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: December 31, 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 December 31, 1995 and March 31, 1995 3
Statements of Operations (Unaudited):
For the Three Months and the Nine Months Ended
December 31, 1995 and 1994 5
Statement of Cash Flows (Unaudited):
For the Nine Months Ended December 31, 1995
and 1994 6
Note to Financial Statements:
As of December 31, 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>
Dec 31, March 31,
1995 1995
____________ ____________
ASSETS
<S> <C> <C>
Current Assets
Cash and cash equivalents $ 107,220 $ 106,999
Accounts receivable 59,107 37,511
Inventory 5,361 4,715
Prepaid expenses 4,299 3,763
Federal Income tax receivable -0- 24,161
Receivable from InfoPlan 189,569 190,732
____________ ____________
Total Current Assets 365,556 367,881
Property and Equipment, net of
accumulated depreciation of
$46,113 and $39,133 at
Dec 31 and March 31,
1995 respectively 13,575 20,555
Other Assets
Customer database, net of
accumulated amortization of
$64,095 and $56,198 at
Dec 31 and March 31,
1995 respectively -0- 7,897
Officer receivables 54,861 55,322
Organizational costs 1,500 -0-
Investment in equity securities 24,000 24,000
Note receivable from InfoPlan 168,826 168,826
____________ ____________
Total Other Assets 249,187 256,045
____________ ____________
$ 628,318 $ 644,481
============ ============
</TABLE>
See notes to financial statements
<TABLE>
Dec 31, March 31,
1995 1995
____________ ____________
LIABILITIES AND STOCKHOLDERS' EQUITY
<S> <C> <C>
Current Liabilities
Accounts payable $ 31,422 $ 44,397
Payroll and sales tax payable 30 785
Customer deposits 900 900
Unearned Revenue 13,750 -0-
_____________ ____________
Total Current Liabilities 46,102 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
December 31 and March 31,
1995, respectively 5,589 5,565
Additional paid in capital 309,809 301,675
Retained earnings 266,818 291,159
____________ ____________
Total Stockholders' Equity 582,216 598,399
____________ ____________
$ 628,318 $ 644,481
============ ============
</TABLE>
See notes to financial statements
MARKET DATA CORP.
STATEMENTS OF OPERATION
(Unaudited)
<TABLE>
Three Months Ended Nine Months Ended
December 31 December 31
1995 1994 1995 1994
_________ _________ ________ _________
<S> <C> <C> <C> <C>
Revenues
Product and
Software sales $ 98,232 $130,883 $344,295 $497,670
Other revenues 0 0 0 302
_________ _________ _________ _________
98,232 130,883 344,295 497,972
Costs and Expenses
Operating costs 34,909 71,835 132,681 294,813
General and
administrative 65,171 85,773 214,365 241,933
Merger expenses 21,590 0 21,590 0
_________ _________ _________ _________
121,670 157,608 368,636 536,746
_________ _________ _________ _________
Pre-Tax Loss
From Operating (23,438) (26,725) (24,341) (38,774)
Income Tax Expense 0 0 0 0
_________ _________ _________ _________
Net Loss (23,438) (26,725) (24,341) (38,774)
========= ========= ========= =========
Net Loss Per
Common Share $ (.004) $ (.005) $ (.004) $ (.007)
========= ========= ========= =========
Weighted Average
Shares Outstanding 5,589,000 5,565,000 5,584,920 5,565,000
========= ========= ========= =========
</TABLE>
See notes to financial statements
MARKET DATA CORP.
STATEMENTS OF CASH FLOWS
(Unaudited)
<TABLE>
Nine Months Ended
December 31
1995 1994
___________ ___________
<S> <C> <C>
Cash Flows From Operating Activities
Net Loss $(24,341) $ (38,774)
Reconciliation of net loss
to net cash provided by
(used in) operating activities:
Depreciation and amortization 14,877 17,651
Consulting expense paid in stock 8,158 -0-
(Increase) Decrease in:
Accounts receivable (21,596) 409,750
Officer receivables 461 (13,800)
Federal Income tax receivables 24,161 -0-
Inventory (646) (1,866)
Prepaid expenses (536) (2,098)
Receivable from InfoPlan 1,163 (88,026)
Increase (Decrease) in:
Accounts payable (12,975) (6,062)
Accrued compensation -0- (30,000)
Payroll and sales tax payable (755) (897)
Federal Income tax payable 0 (168,000)
Unearned Revenue 13,750 -0-
__________ ___________
Net Cash Provided by (Used in)
Operating Activities 1,721 77,878
Cash Flows From Investing Activities
Purchases of property and equipment -0- (1,841)
Advances on note receivable -0- (16,563)
Organizational costs (1,500) -0-
__________ ___________
Net Cash Used in Investing (1,500) (18,404)
Cash Flows From Financing Activities
Proceeds from issuance of stock -0- 2,500
__________ ___________
Net Cash Provided by Financing
Activities -0- 2,500
__________ ___________
Net Increase in Cash and
Cash Equivalents 221 61,974
Cash and Cash Equivalents-
Beginning of Period 106,999 7,080
__________ ___________
Cash and Cash Equivalents-
End of Period $107,220 $ 69,054
========== ===========
</TABLE>
See notes to financial statements
MARKET DATA CORP.
NOTE TO FINANCIAL STATEMENTS
DECEMBER 31, 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 nine-month period ended December 31, 1995, the Company
experienced a net increase in cash of $221. Of this amount
$1,721 was provided from Operating Activities and $1,500 was used
for Investing Activities. Operating Activities included an
increase in accounts receivable of $21,596, and a decrease in
accounts payable of $12,975. Also, 24,000 shares of stock were
issued under Regulation S-8, as a payment of $8,158, for
consulting expense. The Investing Activities were for the
initial $1,500 contribution to begin Market Data Acquisition
Corp., required for the proposed merger with RENET (see Item 5).
The Company's current ratio decreased slightly from 8.0 at March
31, 1995 to 7.9 at December 31, 1995.
During the nine-month period ended December 31, 1994, the Company
experienced a net increase in cash of $61,974. Of this amount,
$77,878 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.
During the nine-month period ended December 31, 1995, the Company
experienced significant decreases in the sale of hardware and
software products, while text service revenues remained
relatively unchanged; however, costs and expenses also decreased.
This contributed to the Company's positive cash flow of $221.
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 December 31, 1995 (the quarter),
the Company generated revenues of $98,232, as compared to gross
revenues of $130,883 for the same period of the previous year, a
decrease of 25%. The following is an analysis of the sales by
major product line with related changes from the same period of
the previous year.
<TABLE>
Dec 31, Dec 31, Net Change
1995 1994 Amount Percent
__________ __________ __________ _________
<S> <C> <C> <C> <C>
Hardware Sales $ 1,716 $ 4,794 $ (3,078) (64)
Software Sales $ 4,440 $ 36,690 $ (32,250) (88)
Text Service $ 92,076 $ 89,399 $ 2,677 3
</TABLE>
During the nine-months ended December 31, 1995, the Company
generated revenues of $344,295, as compared to gross revenue of
$497,972 for the same period of the previous year, a decrease of
31%. The following is an analysis of the sale by major product
line with related changes from the same period of the previous
year.
<TABLE>
Dec 31, Dec 31, Net Change
1995 1994 Amount Percent
__________ __________ __________ _________
<S> <C> <C> <C> <C>
Hardware Sales $ 7,748 $ 17,876 $ (10,128) (57)
Software Sales $ 45,659 $ 191,007 $(145,348) (76)
Text Sales $ 290,888 $ 289,089 $ 1,799 1
</TABLE>
The following is an analysis of the gross profit by major product
line for the three-months ended December 31, 1995 (the quarter),
with related changes from the same period of the previous year.
<TABLE>
Dec 31, Dec 31, Net Change
1995 1994 Amount Percent
________ _________ __________ ________
<S> <C> <C> <C> <C>
Hardware Sales $ 1,516 $ 2,964 $ (1,448) (49)
Software Sales $ 2,487 $ (1,206) $ 3,693 306
Text Sales $ 60,623 $ 60,588 $ 35 0
</TABLE>
The following is an analysis of the gross profit by major product
line for the nine-months ended December 31, 1995, with related
changes from the same period of the previous year.
<TABLE>
Dec 31, Dec 31, Net Change
1995 1994 Amount Percent
__________ __________ __________ ________
<S> <C> <C> <C> <C>
Hardware Sales $ 4,474 $ 13,436 $ (8,962) (67)
Software Sales $ 5,587 $ (10,267) $ 15,854 154
Text Sales $ 209,450 $ 209,882 $ (432) 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 nine-month period decreased 76%. However,
gross profit increased 154%, 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 and
other software 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 increase in sales and a
decrease in gross profit for the nine 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, for the quarter,
compared to the same quarter of the previous year.
The Company is presently conducting a subscriber satisfaction
survey to over 2,500 current subscribers. Management will use
the information obtained from this assessment to improve the text
product and subscriber retention, which hopefully will lead to an
increased subscriber base.
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
For the three months ended December 31, 1995 (quarter), the
Company incurred a net loss of $23,438, compared to a net loss of
$26,725, for the same period of the previous year. This
improvement was primarily due to the increase in software gross
profit of $3,693 for the period.
The Company had a net loss of $24,341 for the nine-month period
ended December 31, 1995, versus a net loss of $38,774, for the
same period of the previous year. This improvement is attributed
to the $15,854 increase in software gross profit and the $28,069
decrease in general and administrative expenses. The Company
also incurred $21,590 of expenses related to the merger with
RENET.
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.
Michael J. Wing, President of InfoPlan, signed an 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 $6,598.39 and post-judgment interest at the rate
allowed by law. The Agreed Judgment, entered on November 27,
1995, was final as of December 27, 1995. Mr. Wing was notified
by legal counsel, Sheinfeld, Maley & Kay, Houston, Texas, on
January 10, 1996, that MDC was prepared to abstract judgment in
each county where Mr. Wing or InfoPlan owns property, and to file
a writ of execution and bill of sale.
On February 9, 1996, Mr. Steven C. Naremore, on behalf of MDC,
and Mr. Michael J. Wing, on behalf of InfoPlan, signed a Covenant
Not To Execute. On February 12, 1996, MDC received a payment
from InfoPlan in the amount of $147,000.00. The balance of
principal, $211,394.82, attorney fees, pre-judgment interest, and
post-judgment interest will be paid in installments on May 31,
1996, July 31, 1996, and Sept. 30, 1996. If InfoPlan fails to
meet any of the installments, the Agreed Judgment may be executed
without notice.
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 agreement provides the Company
$27,500, in two installments of $13,750 each, to cover related
expenses. On December 8, 1995, the first installment was
received. 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, Market Data Acquisition Corp.
Before the merger can be completed, regulatory approval must be
received from the Department of Corporations of the State of
California. A public hearing is scheduled to be held on February
15, 1996, at 11:00 a.m., before the Commissioner of Corporations
in San Diego, California. Pending regulatory approval, RENET has
scheduled a shareholders meeting for February 26, 1996. Upon
shareholder approval, the merger may be completed.
If regulatory and shareholders 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
No reports were filed on Form 8-K for the three months
ending December 31, 1995.
Financial Data Schedule - Article 5 of Regulation S-X
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)
2/13/96 Steven C. Naremore
Date (Signature)
2/13/96 Janice S. Whalen
Date (Signature)
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> MAR-31-1996
<PERIOD-END> DEC-31-1995
<CASH> 107,220
<SECURITIES> 0
<RECEIVABLES> 59,107
<ALLOWANCES> 0
<INVENTORY> 5,361
<CURRENT-ASSETS> 365,556
<PP&E> 59,688
<DEPRECIATION> 46,113
<TOTAL-ASSETS> 628,318
<CURRENT-LIABILITIES> 46,102
<BONDS> 0
5,589
0
<COMMON> 0
<OTHER-SE> 576,627
<TOTAL-LIABILITY-AND-EQUITY> 628,318
<SALES> 344,295
<TOTAL-REVENUES> 344,295
<CGS> 132,681
<TOTAL-COSTS> 347,046
<OTHER-EXPENSES> 21,590
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (24,341)
<INCOME-TAX> 0
<INCOME-CONTINUING> (24,341)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (24,341)
<EPS-PRIMARY> (.004)
<EPS-DILUTED> (.004)
</TABLE>
