INDIVIDUAL INVESTOR GROUP INC
10QSB, 1996-11-12
PERIODICALS: PUBLISHING OR PUBLISHING & PRINTING
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                     U.S. Securities and Exchange Commission
                             Washington, D.C. 20549

                                 Form 10-QSB
                                 -----------


|X|      QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES  EXCHANGE
         ACT OF 1934

         For the quarterly period ended September 30, 1996

|_|      TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
         For the transition period from ____________ to _____________
         Commission file number  1-10932


                         INDIVIDUAL INVESTOR GROUP, INC.
                Exact name of registrant as specified in its charter)

       Delaware                                               13-3487784
(State or other jurisdiction of                              (IRS Employer
 incorporation or organization)                            Identification No.)

               1633 Broadway, 38th Floor, New York, New York 10019
                      (Address of principal executive offices)

                                 (212) 843-2777
                           (Issuer's telephone number)

                     (Former name,  former address and former 
                    fiscal year, if changed since last report)



Check  whether the issuer (1) filed all reports  required to be filed by Section
13 or 15(d) of the  Exchange  Act during the past 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 .

State the number of shares outstanding of each of the issuer's classes of common
equity,  as of the latest  practicable  date: As of October 31, 1996, issuer had
outstanding 6,106,452 shares of Common stock, $.01 par value per share.




                             EXHIBIT INDEX - Page 16
                               Page 1 of 17 pages


<PAGE>

                        PART I - FINANCIAL INFORMATION

                INDIVIDUAL INVESTOR GROUP, INC. AND SUBSIDIARIES
                     CONSOLIDATED CONDENSED BALANCE SHEET
                                  (UNAUDITED)
                               September 30, 1996

<TABLE>
<CAPTION>


                ASSETS
<S>                                                              <C>
Current Assets:
  Cash and cash equivalents                                       $2,270,562
  Accounts receivable (net of allowances of $609,678)              1,801,338
  Prepaid expenses and other current assets                          504,382

                                                                 -----------
                Total current assets                               4,576,282
                                                                 -----------

  Deferred subscription expense                                    1,129,777
  Investment in affiliate (notes  2 and 3)                         4,820,839
  Property and equipment - net                                       648,560
  Other assets                                                       180,889

                                                                 -----------
                Total assets                                     $11,356,347
                                                                 ===========


                LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities:
  Accounts payable                                                $1,065,410
  Accrued expenses                                                   617,456

                                                                 -----------
                Total current liabilities                          1,682,866
                                                                 -----------

Deferred subscription revenue                                      3,443,685

                                                                 -----------
                Total liabilities                                  5,126,551
                                                                 -----------

Commitments and Contingencies

Stockholders' Equity:
  Preferred stock, $.01 par value, authorized 2,000,000 shares         --
  Common stock, $.01 par value; authorized
     10,000,000 shares; issued  6,106,452                             61,065
  Additional paid-in capital                                      13,368,231
  Deficit                                                         (7,214,537)
  Unrealized gain on marketable securities                            15,037

                                                                 -----------
                Total stockholders' equity                         6,229,796
                                                                 -----------

                                                                 -----------
                Total liabilities and stockholders' equity       $11,356,347
                                                                 ===========


</TABLE>

See Notes to Consolidated Condensed Financial Statements


                                        2


<PAGE>

                INDIVIDUAL INVESTOR GROUP, INC. AND SUBSIDIARIES
                 CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
                                  (UNAUDITED)

<TABLE>
<CAPTION>

                                                           Three Months Ended September 30,        Nine Months Ended September 30,
                                                           --------------------------------       ---------------------------------
                                                               1996                1995                1996                1995
                                                           ------------       -------------       -------------       -------------
<S>                                                        <C>                  <C>                 <C>                 <C>
REVENUES:

  Circulation                                               $1,414,667          $1,032,686          $4,246,358          $2,874,248
  Advertising                                                1,420,708             615,771           3,322,695           1,731,926
  Investment management services (note 3)                      170,082              64,872             681,792             126,246
  Equity in net (loss) income of affiliate (note 2)           (773,847)             78,616            (481,890)            575,943
  List rental and other                                        305,788             339,799             976,258             832,156

                                                          -------------       -------------       -------------       -------------
  Total Revenues                                             2,537,398           2,131,744           8,745,213           6,140,519
                                                          -------------       -------------       -------------       -------------

OPERATING EXPENSES:

  Editorial, production and distribution                     1,672,335           1,178,744           4,490,848           3,033,692
  Promotion and selling                                      1,442,459             941,531           3,546,027           2,449,640
  General and administrative                                   955,427             485,286           2,757,863           1,466,845
  Depreciation and amortization                                 58,783              26,629             139,818              69,145

                                                          -------------       -------------       -------------       -------------
  Total Operating Expenses                                   4,129,004           2,632,190          10,934,556           7,019,322
                                                          -------------       -------------       -------------       -------------


                                                          -------------       -------------       -------------       -------------
Operating Loss                                              (1,591,606)           (500,446)         (2,189,343)           (878,803)
                                                          -------------       -------------       -------------       -------------

Interest and other income                                       27,333           1,005,113             155,744           1,031,328

                                                          -------------       -------------       -------------       -------------
Net (loss) income before income taxes                       (1,564,273)            504,667          (2,033,599)            152,525

Income taxes (note 7)                                            --                  --                  --                  --

                                                          =============       =============       ==============      =============
Net (loss) income                                          ($1,564,273)           $504,667          ($2,033,599)          $152,525
                                                          =============       =============       ==============      =============
                                            
Dividends paid                                                   --                  --                  --                  --

(Loss) earnings per common and equivalent share:
  Primary                                                       ($0.26)              $0.09               ($0.33)             $0.03
                                                          -------------       -------------       --------------      -------------
  Fully diluted                                                 ($0.26)              $0.09               ($0.33)             $0.03
                                                          -------------       -------------       --------------      -------------

Weighted average number of common and equivalent
shares outstanding during the period
  Primary                                                    6,091,412           7,136,796            6,222,870          4,678,706
                                                          -------------       -------------       --------------      -------------
  Fully diluted                                              6,091,412           7,136,796            6,222,870          4,678,706
                                                          -------------       -------------       --------------      -------------

</TABLE>



See Notes to Consolidated Condensed Financial Statements


                                        3




<PAGE>

                INDIVIDUAL INVESTOR GROUP, INC. AND SUBSIDIARIES
                 CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
                                  (UNAUDITED)


<TABLE>
<CAPTION>


                                                                                    Nine Months Ended September 30,
                                                                                ---------------------------------------
                                                                                     1996                   1995
                                                                                ---------------        ----------------
 <S>                                                                              <C>                     <C>
 Cash flows from operating activities:
 Net (loss) income                                                                ($2,033,599)              $152,525
 Adjustments to reconcile net (loss) income to
  net cash used in operating activities:
   Depreciation and amortization                                                      139,818                 69,145
   Gain on sale of marketable security                                                  --                  (995,019)
   Changes in operating assets and liabilities:
    Decrease (increase) in:
     Accounts receivable                                                             (311,384)              (465,005)
     Prepaid expenses and other current assets                                       (267,639)              (212,553)
     Deferred subscription expense                                                    166,829               (664,619)
    Increase (decrease) in:
     Accounts payable and accrued expenses                                           (840,589)               (66,827)
     Deferred subscription revenue                                                     69,429                970,026

                                                                                ---------------       -----------------
    Net cash used in operating activities                                          (3,077,135)            (1,212,327)
                                                                                ---------------       -----------------


  Cash flows from investing activities:
   Purchase of property and equipment                                                (390,808)               (95,301)
   Proceeds from sale of marketable security                                            --                 1,394,211
   Decrease (increase) in investment in affiliate                                   1,681,890             (1,003,943)
   Increase in other assets                                                             --                    (1,360)

                                                                                ---------------       -----------------
    Net cash provided by investing activities                                       1,291,082                293,607
                                                                                ---------------       -----------------


  Cash flows from financing activities:
   Proceeds from exercise of warrants and options-net                                 233,293                119,611
   Repurchase of Common Stock                                                      (2,453,665)                 --

                                                                                ---------------       -----------------
    Net cash (used in) provided by financing activities                            (2,220,372)               119,611
                                                                                ---------------       -----------------


  Net decrease in cash and cash equivalents                                        (4,006,425)              (799,109)

  Cash and cash equivalents, beginning of period                                    6,276,987              1,677,497

                                                                                ===============       =================
  Cash and cash equivalents, end of period                                         $2,270,562               $878,388
                                                                                ===============       =================

</TABLE>



  See Notes to Consolidated Condensed Financial Statements

                                        4


<PAGE>

            INDIVIDUAL INVESTOR GROUP, INC. AND SUBSIDIARIES
         NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                                (UNAUDITED)

1.       BASIS OF PRESENTATION
         ---------------------

                  The accompanying  consolidated  condensed financial statements
         have been prepared in accordance  with  generally  accepted  accounting
         principles for interim financial  information and with the instructions
         to Form 10-QSB. Accordingly, they do not include all of the information
         and footnotes as required by generally accepted  accounting  principles
         for annual  financial  statements.  In the opinion of  management,  all
         adjustments   (consisting   only  of  normal   recurring   adjustments)
         considered  necessary  in order to make the  financial  statements  not
         misleading  have been included.  Operating  results for the nine months
         ended September 30, 1996 are not necessarily  indicative of the results
         that may be expected for the year ending December 31, 1996. For further
         information,   refer  to  the  consolidated  financial  statements  and
         footnotes  thereto  included  in the  Company's  Annual  Report for the
         fiscal year ended December 31, 1995 on Form 10-KSB.

                  Reclassifications.  Equity in net (loss)  income of  affiliate
         for the  three  and  nine  months  ended  September  30,  1996 has been
         recorded in operating  revenues to reflect such  earnings and losses as
         part  of the  Company's  core  operations.  The  equity  in  income  of
         affiliate  for  the  periods   ended   September  30,  1995  have  been
         reclassified to conform with the current period presentation.

2.       INVESTMENT IN AFFILIATE
         -----------------------

                  The Company,  through a  wholly-owned  subsidiary,  WisdomTree
         Capital  Management,  Inc. ("WTCM"),  serves as general partner of (and
         investor  in)  a  domestic  private   investment  fund  for  accredited
         investors,  whereby it makes  investment  decisions  for the fund.  The
         value of the Company's investment in the fund decreased from $6,502,729
         at December 31, 1995 to $4,820,839 at September 30, 1996. This decrease
         resulted  from net losses on the  Company's  investment in the fund and
         from a withdrawal of $1,200,000  by the Company in February  1996.  For
         the month of October 1996,  the value of  investments  held by the fund
         declined by approximately 15%. Selected unaudited financial information
         for the affiliate as of September 30, 1996 and for the nine months then
         ended is as follows:

              Assets (at fair value)                      $     80,040,359
              Liabilities                                       21,913,492
              Partners' Capital                                 58,126,867
         
              Net loss for the fund                       ($     4,184,596)

3.       INVESTMENT MANAGEMENT AND CONSULTING SERVICES
         ---------------------------------------------

                  The Company,  through WTCM and its  majority-owned  affiliate,
         WisdomTree  Capital  Advisors,   LLC,  provides  investment  management
         services to the domestic fund referred to in note 2, and to an offshore
         private  investment  fund for  accredited  investors,  which 

                                        5

<PAGE>

         commenced  operations in January,  1996. The Company has no investment
         in the offshore  fund. The Company is entitled to receive a management
         fee equal to 1/4 of 1% of the net asset  value of the  domestic  fund,
         calculated  as of  the  last  business  day  of  each  quarter,  and a
         management  fee  equal  to 1/8 of 1% of the  net  asset  value  of the
         offshore fund, calculated monthly.  Total management fees for the nine
         months  ended  September  30, 1996  totaled  $487,495,  as compared to
         $126,246 in 1995.

                   WTCM is also entitled to receive a special  allocation  equal
         to 20% of the net income,  if any, of the funds (not  including  income
         earned  on  its  own  investment),   subject  to  certain  limitations,
         calculated  at year end,  which is December  31st for the domestic fund
         and June 30th for the offshore fund. The profit incentive received from
         the  offshore  fund for the fiscal  period  ended June 30, 1996 totaled
         $150,297.

                  Total equity and assets under  management by the Company as of
         September  30, 1996 for both the domestic and  offshore  funds  totaled
         approximately $66 million and $88 million, respectively.

                  The  Company,  through  its  wholly  owned  subsidiary,   I.I.
         Strategic  Consultants,  Inc.,  also  earned  $44,000 in the first nine
         months of 1996  providing  consulting  services  to a sponsor of a unit
         investment trust.

4.       STOCK OPTIONS
         -------------

                  During the nine months ended  September 30, 1996,  the Company
         granted 459,000 options to purchase the Company's common stock,  53,093
         options were  exercised  (providing  proceeds of  $233,293)  and 74,606
         options  were  canceled.  Of the total  granted,  329,000  options were
         granted under the Company's stock option plans and 130,000 were granted
         outside the Company's  stock option plans.  All options granted in 1996
         expire at various dates through September, 2006.

5.       RECENTLY ISSUED ACCOUNTING STANDARDS
         ------------------------------------

                  In October 1995, the FASB issued SFAS No. 123, "Accounting for
         Stock-Based   Compensation,"  which  requires  adoption  of  disclosure
         provisions  for fiscal  years  beginning  after  December  15, 1995 and
         adoption of the measurement and recognition provisions for non-employee
         transactions  after December 15, 1995.  This  statement  defines a fair
         value method of accounting  for the issuance of stock options and other
         equity instruments. Pursuant to SFAS No. 123, companies are encouraged,
         but not  required,  to adopt the fair value  method of  accounting  for
         employee stock-based  transactions.  The Company has determined that it
         will continue to apply the measurement  and  recognition  provisions of
         APB Opinion 25 and related  interpretations  in accounting for issuance
         of employee  stock  options.  The impact of adopting this statement for
         non-employee  transactions  has  not  had  a  material  impact  on  the
         Company's results of operations or financial position.

                                        6

<PAGE>

6.       REPURCHASE OF COMMON STOCK
         --------------------------

                  The  Company,  at the  direction  of its  Board of  Directors,
         repurchased  250,000  shares of Common Stock on the open  market,  at a
         total cost of  $2,453,665,  in the second  quarter of 1996. The Company
         has retired and canceled these shares and 31,822 shares of Common Stock
         previously held as Treasury shares.  The cost of repurchased  shares in
         excess of par value has been charged to additional paid-in capital.

7.       INCOME TAXES
         ------------

                     Due to the net loss for the  three and nine  month  periods
         ended September 30, 1996, no income taxes were provided.  Income before
         income taxes for the nine months ended September 30, 1995 was $152,525.
         Due to the availability of net operating loss carryforwards, no tax was
         provided on such earnings.


                                        7



<PAGE>


           MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                 CONDITION AND RESULTS OF OPERATIONS

Forward Looking Statements

         Certain  statements in this  Quarterly  Report on Form 10-QSB set forth
management's  intentions,  plans,  beliefs,  expectations  or predictions of the
future based on current facts and analyses. Actual results may differ materially
from those indicated in such statements.  Additional information on factors that
may affect the business and financial results of the Company can be found in the
other filings of the Company with the Securities and Exchange Commission.

Nine Months  Ended  September  30,  1996 as  Compared  to the Nine Months  Ended
September 30, 1995

         Total  revenues  increased 42%, to $8,745,213 for the nine months ended
September  30,  1996,  as  compared  to  $6,140,519  for the nine  months  ended
September 30, 1995.

         The Company's circulation revenues increased 48%, to $4,246,358 for the
nine months  ended  September  30,  1996,  as compared  to  $2,874,248  in 1995.
Subscription revenues for the Company's flagship magazine,  Individual Investor,
increased 40%, while newsstand revenues for the magazine increased by 134%. Paid
circulation for Individual Investor has increased 79%, to approximately  360,000
compared to 201,000 in 1995.  At the same time,  subscription  revenues  for the
Company's  newsletter,  Special  Situations  Report,  increased 49%.  Management
attributes the increases in  circulation of Individual  Investor to the redesign
of the  magazine  in the  second  quarter  of  1995,  as well as to  promotional
efforts,  including  direct mail,  television  campaigns  and outside  agencies.
Subscription  revenues for Special Situations Report have increased in part from
add-on sales from Individual  Investor  television  campaign  promotions.  It is
anticipated  that  subscription  revenues  for  Special  Situations  Report will
decline in the near term as television campaigns have been reduced.

         Advertising  revenues  increased 92%, to $3,322,695 for the nine months
ended September 30, 1996, as compared to $1,731,926 in 1995. This is a result of
both a greater number of advertising pages sold and increased  advertising rates
per page. As a result of the recent increase in paid circulation, effective June
1996 the Company increased its advertising rates per page by approximately  43%,
and is introducing an additional rate increase of approximately  40% in November
1996.  Management  anticipates  further near term advertising  revenue growth as
rates per page and the number of  advertising  pages sold  continue to increase,
and with the launch of the Company's new publication,  Ticker,  in October 1996.
Ticker, with a controlled  circulation of 75,000 brokers and financial advisers,
has  already  sold  advertising  space to a number of  leading  advertisers.  In
addition,  management  expects to continue  to attract  higher  margin  consumer
advertisers.

         Investment  management  services  revenues  were  $681,792 for the nine
months ended  September 30, 1996, as compared to $126,246 in 1995. This increase
is the result of a greater asset base to which the Company  provides  management
services,  including  a new fund,  WisdomTree  Offshore,  LTD,  which  commenced
operations in January 1996. The Company also earned a profit

                                        8


<PAGE>

incentive  totaling $150,297 based on the income earned by WisdomTree  Offshore,
LTD for the period ended June 30, 1996.  Additionally,  the Company, through its
wholly owned subsidiary,  I.I.  Strategic  Consultants,  Inc., earned consulting
services  revenues  of  $44,000  in the first  nine  months of 1996.  Management
anticipates  future  growth of the asset  base to which it  provides  consulting
services and the resultant revenue derived therefrom,  although no assurance can
be given that the asset base will continue to grow since market  conditions  may
influence the decision of investors to commit additional funds for management.

         Equity in net loss of  affiliate  totaled  $481,890  in the first  nine
months of 1996 as  compared  to net income of  $575,943  in 1995.  Equity in net
income  (loss) of affiliate  directly  relates to the  realized  and  unrealized
earnings of the amount invested by the Company in the domestic fund's  portfolio
which,  because of the nature of the investments,  will vary  significantly from
period to period and may result in losses as well as income. No assurance can be
given  that the  Company  will  record  income  from its  investments  in future
periods.

         List rental and other  revenues  increased 17%, to $976,258 in the nine
months ended  September 30, 1996 as compared to $832,156 in 1995.  For the first
nine  months of 1996,  list  rental  revenue  totaled  $807,240,  as compared to
$412,367 in 1995.  The 96% increase in list rental  revenue is  attributable  to
increased  demand for rental of the Company's  subscriber  lists, as well as the
greater number of subscribers on the lists. If the Company's  efforts to promote
circulation growth for its publications are successful,  management  anticipates
accompanying  growth in list rental revenues.  Revenue earned in the nine months
ended September 30, 1995 also includes $275,060 from the Company's telemarketing
subsidiary,  Advanced Marketing  Ventures ("AMV").  Late in 1995,  however,  the
Company  ceased  operations  of  this  subsidiary.   Therefore,   there  are  no
telemarketing revenues in 1996.

          Total  operating  expenses  increased  56%, to $10,934,556 in the nine
months ended September 30, 1996 as compared to $7,019,322 in 1995.

         Editorial,  production  and  distribution  expenses  increased  48%, to
$4,490,848  in 1996 from  $3,033,692  in 1995.  Printing  costs  for  Individual
Investor have  increased 47% in the first nine months of 1996 as compared to the
same period in 1995.  The magazine was printed on  inexpensive  newsprint in the
first four months of 1995, prior to its redesign;  it has been printed on glossy
high  quality  paper stock for every month since May 1995.  As the  redesign has
resulted in rapid circulation  growth,  fulfillment and distribution  costs have
increased  23% and 57%,  respectively.  The Company has also  incurred  expenses
totaling  $174,274 in the first nine months of 1996 related to the establishment
of an on-line services division.  Management  anticipates  significant increased
expenses for the on-line  division as development  continues.  While  additional
investment is necessary to complete its development and launch,  this will occur
in a controlled and conservative  manner to achieve the Company's  ultimate goal
of profits. In addition,  editorial,  production and distribution  salaries have
increased  related to the  addition  of  personnel.  Staffing  levels  have been
increased  to aid growth in the  Company's  current  publications  as well as to
develop Ticker, that began circulation in October 1996.

         Promotion  and selling  expenses  increased  45%, to  $3,546,027 in the
first nine months of 1996 from  $2,449,640  in 1995.  Advertising  salaries  and
commissions  have  increased  133% as a 

                                        9


<PAGE>


result of higher revenues and new sales personnel added in 1996 in an attempt to
further  increase  advertising  revenues,  and to  develop  advertising  for the
Company's new publication that was launched in October 1996. Additionally, there
have been corresponding increases in advertising travel, promotion, research and
sales aids.

         General and administrative expenses increased 88%, to $2,757,863 in the
first  nine  months of 1996 as  compared  to  $1,466,845  in 1995.  The  Company
relocated to new offices within New York City in January,  1996, resulting in an
increase in its rent expense  totaling  $282,609.  The Company believes the move
was  necessary  to  facilitate  increasing  staffing  levels to achieve  further
growth.  Secondly,  general  and  administrative  salaries,  payroll  taxes  and
recruiting  fees increased  $469,549 in the nine months ended September 30, 1996
as compared to 1995.  These  increases  related to the  addition of personnel to
support the Company's growth,  as well as increases in compensation.  Also, as a
result of hiring  additional  personnel,  postage,  office  supplies and related
office expenses have increased. Finally, public relations, legal, accounting and
other  professional  service  fees have also  increased in the nine months ended
September 30, 1996 as compared to 1995.

         Depreciation  and amortization  expense  increased 102%, to $139,818 in
1996 from $69,145 in 1995.  The increase in 1996 is  primarily  attributable  to
amortization  of leasehold  improvements  incurred to prepare the  Company's new
offices  for  occupancy  and  depreciation  of  office  furniture  and  computer
equipment purchased for additional personnel.

         Interest and other income decreased to $155,744 in 1996 from $1,031,328
in 1995.  This is  primarily  due to a gain  realized in 1995 on the sale of the
Company's interest in a marketable security.

         The  Company's  net loss for the  first  nine  months  of 1996  totaled
$2,033,599  as  compared  to net income of  $152,525  for the same period of the
prior year. No income taxes were provided in 1995 due to the availability of net
operating loss  carryforwards.  The loss per common and equivalent share for the
nine months was $0.33 as compared to earnings per common and equivalent share of
$0.03 in 1995.

Quarter Ended  September 30, 1996 as Compared to the Quarter Ended September 30,
1995

         Total  revenues  increased  19%, to  $2,537,398 for  the  quarter ended
September 30, 1996, as compared to  $2,131,744  for the quarter ended  September
30, 1995.

         The Company's circulation revenues increased 37%, to $1,414,667 for the
quarter   ended   September  30,  1996,  as  compared  to  $1,032,686  in  1995.
Subscription revenues for the Company's flagship magazine,  Individual Investor,
increased  22% while  newsstand  revenues for the magazine  increased by 94%, to
$157,960. At the same time,  subscription revenues for the Company's newsletter,
Special Situations Report, increased 63%. Management attributes the increases in
circulation of Individual Investor to the redesign of the magazine in the second
quarter of 1995, and to promotional efforts.

         Advertising  revenues  increased  131%,  to  $1,420,708  in  1996  from
$615,771 in 1995. This is a result of both a greater number of advertising pages
sold and  increased  advertising  rates  per  page.  

                                       10


<PAGE>

As a result of the recent increase in paid circulation,  effective June 1996 the
Company  increased its advertising  rates per page by approximately  43%, and is
introducing an additional rate increase of  approximately  40% in November 1996.
Management  anticipates further advertising revenue growth as rates per page and
the number of advertising  pages sold continue to increase,  and with the launch
of the Company's  new  publication,  Ticker,  in October  1996.  Ticker,  with a
controlled  circulation  of 75,000 brokers and financial  advisers,  has already
sold  advertising  space  to a  number  of  leading  advertisers.  In  addition,
management expects to continue to attract higher margin consumer advertisers.

         Investment  management  services revenues were $170,082 for the quarter
ended September 30, 1996, as compared to $64,872 for the quarter ended September
30,  1995.  This  increase  is the  result of a greater  asset base to which the
Company provides management services, including a new fund, WisdomTree Offshore,
LTD, which commenced operations in January 1996.  Management  anticipates future
growth  of the asset  base for  which it  provides  services  and the  resultant
revenue  derived  therefrom,  although no assurance  can be given that the asset
base will continue to grow since market conditions may influence the decision of
investors to commit additional funds for management. Management also anticipates
providing further  consulting  services through its subsidiary,  I.I.  Strategic
Consultants, Inc.

         Equity in net (loss) income of affiliate amounted to a loss of $773,847
in 1996 as compared to earnings of $78,616 in 1995.  Equity in net (loss) income
of affiliate directly relates to the realized and unrealized earnings and losses
of the amount  invested by the Company in the domestic fund's  portfolio  which,
because of the nature of the investments, will vary significantly from period to
period  and may result in losses as well as income.  No  assurance  can be given
that the Company will record income from its investments in future periods.

         List  rental and other  revenues  declined  10%,  to  $305,788  for the
quarter  ended  September  30, 1996 from  $339,799 in the third quarter of 1995.
Revenue  earned  in 1995  includes  $72,150  from  the  Company's  telemarketing
subsidiary,  Advanced Marketing  Ventures ("AMV").  Late in 1995,  however,  the
Company ceased operations of this subsidiary. Therefore, in the third quarter of
1996, there were no telemarketing  revenues. For the third quarter of 1996, list
rental revenue totaled $236,962, as compared to $197,498 in the third quarter of
1995.  The 20%  increase in list rental  revenue is  attributable  to  increased
demand for rental of the Company's  subscriber  lists,  as well as the increased
size of the lists. If the Company's  efforts to promote  circulation  growth for
its publications are successful,  management anticipates  accompanying growth in
list rental revenues.

         Total operating  expenses  increased 57%, to $4,129,004 for the quarter
ended September 30, 1996 as compared to $2,632,190 in 1995.

         Editorial,  production  and  distribution  expenses  increased  42%, to
$1,672,335  in  1996  from  $1,178,744  in  1995.  As a  result  of the  greater
circulation, printing, paper, fulfillment and distribution costs have increased.
During the 1996  period,  the Company has also added  personnel  to  accommodate
further growth of its existing publications,  the launching of a new publication
in  October  1996  and  incurred  expenses  totaling  $126,062  relating  to the
development of an on-line business information product.  Management  anticipates
significant  increased  expenses  as it  continues  development  of its  on-line
business.

                                       11


<PAGE>

         Promotion  and selling  expenses  increased  53%, to  $1,442,459 in the
third quarter of 1996 from $941,531 in 1995.  Advertising salaries,  commissions
and  related  expenses  have  increased  180% in the  third  quarter  of 1996 as
compared to 1995, as a result of higher  revenues and new sales  personnel added
in 1996 in an attempt to further increase advertising  revenues,  and to develop
advertising for the Company's new publication that was launched in October 1996.
Additionally,  there have been  corresponding  increases in advertising  travel,
promotion, research and sales aids.

         General and  administrative  expenses increased 97%, to $955,427 in the
third quarter of 1996 as compared to $485,286 in 1995. The Company  relocated to
new offices within New York City in January,  1996,  resulting in an increase in
its rent expense for the quarter totaling $94,692. The Company believes the move
was  necessary  to  facilitate  increasing  staffing  levels to achieve  further
growth.  Secondly,  general and  administrative  salaries,  payroll  taxes,  and
recruiting  fees increased  $197,962 in the third quarter of 1996 as compared to
the same quarter in the prior year.  These  increases  relate to the addition of
personnel to support the Company's growth, as well as increases in compensation.
As a result  of hiring  additional  personnel,  postage,  office  supplies,  and
related office expenses have also increased.  Finally, public relations,  legal,
accounting and other professional  service fees have also increased in the third
quarter of 1996 as compared to 1995.

         Depreciation  and  amortization  expense  increased 121%, to $58,783 in
1996 from $26,629 in 1995.  The increase in 1996 is  primarily  attributable  to
amortization  of leasehold  improvements  incurred to prepare the  Company's new
offices  for  occupancy  and  depreciation  of  office  furniture  and  computer
equipment purchased for additional personnel.

         Interest and other income  decreased to $27,333 in 1996 from $1,005,113
in 1995.  This is  primarily  due to a gain  realized in 1995 on the sale of the
Company's interest in a marketable security.

         The Company's net loss for the third quarter of 1996 totaled $1,564,273
as  compared to net income of  $504,667  in same  quarter of the prior year.  No
income taxes were provided for in 1995 due to the  availability of net operating
loss carryforwards. Net loss per common and equivalent share for the quarter was
$0.26,  as compared to net earnings per common and equivalent  share of $0.09 in
1995.

Liquidity and Capital Resources

         As of September 30, 1996, the Company had working capital of $2,893,416
and cash and cash equivalents totaling $2,270,562. This represents a decrease in
working  capital of $2,571,776  and a decrease in cash and cash  equivalents  of
$4,006,425  since  December 31, 1995. In February,  1996,  the Company  redeemed
$1,200,000  from its investment in an affiliate.  In the second quarter of 1996,
however, the Company repurchased,  retired and canceled 250,000 shares of Common
Stock,  at a total cost of  $2,453,665,  as directed by the Board of  Directors.
Additionally, the Company decreased its accounts payable and accrued expenses by
$840,589  during  the first  nine  months  of 1996 and  purchased  property  and
equipment at a total cost of $390,808 during the same period.

                                       12


<PAGE>

         As of September 30, 1996,  the total value of the Company's  investment
in the private  investment  fund was  $4,820,839.  This investment is available,
subject to market fluctuations, to provide working capital to fund the Company's
operations.  The Company  believes that further  investments  in the fund may be
made from time to time because,  to date, it has provided a significant  return.
However,  no assurance can be given that the Company's  investment will continue
to generate the rate of return that it has historically generated. For the month
of  October  1996,  the  value  of   investments   held  by  the  fund  declined
approximately 15% from the value on September 30, 1996.

         The Company will incur  significant  expenses in the development of its
on-line  division,  which are  expected  to be funded by the  Company's  working
capital.  The Company  believes that its cash,  working  capital and investments
will be  sufficient  to fund its  operations  and capital  requirements  for the
foreseeable future.

         In  November  1996,  the Company  adopted  a  compensation plan for its
executive  officers and other employees.  Under the plan, the executive officers
and employees  will  participate  in a bonus program under which one half of the
special allocation that the Company's  subsidiary  receives as portfolio manager
for the  domestic and offshore  funds (see Note 3) will be  distributed  to such
participants.


         As a result of the current  levels of expenses,  the  operating  losses
incurred by the publishing  operations,  and the  fluctuations in performance of
the private investment funds, the Company  anticipates that it will incur losses
in its quarterly results in the near-term and from time to time thereafter.

                                       13


<PAGE>

                INDIVIDUAL INVESTOR GROUP, INC. AND SUBSIDIARIES

                           PART II- OTHER INFORMATION



         ITEM 6 - Exhibits and Reports on Form 8-K

                  (a)      Exhibits

                           Financial Data Schedule September 30, 1996

                  (b)      The Company did not file any reports
                                 on Form 8-K during the Quarter Ended
                                 September 30, 1996






                                       14



<PAGE>


                                   SIGNATURES


In accordance with the  requirements of the Exchange Act, the Registrant  caused
this  report to be  signed  on its  behalf  by the  undersigned  thereunto  duly
authorized.



DATE: November 12, 1996

                                    INDIVIDUAL INVESTOR GROUP, INC.




                                    By:       /s/ Jonathan L. Steinberg
                                            ------------------------------
                                            Jonathan Steinberg, CEO and 
                                            Chairman of the Board





                                    By:       /s/ Scot A. Rosenblum 
                                            ------------------------------
                                            Scot Rosenblum, Vice President and 
                                            Chief Financial officer





                                    By:       /s/ Henry G. Clark
                                            ------------------------------
                                            Henry G. Clark, Controller
                                           (Principal Accounting Officer)





                                       15


<PAGE>


                                  EXHIBIT INDEX


Exhibit No.                         Description                           Page
- -----------                         -----------                           ----
        27           Financial Data Schedule September 30, 1996            17



                                       16



<TABLE> <S> <C>


<ARTICLE>                 5
       
<S>                                 <C>

<PERIOD-TYPE>                       9-MOS
<FISCAL-YEAR-END>                                          DEC-31-1996
<PERIOD-END>                                               SEP-30-1996
<CASH>                                                       2,270,562
<SECURITIES>                                                         0
<RECEIVABLES>                                                2,411,016
<ALLOWANCES>                                                  (609,678)
<INVENTORY>                                                          0
<CURRENT-ASSETS>                                             4,576,282
<PP&E>                                                         910,494
<DEPRECIATION>                                                (261,934)
<TOTAL-ASSETS>                                              11,356,347
<CURRENT-LIABILITIES>                                        1,682,866
<BONDS>                                                              0
                                                0
                                                          0
<COMMON>                                                        61,065
<OTHER-SE>                                                   6,168,731
<TOTAL-LIABILITY-AND-EQUITY>                                11,356,347
<SALES>                                                      8,545,311
<TOTAL-REVENUES>                                             8,745,213
<CGS>                                                        4,490,848
<TOTAL-COSTS>                                               10,934,556
<OTHER-EXPENSES>                                                     0
<LOSS-PROVISION>                                                     0
<INTEREST-EXPENSE>                                                   0
<INCOME-PRETAX>                                             (2,033,599)
<INCOME-TAX>                                                         0
<INCOME-CONTINUING>                                         (2,033,599)
<DISCONTINUED>                                                       0
<EXTRAORDINARY>                                                      0
<CHANGES>                                                            0
<NET-INCOME>                                                (2,033,599)
<EPS-PRIMARY>                                                    (0.33)
<EPS-DILUTED>                                                    (0.33)
          


</TABLE>


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