027 85,391 97,772 222,977
General and
administrative 79,900 79,813 149,194 156,161
_________ _________ _________ _________
128,927 165,204 246,966 379,138
_________ _________ _________ _________
Pre-Tax Loss
From Operating (1,171) (12,955) (903) (12,049)
Income Tax Expense 0 0 0 0
_________ _________ _________ _________
Net Loss (1,171) (12,955) (903) (12,049)
========= ========= ========= =========
Net Loss Per
Common Share $ 0 $ (.002) $ 0 $ (.002)
========= ========= ========= =========
Weighted Average
Shares Outstanding 5,589,000 5,565,000 5,586,840 5,565,000
========= ========= ========= =========
</TABLE>
<TABLE>
MARKET DATA CORP.
STATEMENTS OF CASH FLOWS
(Unaudited)
Six Months Ended
September 30
________________________
1995 1994
___________ ___________
<S> <C> <C>
Cash Flows From Operating Activities
Net Income $ (903) $ (12,049)
Reconciliation of net income
to net cash provided by
(used in) operating activities:
Depreciation and amortization 11,560 11,866
(Increase) Decrease in:
Accounts receivable (1,976) 409,993
Officer receivables (238) (13,800)
Federal Income tax receivables 5,776 0
Inventory (1,916) (2,336)
Prepaid expenses (1,062) (4,950)
Receivable from InfoPlan 1,163 (84,469)
Increase (Decrease) in:
Accounts payable (15,891) (8,050)
Accrued compensation 0 (30,000)
Payroll and sales tax payable (649) (738)
Federal Income tax payable 0 (168,000)
__________ ___________
Net Cash Provided by (Used in)
Operating Activities (4,136) 97,467
Cash Flows From Investing Activities
Purchases of property and equipment 0 (1,841)
Advances on note receivable 0 (16,563)
__________ ___________
Net Cash Used in Investing Activities 0 (18,404)
Cash Flows From Financing Activities
Proceeds from issuance of stock 8,158 2,500
__________ ___________
Net Cash Provided by Financing
Activities 8,158 2,500
__________ ___________
Net Increase in Cash and
Cash Equivalents 4,022 81,563
Cash and Cash Equivalents-
Beginning of Period 106,999 7,080
__________ ___________
Cash and Cash Equivalents-
End of Period $111,021 $ 88,643
========== ===========
</TABLE>
MARKET DATA CORP.
NOTE TO FINANCIAL STATEMENTS
SEPTEMBER 30, 1995
(Unaudited)
The financial information included herein is unaudited; however,
such information reflects all adjustments (consisting solely of
normal recurring adjustments) which are, in the opinion of
management, necessary for a fair statement of results for the
interim period. Such results are not necessarily indicative of a
full year's operation.
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations.
Liquidity and Capital Resources
During the six-month period ended September 30, 1995, the Company
experienced a net increase in cash of $4,022. Of this amount
$4,136 was used for Operating Activities while $8,158 was
provided from Financing Activities. Operating Activities
included an increase in accounts receivable of $1,976 and a
decrease in accounts payable of $15,891. The Financing
Activities were the result of 24,000 shares of stock issued under
Regulation S-8 as compensation for consulting services rendered.
The Company's current ratio improved from 8.0 at March 31, 1995
to 12.5 at September 30, 1995.
During the six-month period ended September 30, 1994, the Company
experiences a net increase in cash of $81,563. Of this amount,
$97,467 was provided by Operating Activities and $2,500 was
provided by Financing Activities, while $18,404 was used in
Investing Activities. Operating Activities included the receipt
of $400,000 from Data Broadcasting Corp. for the sale of license
agreements and a federal income tax payment of $175,000. The
Financing Activities were the result of the exercise of an
employee stock option. The Investing Activities were for the
purchase of equipment and advances on notes receivable. The
Company's current ratio improved from 2.6 at March 31, 1994, to
18.5 at September 30, 1994.
During the six-month period ended September 30, 1995, the Company
experienced a decrease in the sale of hardware, software and text
services, but also experienced significant decreases in costs and
expenses. This contributed to the Company's positive cash flow
of $4,022.
The capital expenditures for the current year are anticipated at
approximately $15,000, higher than previous year. These
expenditures will be for computer systems. Funding for these
expenditures will be from current operations. For periods beyond
one year, the Company anticipates that any required expenditures
can be financed from current operations.
Results of Operations
During the three-months ended September 30, 1995 (the quarter),
the Company generated revenues of $127,756, as compared to gross
revenues of $152,249 for the same period of the previous year, a
decrease of 16%. The following is an analysis of the sales by
major product line with related changes from the same period of
the previous year.
<TABLE>
Sept 30, Sept 30, Net Change
1995 1994 Amount Percent
__________ __________ __________ _________
<S> <C> <C> <C> <C>
Hardware Sales $ 2,216 $ 5,041 $ (2,825) (56)
Software Sales $ 20,815 $ 50,754 $ (29,939) (59)
Text Service $ 104,725 $ 96,454 $ 8,271 9
</TABLE>
During the six-months ended September 30, 1995, the Company
generated revenues of $246,063, as compared to gross revenue of
$367,098 for the same period of the previous year, a decrease of
33%. The following is an analysis of the sale by major product
line with related changes from the same period of the previous
year.
<TABLE>
Sept 30, Sept 30, Net Change
1995 1994 Amount Percent
__________ __________ __________ _________
<S> <C> <C> <C> <C>
Hardware Sales $ 6,032 $ 13,082 $ (7,050) (54)
Software Sales $ 41,219 $ 154,015 $(112,796) (73)
Text Sales $ 198,812 $ 199,690 $ (878) 0
</TABLE>
The following is an analysis of the gross profit by major product
line for the three-months ended September 30, 1995 (the quarter),
with related changes from the same period of the previous year.
<TABLE>
Sept 30, Sept 30, Net Change
1995 1994 Amount Percent
<S> <C> <C> <C> <C>
________ _________ __________ ________
Hardware Sales $ 1,542 $ 3,396 $ (1,854) (55)
Software Sales $ 1,533 $ (4,839) $ 6,372 132
Text Sales $ 78,951 $ 71,571 $ 7,380 10
</TABLE>
The following is an analysis of the gross profit by major product
line for the six-months ended September 30, 1995, with related
changes from the same period of the previous year.
<TABLE>
Sept 30, Sept 30, Net Change
1995 1994 Amount Percent
__________ __________ __________ ________
<S> <C> <C> <C> <C>
Hardware Sales $ 3,012 $ 10,266 $ (7,254) (71)
Software Sales $ 3,046 $ (9,189) $ 12,235 133
Text Sales $ 148,827 $ 149,292 $ (465) 0
</TABLE>
Hardware Sales and Gross Profit
The Company continued to have a decrease in hardware sales and
gross profit. This decrease is due primarily to the changes in
marketing strategy of Data Broadcasting Corp. (DBC), the
Company's main supplier of hardware. As of July 1, 1993, DBC
ceased using dealers to ship merchandise. The Company now
receives only a commission for the sale of a Quotrek and a
Signal.
Software Sales and Gross Profits
Software sales for the six-month period decreased 73%. However,
gross profit increased 133%, due to the Company's efforts to hold
fulfillment cost to a minimum. Due to a declining market and low
profit margins for software products, management has decided not
to publish a 1995-96 catalog. The Company will continue to sell
software at a discounted price, but will hold advertising
expenditures to a minimum.
Text Service and Gross Profit
In October, 1991, the Company started the development of a new
product called Text Service. This service is a digest of today's
leading investment advisors' market analysis. This digest is
broadcast daily to customers of Data Broadcasting Corporation,
Bonneville Market Information Company, Global Market Information,
Inc., and Data Transmission Network Corporation. This product of
Text Service is called MarketLine.
On March 24, 1993, the Company signed an agreement with Prodigy
Services Company to broadcast a Text Service to Prodigy
subscribers called the Wall Street Edge. Broadcasting of this
product commenced in April, 1993. As of June 1, 1995, Prodigy
began a more aggressive advertising/marketing campaign for the
Wall Street Edge. Also in June 1995, Wall Street by Fax, Inc.
(WSBF) a New York City based provider of fax-on demand financial
information, began advertising the Company's financial
digest,under the name Wall Street Whispers.
Both products have incurred a slight decrease in sales and gross
profit for the six month period, compared to the same period of
the previous year. However, management is hopeful of an increase
in the number of subscribers as evidenced by the increase in
sales and gross profit of 9% and 10%, respectively, for the
quarter, compared to the same quarter of the previous year. This
division continues to contribute significantly to the overall
gross profit of the Company. Management will continue to explore
opportunities in the on-line services area.
Net Income
The Company had a net loss of $903 for the six-month period ended
September 30, 1995, versus a net loss of $12,049, for the same
period of the previous year. This improvement was due primarily
to the $12,235 increase in software gross profit. The selling,
general and administrative expenses decreased from $156,161 to
$149,194, a decrease of 4%.
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
InfoPlan International, Inc.
InfoPlan International, Inc. failed to meet the terms of the
repayment schedule previously agreed to on November 4, 1994. On
June 16, 1995 demand was made for repayment, in full of all
monies owed the Company by InfoPlan. On September 25, 1995 the
Complaint was filed in Federal Court.
On November 3, 1995, Michael J. Wing, President of InfoPlan,
signed the Agreed Judgement for actual damages in the amount of
$358,394.82, attorney fees in the amount of $9,442.13, pre-
judgment interest in the amount of $5,232,56 and post-judgment
interest at the rate allowed by law. Failure to collect these
amounts could have a material adverse effect on the Company's
financial position.
Market Data Corp. of New York
On July 17, 1995, the Company received a proposed Settlement
Agreement from Market Data Corporation (MDC) of New York, who
previously had contacted the Company regarding a potential "name"
conflict. MDC of New York asserted that their use of the name
preceded the Company's use by a matter of months and had
requested the Company consider a name change. On October 27,
1995, the settlement agreement was accepted and signed by Steven
C. Naremore, President. The Company will receive $27,500, in two
installments of $13,750 each, to cover related expenses. To
avoid legal action, by either party, the Company agreed to the
name change that will be implemented with the RENET merger (see
Item 5).
Item 2. Changes in Securities
None
Item 3. Defaults on Senior Securities
None
Item 4. Submission of Matters to a Vote of Securities Holders
None
Item 5. Other Information
On October 31, 1995, the Company announced it had entered into a
definitive merger agreement with Renet Financial Corporation
(RENET) of Orange, California. The transaction is a triangular
merger whereby RENET will be merged into a wholly owned
subsidiary of the Company. The closing has been set for January
1996, pending regulatory approvals.
If regulatory approvals are obtained, and the merger is
completed, RENET shareholders will own 66.25% of the Company, and
the Company will own all the issued and outstanding shares of
RENET. The management and board of directors of the Company will
be increased to include officers and directors of RENET.
Management is hopeful the merger will provide a dynamic
combination of financial services from mortgage lending to
insurance, securities and financial publishing, and position the
Company in the financial services market to allow growth
potential.
Founded in 1988, RENET is a unique franchisor of financial
services to real estate brokerages, builder / developers,
financial planners and tax preparers who want to provide
conventional mortgage and home equity loans, insurance and
securities services to their clients. RENET has a base of more
than 170 franchisees and seven branches throughout California.
Item 6. Exhibits and Reports on Form 8-K
None
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act
of 1934, as amended, the Registrant has caused this report to be
signed on its behalf by the undersigned duly authorized persons.
Market Data Corp.
(Registrant)
11/13/95 Steven C. Naremore
Date (Signature)
11/13/95 Janice S. Whalen
Date (Signature)
