U.S. Securities and Exchange Commission
Washington, D.C. 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
-------------
___ 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 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.)
125 Broad Street, 14th Floor, New York, New York 10004
(Address of principal executive offices)
(212) 742-2277
(Registrant's telephone number)
Check whether the registrant (1) filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 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 registrant's classes of
common equity, as of the latest practicable date: As of August 1, 2000,
registrant had outstanding 10,424,602 shares of Common Stock, $.01 par value per
share.
<PAGE>
<TABLE>
INDIVIDUAL INVESTOR GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED BALANCE SHEETS
(UNAUDITED)
June 30, December 31,
ASSETS 2000 1999
------------ ------------
<S> <C> <C>
Current assets:
Cash and cash equivalents $2,509,138 $6,437,542
Accounts receivable (net of allowances of $434,849 in
2000 and $419,048 in 1999) 2,872,455 3,019,710
Investment in discontinued operations 49,302 49,302
Prepaid expenses and other current assets 1,034,295 864,851
------------ ------------
Total current assets 6,465,190 10,371,405
Investments 5,316,902 2,638,356
Deferred subscription expense 466,825 383,624
Property and equipment - net 1,599,928 1,653,659
Security deposits 378,247 374,527
Other assets 685,509 836,396
------------ ------------
Total assets $14,912,601 $16,257,967
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $3,403,211 $3,024,395
Accrued expenses 615,471 716,670
Deferred advertising revenue 1,700,895 1,467,210
------------ ------------
Total current liabilities 5,719,577 5,208,275
Deferred advertising revenue 2,057,469 938,164
Deferred subscription revenue 2,888,269 2,448,591
------------ ------------
Total liabilities 10,665,315 8,595,030
------------ ------------
Stockholders' Equity:
Preferred stock, $.01 par value, authorized 2,000,000 shares,
10,000 issued and outstanding in 2000 and 1999 100 100
Common stock, $.01 par value; authorized 18,000,000
shares; 10,399,602 issued and outstanding in 2000
and 10,353,901 shares in 1999 103,996 103,539
Additional paid-in capital 33,480,930 33,421,542
Warrants 742,079 742,079
Deferred compensation (176,300) (272,038)
Accumulated deficit (29,903,519) (26,332,285)
------------ ------------
Total stockholders' equity 4,247,286 7,662,937
------------ ------------
Total liabilities and stockholders' equity $14,912,601 $16,257,967
============ ============
See Notes to Consolidated Condensed Financial Statements
</TABLE>
<PAGE>
<TABLE>
INDIVIDUAL INVESTOR GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
(UNAUDITED)
Three Months Ended June 30, Six Months Ended June 30,
------------------------------ ------------------------------
2000 1999 2000 1999
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
Revenues:
Online Services $975,684 $318,547 $2,247,335 $571,516
Print Publications 4,212,331 3,385,090 9,104,014 7,133,937
------------ ------------ ------------ ------------
Total revenues 5,188,015 3,703,637 11,351,349 7,705,453
------------ ------------ ------------ ------------
Operating expenses:
Editorial, production and distribution 3,450,735 2,684,104 6,871,215 5,439,822
Promotion and selling 2,292,358 1,824,526 5,106,559 3,676,002
General and administrative 1,234,868 1,359,985 2,688,437 2,532,476
Depreciation and amortization 143,223 151,575 283,189 248,405
------------ ------------ ------------ ------------
Total operating expenses 7,121,184 6,020,190 14,949,400 11,896,705
------------ ------------ ------------ ------------
Operating loss (1,933,169) (2,316,553) (3,598,051) (4,191,252)
Investment and other income 58,518 39,827 126,817 596,394
------------ ------------ ------------ ------------
Net loss ($1,874,651) ($2,276,726) ($3,471,234) ($3,594,858)
============ ============ ============ ============
Basic and dilutive loss per common share ($0.19) ($0.25) ($0.34) ($0.40)
============ ============ ============ ============
Average number of common shares used in computing 10,392,173 9,016,759 10,378,082 8,902,315
basic and dilutive loss per common share
See Notes to Consolidated Condensed Financial Statements
</TABLE>
<PAGE>
<TABLE>
INDIVIDUAL INVESTOR GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
(UNAUDITED)
Six Months Ended June 30,
--------------------------------
2000 1999
------------ ------------
<S> <C> <C>
Cash flows from operating activities:
Net loss ($3,471,234) ($3,594,858)
Reconciliation of net loss to net cash used in
operating activities:
Depreciation and amortization 283,189 248,405
Stock option and warrant transactions 115,646 160,862
Preferred stock dividends payable (100,000) -
Gain on sale of investments - (503,215)
Changes in operating assets and liabilities:
Decrease (increase) in:
Accounts receivable 147,255 (564,681)
Prepaid expenses and other current assets (176,507) (378,361)
Deferred subscription expense (83,201) 216,491
Security deposits (3,720) 96,892
Other assets 126,560 -
Increase (decrease) in:
Accounts payable and accrued expenses 277,617 510,204
Deferred advertising revenue (1,325,556) 239,931
Deferred subscription revenue 439,678 (350)
------------ ------------
Net cash used in operating activities (3,770,273) (3,568,680)
------------ ------------
Cash flows from investing activities:
Purchase of property and equipment (217,976) (1,457,346)
Proceeds from sale of investments - 990,729
Increase in investments - (753,076)
Net cash provided by discontinued operations - 139,849
------------ ------------
Net cash used in investing activities (217,976) (1,079,844)
------------ ------------
Cash flows from financing activities:
Proceeds from exercise of stock options 59,845 2,228,100
------------ ------------
Net cash provided by financing activities 59,845 2,228,100
------------ ------------
Net decrease in cash and cash equivalents (3,928,404) (2,420,424)
Cash and cash equivalents, beginning of period 6,437,542 4,752,587
------------ ------------
Cash and cash equivalents, end of period $2,509,138 $2,332,163
============ ============
See Notes to Consolidated Condensed Financial Statements
</TABLE>
<PAGE>
INDIVIDUAL INVESTOR GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED JUNE 30, 2000 AND 1999
(UNAUDITED)
1. BASIS OF PRESENTATION
The consolidated condensed financial statements include the
accounts of Individual Investor Group, Inc. and its subsidiaries
(collectively, the "Company"). Such financial statements have been
prepared in accordance with generally accepted accounting principles
for interim financial reporting and with the instructions to Form 10-Q.
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 of normal recurring adjustments) considered necessary for a
fair presentation have been included. Operating results for the six
months ended June 30, 2000 are not necessarily indicative of the
results that may be expected for the year ending December 31, 2000. For
further information, refer to the consolidated financial statements and
footnotes thereto included in the Company's Annual Report for the year
ended December 31, 1999 on Form 10-K.
2. INVESTMENTS
On June 2, 1999, the Company, Kirlin Holding Corp. ("Kirlin") and
VentureHighway.com Inc. ("VentureHighway") (at the time a wholly-owned
subsidiary of Kirlin), entered into an agreement pursuant to which the
Company acquired 1,654,344 newly issued shares (adjusted to reflect a
subsequent stock split) of common stock of VentureHighway, representing
19.9% of the then-outstanding shares of common stock (the other 80.1%
of which immediately after the transaction were held by Kirlin). The
purchase price was paid in the form of a credit for VentureHighway to
use to purchase advertising in the Company's magazines and web sites
during the 30 months ending December 31, 2001. The investment and the
deferred advertising revenues were recorded at the fair market value at
the date of the transaction of $2,638,356 (or $1.595 per share). In
December 1999, VentureHighway raised $7.65 million cash, selling
2,142,000 shares at a price of $3.57 per share.
VentureHighway owns and operates VentureHighway.com, a branded
web site designed to serve as an interactive portal for the matching of
companies seeking funding with qualified investors seeking to fund such
companies, and the facilitation of private placements and public
offerings of securities of companies. There currently is no public
market for VentureHighway securities, and there is no assurance that
the Company will realize any value (and the Company in fact may realize
a loss) with respect to its investment in VentureHighway.
On February 23, 2000, the Company and ReverseAuction.com, Inc.
("ReverseAuction") entered into an agreement pursuant to which the
Company acquired 1,166,667 newly issued shares of common stock of
ReverseAuction, representing a 3.3% stake (on a fully-diluted basis) of
ReverseAuction.com, Inc. (constituting 7.4% of the then-outstanding
shares). The purchase price was paid in the form of a credit for
ReverseAuction to use to purchase advertising in the Company's
magazines and web sites during the 21 months ending December 31, 2001.
The investment and the deferred advertising revenues were recorded at
the fair market value at the date of the transaction of $1,544,736.
ReverseAuction owns and operates ReverseAuction.com, an Internet
site that features a declining price auction format that decreases the
price of a product incrementally depending upon the auction duration.
As the price drops, buyers are able to click anytime to make a
purchase. Once a purchase is made, the item is sold and the auction is
over. There currently is no public market for ReverseAuction
securities, and there is no assurance that the Company will realize any
value (and the Company in fact may realize a loss) with respect to its
investment in ReverseAuction.
On May 4, 2000, the Company and Tradeworx, Inc. entered into an
agreement pursuant to which the company acquired 1,045,000 shares of
common stock of Tradeworx, representing a 7% stake (with warrants to
acquire up to 10.5%), on a fully diluted basis, of Tradeworx. The
purchase price was paid for in the form of a credit to Tradeworx to use
to purchase advertising in the Company's magazines and websites during
the 24 months ending July 4, 2002. The investment and the deferred
advertising revenue were recorded at the fair market value at the date
of the transaction of $1,133,810.
Tradeworx is in the business of developing proprietary software
and other financial analytical tools that provide online investment
analysis and investment decision support platforms for retail and
institutional Investors. There currently is no public market for
Tradeworx securities, and there is no assurance that the Company will
realize any value (and the Company in fact may realize a loss) with
respect to its investment in Tradeworx.
3. DISCONTINUED OPERATIONS
On April 30, 1998 the Company's Board of Directors decided to
discontinue the Company's investment management services business.
The investment management services business was principally
conducted by a wholly-owned subsidiary of the Company, WisdomTree
Capital Management, Inc. ("WTCM"). WTCM serves as general partner of
(and is an investor in) a domestic private investment fund. The Company
is also a limited partner in the fund. As a result of the Board's
decision to discontinue the investment management services business,
WTCM is continuing to dissolve the domestic investment fund,
liquidating its investments and distributing the net assets to all
investors as promptly as possible.
In 1998, the Company recorded provisions to accrue for its share
of any net operating losses of the domestic fund and related costs that
are expected to occur until the fund liquidates its investments. The
Company believes that any remaining net operating losses and related
costs associated with these discontinued operations have been
adequately provided for by the provisions established in 1998.
At June 30, 2000, the domestic investment fund had remaining net
assets of approximately $804,318. The Company's net investment in
discontinued operations of $49,302 at June 30, 2000 represents its
share of the net assets of the domestic investment fund, less any costs
associated with discontinuing the investment management services.
4. STOCK OPTIONS
During the three and six months ended June 30, 2000, the Company
granted 77,000 and 660,909 options, respectively, to purchase the
Company's Common Stock; 15,000 and 45,701 options, respectively, were
exercised (providing proceeds of $18,750 and $59,845 respectively); and
115,166 and 183,999 options were cancelled, respectively. Of the total
options granted, all were granted under the Company's stock option
plans, and expire at various dates through June 2010.
5. LOSS PER COMMON SHARE
Basic net loss per share is computed by dividing the net loss,
after deducting dividends on cumulative convertible preferred stock, by
the weighted average number of shares of Common Stock outstanding
during the period. Diluted loss per share is computed using the
weighted average number of outstanding shares of Common Stock and
common equivalent shares during the period. Common equivalent shares
consist of the incremental shares of Common Stock issuable upon the
exercise of stock options, warrants and other securities convertible
into shares of Common Stock. The loss per common share for the three
and six months ended June 30, 2000 and 1999, is computed based on the
weighted average number of shares of Common Stock outstanding during
the period. The exercise of stock options, warrants and other
securities convertible into shares of Common Stock were not assumed in
the computation of dilutive loss per common share, as the effect would
have been antidilutive.
The computation of net loss applicable to common shareholders is
as follows:
<TABLE>
Three Months Ended June 30, Six Months Ended June 30,
2000 1999
---- ----
<S> <C> <C> <C> <C>
----
Net loss $ (1,874,651) $ (2,276,726) $ (3,471,234) $ (3,594,858)
Preferred stock dividends 50,000 - 100,000
Net loss applicable to common
------------- ------------- ------------- -------------
Shareholders $ (1,924,651) $ (2,276,726) $ (3,571,234) $ (3,594,858)
============= ============= ============= =============
</TABLE>
6. COMPREHENSIVE INCOME
Statement of Financial Accounting Standards ("SFAS") No. 130,
"Reporting Comprehensive Income," requires the disclosure of
comprehensive income (loss), defined as the change in equity of a
business enterprise during a period from transactions and other events
and circumstances from non-owner sources. Comprehensive income (loss)
is a more inclusive financial reporting methodology that includes
disclosure of certain financial information that historically has not
been recognized in the calculation of net income (loss).
Comprehensive income (loss) for the three and six months ended
June 30, 2000 and 1999, respectively, is presented in the following
table:
<TABLE>
Three Months Ended June 30, Six Months Ended June 30,
2000 1999
---- ----
<S> <C> <C> <C> <C>
Net loss $ (1,874,651) $ (2,276,726) $ (3,471,234) $ (3,594,858)
Other comprehensive income (loss):
Net unrealized gain on investments - 6,334,239 - 6,363,583
------------- ------------- ------------- -------------
Total comprehensive (loss) income: $ (1,874,651) $ 4,057,513 $ (3,471,234) $ 2,768,725
============= ============= ============= =============
</TABLE>
7. SEGMENT INFORMATION
In 1998, the Company adopted SFAS No. 131, "Disclosures About
Segments of an Enterprise and Related Information," which changes the
way the Company reports information about its operating segments.
The Company's business segments are focused on providing research
and analysis of investment information to individuals and investment
professionals through two operating segments: Online Services and Print
Publications. The Company's Online Services operations include
individualinvestor.com (www.individualinvestor.com) and
InsiderTrader.com (www.insidertrader.com). The Company's Print
Publications operations publishes and markets Individual Investor
magazine, a personal finance and investment magazine, Ticker, a
magazine for financial advisors, planners and brokers, and Individual
Investor's Special Situations Report, a financial investment
newsletter. Substantially all of the Company's operations are within
the United States.
The table below presents summarized operating data for the
Company's two business segments, consistent with the way such data is
utilized by Company management in evaluating operating results. Any
inter-segment revenues included in segment data are not material. The
accounting policies utilized in the table below are the same as those
described in Note 1 of the Notes to Condensed Consolidated Financial
Statements, as well as the consolidated financial statements and
footnotes thereto in the Company's Annual Report on Form 10-K for the
year ended December 31, 1999. Operating contribution represents the
difference between operating revenues less operating expenses (before
general and administrative ("G&A") and depreciation and amortization
expenses).
<TABLE>
Three Months Ended June 30, Six Months Ended June 30,
--------------------------- -------------------------
2000 1999 2000 1999
---- ---- ---- ----
<S> <C> <C> <C> <C>
Revenues:
Online Services $ 975,684 $ 318,547 $ 2,247,335 $ 571,516
Print Publications 4,212,331 3,385,090 9,104,014 7,133,937
------------- ------------- ------------- -------------
$5,188,015 $3,703,637 $ 11,351,349 $7,705,453
============= ============= ============= =============
Operating contribution (before G&A and depreciation and amortization
expenses):
Online Services (626,516) (712,357) (699,804) (1,194,467)
Print Publications 71,438 (92,636) 73,379 (215,904)
------------- ------------- ------------- -------------
(555,078) (804,993) (626,425) (1,410,371)
G&A and depreciation and
amortization expenses (1,378,091) (1,511,560) (2,971,626) (2,780,881)
Investment and other income 58,518 39,827 126,817 596,394
------------- ------------- ------------- -------------
Net loss from continuing operations $ (1,874,651) $ (2,276,726) $ (3,471, 234) $ (3,594,858)
============= ============= ============= =============
</TABLE>
Investments as of June 30, 2000 increased approximately $2.7
million as compared to December 31, 1999. This was primarily due to
investments in Tradeworx, Inc. and ReverseAuction.com, Inc. (see Note
2). Deferred advertising revenue as of June 30, 2000 increased
approximately $1.4 million as compared to December 31, 1999 mainly due
to investments in Tradeworx, Inc. and ReverseAuction.com, Inc. (see
Note 2), partially offset by revenue earned during the period.
Additionally, deferred subscription revenue as of June 30, 2000
increased approximately $0.4 million due to the timing of direct mail
and subscription renewal campaigns. There were no other material
changes from year-end 1999 in total assets, in the basis of
segmentation, or in the basis of measurement of segment profit or loss.
8. SUBSEQUENT EVENTS
Subsequent to June 30, 2000, the Company arranged a line of credit
whereby the Company may borrow principal amounts up to $2 million
secured by certain of its assets. Availability under the facility is
based on a formula of a percentage of eligible accounts receivable and
provides for interest on direct borrowings at an annual rate equal to
prime plus 1.5% plus fees based on the amount of the invoices financed.
The term of the line of credit is for a period of two years, subject to
certain termination provisions. On August 10, 2000 the Company received
its initial funding under this facility of $930,817.
The Company entered in to an agreement, dated August 10, 2000, for
the sale of two domain names that are not related to its current
business for cash consideration of $1 million. In connection with the
sale, the Company also ageeed to issue a warrant to purchase 250,000
shares of the Company's Common Stock at an exercise price of $2.00 per
share.
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Important Notice Concerning "Forward-looking Statements" in this Report
1. "Forward-looking Statements." Certain parts of this Report describe
historical information (such as operating results for the three and six months
ended June 30, 2000 and June 30, 1999, respectively), and the Company believes
the descriptions to be accurate. In contrast to describing the past, various
sentences of this Report indicate that the Company believes certain results are
likely to occur after June 30, 2000. These sentences typically use words or
phrases like "believes," "expects," "anticipates," "estimates," "will continue"
and similar expressions. Statements using those words or similar expressions are
intended to identify "forward-looking statements" as that term is used in
Section 27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended. Forward-looking statements include,
but are not limited to, projections of operating results for periods after June
30, 2000, concerning either a specific segment of the Company's business or the
Company as a whole. For example, projections concerning the following are
forward-looking statements: net revenues, operating expenses, net income or
loss, contribution to overhead, number of subscribers, subscription revenues,
revenues per advertising page, number of advertising pages, production expense
per copy, page views, revenues per page view, marketing expenses, sales
expenses, and general and administrative expenses. Except to the extent that a
statement in this Report is describing a historical fact, each statement in this
Report is deemed to be a forward-looking statement.
2. Actual Results May Be Different than Projections. Due to a variety
of risks and uncertainties, actual results may be materially different from the
results projected in the forward-looking statements. These risks and
uncertainties include those set forth in Item 2 (entitled "Management's
Discussion and Analysis of Financial Condition and Results of Operations") of
Part I hereof, in Exhibit 99 hereof and elsewhere in this Report, and in Item 1
(entitled "Business") of Part I and in Item 7 (entitled "Management's Discussion
and Analysis of Financial Condition and Results of Operations") of Part II of
the Company's Annual Report on Form 10-K for the fiscal year ended December 31,
1999, filed with the Securities and Exchange Commission.
3. The Company Has No Duty to Update Projections. The forward-looking
statements in this Report are current only on the date this Report is filed.
After the filing of this Report, the Company's expectations of likely results
may change, and the Company might come to believe that certain forward-looking
statements in this Report are no longer accurate. The Company shall not have any
obligation, however, to release publicly any corrections or revisions to any
forward-looking statements contained in this Report, even if the Company
believes the forward-looking statements are no longer accurate.
Three and Six Months Ended June 30, 2000 as Compared to the Three and Six Months
Ended June 30, 1999
Operating Loss
The Company's operating loss for the three and six months ended June
30, 2000 decreased 17% and 14%, to $1,933,169 and $3,598,051, respectively, as
compared to $2,316,553 and $4,191,252, respectively, in 1999. The decrease from
the prior year is primarily due to increased advertising revenues, partially
offset by increased promotion and selling and editorial, production and
distribution expenses.
Online Services operations provided a negative operating contribution
(before deducting G&A and depreciation and amortization expenses) of $626,516
and $699,804 for the three and six months ended June 30, 2000, as compared to a
negative operating contribution of $712,357 and $1,194,467, respectively, in
1999. The change in operating contribution from the prior year is primarily due
to increased advertising revenues, partially offset by increased editorial,
production and development, and promotion and selling expenses.
Print Publications operations provided a positive operating
contribution (before deducting G&A and depreciation and amortization expenses)
of $71,438 and $73,379 for the three and six months ended June 30, 2000, as
compared to negative contribution margins of $92,636 and $215,904 respectively,
in 1999. The change in operating contribution is primarily due to increased
advertising revenues, partially offset by increased promotion and selling, and
production and distribution expenses.
Revenues
Total revenues for the three and six months ended June 30, 2000
increased 40% and 47%, to $5,188,015 and $11,351,349, respectively, as compared
to $3,703,637 and $7,705,453, respectively, in 1999. Revenues for the Online
Services operations for the three and six months ended June 30, 2000 increased
206% and 293%, to $975,684 and $2,247,335, respectively, as compared to $318,547
and $571,516, respectively, in 1999. Revenues for the Print Publications
operations for the three and six months ended June 30, 2000 increased 24% and
28%, to $4,212,331 and $9,104,014, respectively, as compared to $3,385,090 and
$7,133,937, respectively, in 1999.
Online Services advertising revenues for the three and six months ended
June 30, 2000 increased 225% and 343%, to $871,064 and $2,049,729, respectively,
as compared to $267,989 and $463,276, respectively, in 1999. The increase in
advertising revenues from the prior year is attributable to several factors,
including a growth in page views and advertising impressions. Traffic to the
Company's web sites for the three and six months ended June 30, 2000 increased
56% and 88% to approximately 25 million and 53 million page views, respectively,
as compared to approximately 16 million and 28 million page views, respectively,
in 1999. For the six months ended June 30, 2000, the Company's Online Services
had 36 advertisers, two of which accounted for 48% of advertising revenues.
Print Publications advertising revenues for the three and six months
ended June 30, 2000 increased 30% and 35%, to $2,953,068 and 6,530,403,
respectively, as compared to $2,266,808 and $4,833,715 respectively, in 1999.
Individual Investor magazine's advertising revenues for the three and six months
ended June 30, 2000 increased 25% and 32%, to $1,916,967 and $4,382,012,
respectively, as compared to $1,533,090 and $3,317,479, respectively, in 1999.
This change relates primarily to an 9% and 16% respective increase in
advertising pages sold, combined with a 11% and 13% respective increase in the
net advertising rate per page, when compared to 1999. Ticker magazine's
advertising revenues for the three and six months ended June 30, 2000 increased
45% and 42%, to $1,036,101 and $2,148,391 respectively, as compared to $713,718
and $1,516,236, respectively, in 1999. This change relates primarily to a 44%
and 37% increase in advertising pages sold, respectively, when compared to 1999.
Print Publications circulation revenues for the three and six months
ended June 30, 2000 increased 15% and 12%, to $964,854 and $1,898,034,
respectively, as compared to $837,013 and $1,694,567, respectively, in 1999.
Subscription revenues for the three and six months ended June 30, 2000 increased
13% and 11%, to $697,914 and $1,410,286, respectively, as compared to $616,139
and $1,274,824, respectively, in 1999. The increase from the prior year is
primarily attributable to a change in the subscriber mix for Individual Investor
magazine, with more of the subscriber base being obtained from more lucrative
direct-to-publisher sources. This increase was partially offset by a reduction
in the number of subscribers to Individual Investor's Special Situations Report.
Newsstand revenues for the three and six months ended June 30, 2000 increased
21% and 16%, to $266,940 and $487,748, respectively, as compared to $220,874 and
$419,743, respectively, in 1999.
Print Publications list rental and other revenues for the three and six
months ended June 30, 2000 increased 5% and, 12% to $294,409 and $675,577,
respectively, as compared to $281,269 and $605,655, respectively, in 1999. The
increase relates primarily to higher list rental revenues attributable to the
Individual Investor magazine subscriber lists.
Operating Expenses
Total operating expenses from continuing operations for the three and
six months ended June 2000 increased 18% and 26%, to $7,121,184 and $14,949,400,
respectively, as compared to $6,020,190 and $11,896,705, respectively, in 1999.
Editorial, production and distribution expenses for the three and six
months ended June 30, 2000 increased 29% and 26%, to $3,450,735 and $6,871,215,
respectively, as compared to $2,684,104 and $5,439,822, respectively, in 1999.
Online Services production, development and editorial expenses for the three and
six months ended June 30, 2000 increased 73% and 75%, to $1,013,479 and
$1,969,949 respectively, as compared to $585,516 and $1,127,110, respectively,
in 1999. The increase from the prior year is primarily related to higher
editorial salaries and consulting fees, increased research costs, and costs
associated with enhanced analytical and research tools now available on the
Company's web sites, individualinvestor.com and InsiderTrader.com. Print
Publications editorial, production and distribution expenses for the three and
six months ended June 30, 2000 increased 16% and 14%, to $2,437,256 and
$4,901,266, respectively, as compared to $2,098,588 and $4,312,712,
respectively, in 1999. The increase from the prior year relates primarily to
Individual Investor magazine, which had an increase in the average number of
pages per issue, as well as higher editorial salaries and related costs.
Promotion and selling expenses for the three and six months ended June
30, 2000 increased 26% and 39%, to $2,292,358 and $5,106,559, respectively, as
compared to $1,824,526 and $3,676,002, respectively, in 1999. Online Services
promotion and selling expenses for the three and six months ended June 30, 2000
increased 32% and 56%, to $588,721 and $977,190, respectively, as compared to
$445,388 and $638,873, respectively, in 1999. The increase from the prior year
is primarily attributable to higher marketing and promotion expenses. Print
Publications promotion and selling expenses for the three and six months ended
June 30, 2000 increased 23% and 35% to $1,695,485 and $4,102,203, respectively,
as compared to $1,379,138 and $3,037,129, respectively, in 1999. The increase
from the prior year is primarily due to increased sales commissions relating to
higher sales, and higher recruiting fees as a result of hiring additional
in-house sales personnel.
General and Administrative expenses for the three and six months ended
June 30, 2000 were $1,234,868, and $2,688,437, respectively, as compared to
$1,359,985 and $2,532,476, respectively, in 1999. The decrease in the
three-month figure as compared to the same period in 1999 was primarily due to
lower professional fees, partially offset by higher salaries. The increase in
the six-month figure as compared to the same period in 1999 was primarily due to
higher salaries and rent expense, partially offset by lower professional fees.
Depreciation and amortization expense for the three and six months
ended June 30, 2000 were $143,223 and $283,189, respectively, as compared to
$151,757 and $248,405, respectively, in 1999. The increase in the six-month
figure as compared to the prior year is attributable to additional depreciation
for furniture and fixtures as well as the amortization of leasehold
improvements, primarily related to the move to the new corporate office in March
1999.
Investment and Other Income
Investment and other income for the three months ended June 30, 2000
increased 47% to $58,518 as compared to $39,827 in 1999. The increase for the
three-month period is primarily a result of higher average cash balances.
Investment and Other Income for the six months ended June 30, 2000 decreased
79%, to $126,817, as compared to $596,394 in 1999. The decrease for the six
month period is primarily attributable to realized gains of $502,451 from the
sales of investments during the first quarter of 1999.
Discontinued Operations
There was no net loss from discontinued operations for the three and
six months ended June 30, 2000 or June 30, 1999. No additional loss amounts were
recorded by the Company for discontinued operations because the Company believes
that any remaining net operating losses and related material costs associated
with these discontinued operations have been adequately provided for by
provisions established in 1998.
The Company's net investment in discontinued operations of $49,302 at
June 30, 2000 represents its share of the net assets of the domestic investment
fund, less any costs associated with discontinuing the investment management
services business.
Net Loss
The Company's net loss for the three and six months ended June 30
decreased 18% and 3% to $1,874,651 and $3,471,234, respectively, as compared to
$2,276,726 and $3,594,858, respectively, in 1999. No income taxes were provided
in 2000 or 1999 due to the net loss. The basic and dilutive net loss per
weighted average common share for the three and six months ended June 30, 2000
was $0.19 and $0.34, respectively, as compared to $0.25 and $.40, respectively,
in 1999. Although the Company's net loss for the six months ended June 30, 2000
decreased 3% as compared to 1999, the June 30, 1999 net loss included realized
gains of $502,451 from the sale of investments. Excluding the realized gains the
net loss for the six months ended June 30, 2000 decreased 15% as compared to
1999.
Liquidity and Capital Resources
As of June 30, 2000, the Company had working capital of $745,613, which
included cash and cash equivalents totaling $2,509,138. Subsequent to June 30,
2000, the Company arranged a line of credit whereby the Company may borrow
principal amounts up to $2 million secured by certain of its assets.
Availability under the facility is based on a formula of a percentage of
eligible accounts receivable and provides for interest on direct borrowings at
an annual rate equal to prime plus 1.5% plus fees based on the amount of the
invoices financed. The term of the line of credit is for a period of two years,
subject to certain termination provisions. On August 10, 2000 the Company
received its initial funding under this facility of $930,817.
The Company entered in to an agreement, dated August 10, 2000, for the
sale of two domain names that are not related to its current business for cash
consideration of $1 million. In connection with the sale, the Company also
ageeed to issue a warrant to purchase 250,000 shares of the Company's Common
Stock at an exercise price of $2.00 per share.
During the second quarter of 2000, the Company retained The Jordan,
Edmiston Group, Inc., the media investment bank, to explore a range of strategic
alternatives to enhance shareholder value, including the possible sale of the
Company. The Company is currently in discussions with several parties in
connection with this process. There can be no assurance that these discussions
will result in the Company obtaining additional financing or enhancing
shareholder value.
The Company's current levels of revenues are not sufficient to cover
its expenses. It is the Company's intention to control its operating expenses
while continuing to invest in its existing products. The Company anticipates
quarterly losses to continue through the remainder of 2000 and into 2001.
Profitability may be achieved in future periods only if the Company can
substantially increase its revenues and/or realize capital gains on investments
or the sale of certain assets while controlling increases in expenses. There can
be no assurance that revenues will be substantially increased, that capital
gains will be realized on investments (instead capital losses in fact may be
realized) or that certain assets will be sold, or that the increases in expenses
can be controlled adequately to enable the Company to attain profitability.
Management continues to expect that revenues will continue to grow in
the remainder of 2000 as compared to 1999. The Company plans to continue
investing in its Online Services because it believes that this line of business
offers the greatest opportunity for generating substantial revenues and
shareholder value over the longer term. There can be no assurance, however, that
online traffic growth in fact will be realized, or that if realized, it would
result in higher revenues or shareholder value. The Company also expects to
launch additional subscription-based online products if resources permit. There
can be no assurance, however, that such products in fact will be launched, be
launched on time, or that if launched, such products would be successful.
Print Publications advertising sales are expected to continue to
increase year-over-year. There can be no assurance, however, that advertising
sales will increase because higher advertising rates may not be accepted by
advertisers, advertising pages may decline for Individual Investor magazine,
circulation may drop at either or both Individual Investor magazine and Ticker
magazine, and the advertising mix may change. The Company also believes that a
stock market correction or "bear" market could adversely affect its ability to
sell advertising, particularly to the financial advertiser categories.
Based on the Company's current outlook, the Company believes that its
working capital will be insufficient to fund its operations and capital
requirements beyond the latter part of the fourth quarter of 2000 unless the
Company is able to obtain additional financial resources. The Company is
currently exploring its ability to obtain additional financing and/or the sale
of certain Company assets. No assurance can be given as to the availability of
additional financial resources or, if available, the terms upon which it may be
obtained. Any additional financing may result in dilution of an investor's
equity investment in the Company. If the Company is unable to obtain additional
financing on favorable terms, or at all, the Company would be unable to sustain
its current operations.
<PAGE>
INDIVIDUAL INVESTOR GROUP, INC. AND SUBSIDIARIES
PART II - OTHER INFORMATION
ITEM 1. Legal Proceedings
In July 1997, certain former limited partners of WisdomTree Associates,
L.P. ("WTA"), a domestic private investment fund of which WisdomTree Capital
Management, Inc., a wholly-owned subsidiary of the Company, is the general
partner, initiated an action in the Supreme Court of the State of New York,
County of New York, captioned Richard Tarlow and Sandra Tarlow v. WisdomTree
Associates, L.P., Bob Schmidt and Jonathan Steinberg, Index No. 113819/97.
Defendants moved to dismiss the action based on plaintiffs' failure to file a
complaint, and the action was dismissed without prejudice in October 1997. In
October 1998, plaintiffs moved to vacate the default judgment. Defendants
opposed the motion. In April 1999, the court denied plaintiffs' motion with
respect to Messrs. Schmidt and Steinberg, but granted the motion with respect to
WTA and plaintiffs were permitted to and did file and serve a complaint solely
against this defendant. WTA moved to dismiss the complaint as to all causes of
action other than the breach of contract claim, which motion was denied. WTA
subsequently answered the complaint and discovery was commenced. In February
2000, plaintiffs moved to amend their complaint to add Messrs. Schmidt and
Steinberg as defendants, and defendants moved for summary judgment. Both motions
were denied. Plaintiffs allege that WTA did not timely process plaintiffs'
request for redemption of their interest in WTA and the complaint seeks
approximately $470,000 in alleged compensatory damages, plus pre-judgment
interest, as well punitive damages. In August 2000 the parties agreed to settle
the litigation on undisclosed terms. The impact of the settlement is not
material to the Company's financial position or results of operations.
In addition to the foregoing matters, the Company from time to time is
involved in ordinary and routine litigation incidental to its business; the
Company currently believes that there is no such pending legal proceeding that
would have a material adverse effect on the consolidated financial statements of
the Company.
<TABLE>
ITEM 2. Changes in Securities
Sales of Unregistered Securities
<S> <C> <C> <C> <C> <C>
Consideration received and Exemption from If option, warrant or
Date of sale Title of security Number Sold description of underwriting or registration convertible security, terms
other discounts to market claimed of exercise or conversion
price afforded to purchasers
----------------- --------------------- ------------ -------------------------------- ---------------- -----------------------------
4/00 - 6/00 Options to purchase 77,000 Exercise price would be Section 4(2) Vesting over a period of
common stock received upon exercise four years from date of
granted to employees grant, subject to certain
conditions of continued
service; exercisable for a
period lasting ten years
from date of grant at
exercise prices ranging from
$2.00 to $4.4375 per share
----------------- --------------------- ------------ -------------------------------- ---------------- -----------------------------
</TABLE>
ITEM 4. Submission of Matters to a Vote of Security Holders
On June 21, 2000, the company held the annual meeting of stockholders
for the purpose of electing two directors for a term of three years and of
adopting the 2000 Performance Equity Plan.
Mr. Jonathan Steinberg and Mr.E Drake Mosier were elected directors of
the Company for a term three years. The shares of Common Stock voted on the
election of Mr. Steinberg and Mr. Mosier were as follows:
For Authority Withheld
--- ------------------
Mr. Steinberg 8,232,048 191,664
Mr. Mosier 8,240,514 183,198
The shares of Common Stock voted on the matter to approve the
2000 Performance Equity Plan were as follows:
For Against Abstention Broker Non-Votes
--- ------- ---------- ----------------
5,783,726 230,702 17,500 2,391,784
<PAGE>
ITEM 6. Exhibits and Reports on Form 8-K
(a) Exhibits
<TABLE>
Exhibit
No. Description Method of Filing
--- ----------- ----------------
<S> <C> <C>
3.1 Amended and Restated Certificate of Incorporated by reference to Exhibit 3.2 to the
Incorporation Registrant, of as amended Form 10-Q for the quarter ended June 30, 1999
through June 22, 1999
3.2 By-laws of Registrant amended through Incorporated by reference to Exhibit 3.3 to the
April 27, 1999 Form 10-Q for the quarter ended June 30, 1999
4.1 Specimen Certificate for Common Stock of Incorporated by reference to Exhibit 4.1 to the
Registrant Registrant's Registration Statement on Form S-18
(File No. 33-43551-NY)
10.1 Factoring Agreement, dated August 1, 2000 File herewith
between SYSTRAN Financial Services
Corporation and the Registrant
27 Financial Data Schedule March 31, 2000 Filed only with the electronic submission of Form
10-Q in accordance with the EDGAR requirement
99 Certain Risk Factors Filed herewith
</TABLE>
(b) Reports on Form 8-K
The Company did not file any reports on Form 8-K during the Quarter Ended June
30, 2000.
<PAGE>
SIGNATURES
In accordance with the requirements of the Securities Exchange Act of 1934, the
Registrant caused this report to be signed on its behalf by the undersigned
thereunto duly authorized.
DATE: August 14, 2000
INDIVIDUAL INVESTOR GROUP, INC. (Registrant)
By: /s/ Jonathan L. Steinberg
Jonathan L. Steinberg, Chief Executive Officer and Director
By: /s/ David H. Allen
David H. Allen, Chief Financial Officer
By: /s/ Henry G. Clark
Henry G. Clark, Vice President Finance
(Principal Accounting Officer)
Exhibit 10.1
SYSTRAN Financial Services Corporation
FACTORING AGREEMENT
This Factoring Agreement (the "Agreement") is between SYSTRAN Financial Services
Corporation and its affiliates, including but not limited to Textron Financial
Corporation ("SYSTRAN") and Individual Investor Group, Inc. (the "Seller"),
whose address is set forth on the last page hereof. In consideration of mutual
covenants herein contained and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties agree as
follows:
1. DEFINITIONS: A "Debtor" means a person or entity obligated to pay a
Bill. A "Bill" means any right to payment for services rendered or goods sold by
Seller to a Debtor evidenced by a writing which complies with the general
requirements of SYSTRAN as those may be set forth in the Seller Information
Manual, as described in Paragraph 2.8. A "Chargeback" means a return of a Bill
to Seller and a debit of Seller's account. "Recourse" means the right to
Chargeback a Bill to Seller.
2. PURCHASE OF BILLS.
2.1. Seller agrees to present for purchase such Bills as it desires
SYSTRAN to purchase arising from the services of Seller and goods sold by
Seller. SYSTRAN, at its sole discretion, may purchase such Bills as SYSTRAN
determines meet the standards set by SYSTRAN from time to time. Seller shall
submit to SYSTRAN an original and two (2) copies of each Bill which shall be
attached to a schedule form provided by SYSTRAN. Should the Debtor require any
additional documentation as a prerequisite to payment, Seller will also provide
such documentation with each Bill.
2.2. SYSTRAN will settle with the Seller by mailing or sending via
facsimile to the Seller a settlement statement setting forth the Bills
purchased, the amount paid, and any deductions made for fees, charges or
security deposit and depositing funds as follows:
[ ] Mail funds due Seller. [ ] U.P.S. funds due Seller. [ ] Wire funds
due Seller into bank account specified by Seller on wire authorization form. [ ]
Deposit funds due Seller.
2.3. Any payment to Seller may be reduced by SYSTRAN by any amount due
from Seller to SYSTRAN, including but not limited to the security deposit,
Chargebacks, fees and costs.
2.4. SYSTRAN will give notice to the Debtors of the assignment of any
Bills purchased by placing a legend on the Bills stating the Bills have been
sold and assigned to SYSTRAN and are payable to SYSTRAN at an address designated
by SYSTRAN. Seller agrees that all Debtors can be notified of an address
specified by SYSTRAN, and Seller will not attempt to direct payment other than
to that address. Seller agrees to pay all costs and expenses incurred by SYSTRAN
in giving such notice or notices as SYSTRAN deems necessary by whatever means
SYSTRAN deems necessary. All remittances received by Seller for payment of Bills
previously sold to SYSTRAN are the property of SYSTRAN and shall be held in
trust by Seller for SYSTRAN and shall be delivered immediately to SYSTRAN in the
identical form of payment received by Seller. Should Seller receive a check
comprising payment both to Seller and SYSTRAN, Seller will turn over the check
to SYSTRAN, and SYSTRAN will refund Seller's portion to Seller, less any amounts
outstanding and due from Seller to SYSTRAN. In the event that Seller collects
directly from the Debtor a Bill which has been sold to SYSTRAN and Seller does
not deliver immediately to SYSTRAN the identical form of payment received by
Seller, Seller will be charged an administrative fee. The amount of the fee
shall be determined by SYSTRAN at its sole discretion, but shall not exceed
three times the normal fee, pursuant to paragraph three below. Seller agrees
that any collection by or directly from the Debtor by Seller of a Bill which has
been sold to SYSTRAN is a default under the terms of this Agreement.
2.5. Any Bills in a special purchase shall be subject to all
provisions of this Agreement. A special purchase is the purchase at the
beginning of the factoring relationship of Seller's Bills that are either billed
by Seller, previously financed by a lender, or previously sold and assigned to
another factor.
2.6. SYSTRAN has provided to Seller a Seller Information Manual, which
is a guide to policy and procedures concerning daily submission of Bills,
collection efforts, and other matters. The Seller Information Manual is not part
of this Agreement. Seller hereby acknowledges receipt of the Seller Information
Manual. These procedures are only guidelines to ensure the efficient operation
of the factoring process. SYSTRAN may change any procedure at any time, and may
choose not to follow procedures at its discretion.
3. SERVICE FEES. SYSTRAN shall charge and Seller shall pay a fee of one
point two five (See Exhibit "A") percent ( %) of the face amount of all Bills
purchased and an additional service fee as follows: $1.15 per bill . The service
fee shall be payable upon the purchase of any Bill by SYSTRAN, and SYSTRAN may
choose to collect service fees either from payments due Seller or may bill the
Seller periodically. SYSTRAN may, upon prior notice to Seller, change any fee
and such change shall be effective upon receipt of the notice; provided, that
SYSTRAN may change the amount of any fee caused by a change in SYSTRAN's cost of
funds without prior notice to Seller, but must notify Seller of such change on
the next settlement statement sent to the Seller. A fee change due to a change
in cost of funds will be effective upon the date of the change which will be
indicated on the settlement statement.
3.1. MINIMUM VOLUME AND FEE. Seller agrees to sell to SYSTRAN a
minimum of $15,000.00 in Bills per month. In the event that Seller fails to sell
$15,000.00 in Bills per month for each of two consecutive months, Seller's fee
will automatically be increased at the beginning of the third month. The minimum
fee after the increase will be 4.5% or the current fee, whichever is higher.
SYSTRAN may increase the fee beyond these levels at its discretion. The fee will
be automatically lowered to the last fee in effect should Seller's monthly
purchase volume exceed $15,000.000 per month for each of two consecutive months.
4. DEPOSIT. In order (a) to secure Seller's performance of its
obligations arising hereunder, (b) to provide security for payment of Seller's
liabilities or deficiencies arising hereunder, and (c) to provide security to
SYSTRAN's borrowing sources, Seller shall deliver to SYSTRAN the deposit
described below. Seller acknowledges that SYSTRAN has given its lender a
security interest in all of its customer deposits to secure payment of certain
credit lines to finance SYSTRAN's Sellers' accounts receivable. Seller hereby
transfers and assigns to SYSTRAN all of Seller's rights in and to such deposit
on the conditions set forth below and subordinates all of its right, title and
interest in and to such deposit to the right, title and interest of SYSTRAN's
lender to such deposit. The foregoing transfer and subordination are absolute
and unconditional. Subject to the subordination, the terms of the deposit are as
follows.
4.1. AMOUNT OF DEPOSIT. Seller's deposit shall be equal to twenty
percent (20%) of Seller's Bills that are ninety (90)days old or less computed
from date of purchase.
4.2. ADJUSTMENT OF DEPOSIT. The amount of Seller's deposit will be
reviewed and, if necessary, adjusted each day. Increases in the amount of
Seller's deposit will be withheld by SYSTRAN from payments to Seller to the
extent necessary pursuant to this Agreement. If sufficient bills are not
purchased to fund the increase, Seller will pay the amount of the increase upon
demand. Decreases will be repaid to Seller from Seller's deposit amount.
4.3. REPAYMENT OF DEPOSIT. Effective upon termination of this
Agreement, no Deposit will be released to Seller except at SYSTRAN's sole
discretion, unless all amounts owing to SYSTRAN have been paid in full by
Seller. Effective upon termination, all other sums that may become due to Seller
by SYSTRAN will be included in the Deposit. The effective Deposit percentage may
be greater than the Deposit percentage set forth in paragraph 4.1 The balance of
the Deposit will be repaid to Seller at such time as all Bills are paid in full.
In the event that Chargebacks to Seller exceed the amount of Seller's Deposit,
none of Seller's Deposit will be repaid and Seller will pay SYSTRAN an amount
equal to such excess. Such excess amount shall bear interest at four percent
(4%) over prime as announced by SYSTRAN's lender from the date notice of the
excess liability is rendered to Seller until payment is received.
5. SECURITY INTEREST. The purchase of the Bills of Seller by SYSTRAN is
absolute subject to the right to Chargeback. In addition to the outright
ownership of those Bills purchased by SYSTRAN, to secure the payment and
performance of indebtedness and obligations of Seller to SYSTRAN now existing
and hereafter arising, SYSTRAN shall have and is hereby granted a present
continuing security interest in all Bills, accounts and accounts receivable of
Seller, whether now existing or hereafter created, together with all guaranties,
securities, books and records, accounts, correspondence, and documents with
respect to such Bills, and, in addition, Seller hereby grants SYSTRAN a security
interest in the deposit provided for in Section 4 above, all of Seller's
inventory, contract rights, general intangibles, money, instruments, documents,
chattel paper, securities, credits, claims and demands against SYSTRAN or
others, and all other goods and personal property of all kinds belonging to the
Seller, whether presently existing or hereafter acquired, together with any
proceeds, products.
5.1. FINANCING STATEMENTS. Seller shall not execute or file any
financing statement, supplements or amendments thereto, or any other instruments
or security agreement covering the collateral described above in favor of anyone
other than SYSTRAN. Seller shall execute and deliver to SYSTRAN any financing
statements, title documents, supplements or amendments thereto and any other
instruments which SYSTRAN from time to time may reasonably require to perfect,
preserve, protect or enforce the security interest of SYSTRAN hereunder or the
priority of such security interest. Seller shall pay all costs of filing such
statements or instruments with appropriate governmental authorities together
with the costs of all lien searches. Seller agrees that either a carbon,
photocopy, or other reproduction of this Agreement is sufficient as a financing
statement under this Agreement.
5.2. SYSTRAN may, in its sole discretion, elect to discharge any
security interest, lien or other encumbrance upon any bill for service or bill
for goods sold purchased by SYSTRAN. Any such payments and all expenses incurred
in connection therewith shall be treated as a Chargeback. SYSTRAN shall have no
obligation to discharge any such security interest, lien or encumbrance.
6. RECOURSE, DISPUTES AND CHARGEBACKS.
6.1. All Bills are purchased by SYSTRAN from Seller with full
recourse. All Bills may be Chargedback to Seller at any time after ninety (90)
days after the purchase date if not collected from Debtor within such period or
at any time, if SYSTRAN determines, in its sole discretion, that the Bill is not
collectible. SYSTRAN shall not deem a disputed Bill uncollectible without
allowing Seller a reasonable time to settle the dispute not to exceed twenty-one
(21) days from notice of dispute. It is within SYSTRAN's discretion as to when a
Bill over such time periods may be Chargedback to Seller. Regardless of Bill
type: 1) All Bills in a special purchase by SYSTRAN, as defined in paragraph
2.5, are subject to Chargeback ninety (90) days from the date of special
purchase by SYSTRAN; 2) All Bills owing by Canadian Debtors and logistics
companies are subject to Chargeback ninety (90) days from the date of purchase
by SYSTRAN.
6.2. In addition, SYSTRAN reserves the right, however, from time to
time and at its absolute discretion, to Chargeback to Seller any Bill which does
not conform to the representations and warranties set forth in the Agreement or
is discovered not to conform with the reasonable standards which SYSTRAN may set
for Bills. SYSTRAN shall have a continuing security interest in any Bill which
is Chargedback to the Seller, but Seller shall immediately upon receiving notice
of a Chargeback pay to SYSTRAN the Chargeback amount and does hereby authorize
SYSTRAN to deduct any Chargeback from the daily settlements described in Section
2. Interest on any unsatisfied Chargeback shall bear interest at the rate of
four percent (4%) over prime as announced by SYSTRAN's lender. Chargeback of any
Bill does not authorize Seller to collect any outstanding sum owing on that Bill
from a Debtor. All amounts owing on from the Debtor on a Chargeback Bill remain
payable to SYSTRAN.
6.3. COLLECTION OF BILLS. SYSTRAN may, but is not required to,
commence any action, including legal action, to collect a Bill. All costs of
collection, including attorney fees, court fees, and costs of investigation,
will be the responsibility of the Seller. Prior to any act of default, SYSTRAN
will commence litigation only with Seller's authorization. Subsequent to an act
of default and failure to cure in accordance with paragraph 20, SYSTRAN may file
suit as it decides necessary without Seller's authorization. In the event of
default, Seller hereby grants authorization to SYSTRAN to settle or compromise
any bill dispute, including litigation, with any uncollected amount being
subject to Chargeback, together with all other amounts for which Seller is
obligated to SYSTRAN.
7. WARRANTIES AND REPRESENTATIONS.
7.1. Seller warrants and represents with respect to all Bills sold to
SYSTRAN that (a) the Bill is genuine and in all respects what it purports to be;
(b) Seller has good title to the Bill and the Bill is free and clear of all
encumbrances, liens and prior claims, and that the Seller has the legal right to
sell the Bill; (c) Seller has no knowledge of any fact which may impair the
validity of the Bill or make it uncollectible in accordance with its terms and
face amount; (d) the Bill made according to lawful and valid contracts which
Seller has executed; (e) Seller has no knowledge of any counterclaims or setoffs
or defenses existing in favor of the Debtor, whether arising from the services
or products which are the subject of the Bill or otherwise and there has been no
agreement as to the issuance or granting of any discount on the Bill; (f) the
Bill is not a duplicate of and does not cover the same services or charges or
purchase price as a Bill previously purchased by SYSTRAN from the Seller or
billed directly by the Seller to the Debtor; (g) Seller does not own, control,
or exercise dominion over the business of any Debtor whose Bills are factored by
Seller to SYSTRAN. Seller is not a subsidiary of any Debtor and no Debtors
control or exercise dominion over the business of Seller; (h) Seller will not
under any circumstances or in any manner whatsoever interfere with any of
SYSTRAN's rights under the Factoring Agreement in connection with SYSTRAN's
factoring of Seller's Bills; (i) immediately upon sale of Bills to SYSTRAN,
Seller will make proper entries on its books and records, disclosing the
absolute sale of such Bills to SYSTRAN; (j) Seller has not and will not pledge
the credit of SYSTRAN to any person or business for any purpose whatsoever.
7.2. If the Seller is a corporation, it is duly organized, existing,
and in good standing under the laws of Delaware. If Seller represents him or
herself to be a sole proprietorship or a partnership, such representation shall
be deemed conclusive and binding upon Seller. Seller is duly qualified to do
business and is in good standing in every other state in which such
qualification is required. If Seller is a corporation, execution, delivery and
performance hereof are within its corporate powers, have been duly authorized,
and are not in contradiction of law or the terms of its charter, by-laws or
other incorporation papers, or any indenture, agreement or undertaking to which
it is a party or by which it is bound. In addition, the Seller has all material
licenses and certificates necessary for the operation of its business and the
issuance of Bills.
8. POWER OF ATTORNEY. In order to carry out the Factoring Agreement, and
to avoid unnecessary notification of Debtors, Seller irrevocably appoints
SYSTRAN or any person designated by SYSTRAN, its special attorney-in-fact or
agent with power to: Bill, receive and collect all amounts which may be due or
become due to Seller from Debtors and to use Seller's name for purposes of
billing and collection of amounts due; Delete Seller's address on all Bills
mailed to Debtor and substitute SYSTRAN's address with regard to all Bills of
Seller; Receive, open and dispose of all mail addressed to Seller or Seller's
trade name at SYSTRAN's address; Negotiate checks received in payment whether
payable to Seller or to SYSTRAN; endorse the name of Seller or Seller's trade
name on any checks or other evidences of payment that may come into the
possession of SYSTRAN on Bills purchased by SYSTRAN and on any invoices or other
document relating to any of the Bills; In Seller's name, or otherwise, demand,
sue for, collect and get or give releases for any and all monies due or to
become due on Bills; Compromise, prosecute, or defend any action, claim or
proceeding as to Bills purchased by SYSTRAN. Nothing herein shall require
SYSTRAN to instigate or become a party to any litigation as more fully set forth
in Paragraph 6.3; Notify Debtors of assignment of accounts to SYSTRAN; and
notify, direct, and instruct Debtors in Seller's name or Seller's trade name of
the remit-to address and procedures for making payment on any Bills that are
sold to SYSTRAN; Take all steps necessary to ensure payment of such amounts due;
and do any and all things in Seller's name necessary and proper to carry out the
purpose intended by the Factoring Agreement.
9. ADDITIONAL DOCUMENTS. The Seller shall at all times, do, make, execute
and deliver all such additional and further instruments as may be reasonably
requested by SYSTRAN in order to more completely vest in and assure to SYSTRAN
and make available to it, the property and rights herewith or hereafter granted
or assigned and transferred to SYSTRAN as collateral and to evidence the sale of
the Bills to SYSTRAN and to carry into effect the provisions and intent of this
Agreement.
10. LOCATION OF BOOKS AND RECORDS, PLACE OF BUSINESS. It is understood
that Seller's place of business is the one set forth in this Agreement and that
all of its books, accounts, correspondence, papers and records pertaining to the
services or sales of products are located there, and all such books, accounts,
correspondence, papers and records will be opened for SYSTRAN's inspection at
all reasonable times.
11. INDEMNIFICATION OF SYSTRAN; SALES AND EXCISE TAXES. Seller will
indemnify and hold SYSTRAN harmless against any and all liability, loss or
expense, including attorney's fees, caused by or arising out of any alleged
claims, defenses, setoffs or counterclaims asserted by any party and relating in
any manner to the Bills purchased by SYSTRAN hereunder. In the event any sales
or excise taxes are imposed by any state, federal or local authorities with
respect to any of the Bills sold and assigned hereunder, where such taxes are
required to be withheld or paid by SYSTRAN, Seller shall also indemnify SYSTRAN
and hold it harmless with respect to all such taxes and hereby authorizes
SYSTRAN to charge to Seller's account any such tax that is paid or withheld by
SYSTRAN. SYSTRAN may charge the deposit for any amount due under this paragraph.
12. FINANCIAL INFORMATION. So long as Seller factors or has any absolute
or contingent obligation of any kind owing to SYSTRAN, the Seller will provide
information regarding the business, affairs and financial condition of the
Seller and its subsidiaries as SYSTRAN may reasonably request, including
financial statements.
13. REORGANIZATION, ACQUISITIONS, CHANGE OF NAME OR LOCATION. Seller shall
notify SYSTRAN in writing not less than thirty (30) days prior to (a) any change
of its name or use of any trade names or (b) any change in the address of the
chief executive office and/or chief place of business of Seller or the location
of any records pertaining to the Bills, and/or (c) any change in company form or
status through merger or consolidation with or into any corporation or any sale,
lease, transfer or disposal of all or any substantial parts of its assets
whether now owned or hereafter acquired.
14. BANKRUPTCY. Seller agrees to notify SYSTRAN of any voluntary or
involuntary bankruptcy petition filed by or against it or any guarantor within
twenty-four (24) hours of such filing.
15. LITIGATION. Except as disclosed in writing, Seller represents and
warrants to SYSTRAN as follows: There are no suits or proceedings pending or to
the knowledge of Seller, threatened against or affecting Seller or any of its
subsidiaries which, if adversely determined, would have a material adverse
effect on the financial condition or business of Seller and its subsidiaries and
there are no proceedings by or before any governmental commission, board,
bureau, or other administrative agency pending or, to the knowledge of Seller,
threatened, against Seller or any of its subsidiaries. Further, Seller
represents and warrants there is no claim, loss contingency, or proceeding,
whether or not pending, threatened or imminent, against or otherwise affecting
Seller that involves the possibility of any judgment or liability not fully
covered by insurance or that may result in a material adverse change in the
business, properties, or condition, financial or otherwise, of Seller.
16. TRADE NAMES. Seller represents and warrants to SYSTRAN that it
utilizes no trade names in the conduct of its business except Individual
Investor Group, Inc. and Ticker Magazine.
17. TAXES. Seller represents and warrants to SYSTRAN that: Seller has
filed all federal, state, and local tax returns and other reports it is required
to file and has paid or made adequate provision for payment of all such taxes,
assessments, and other governmental charges.
18. NO CONSENT OR APPROVAL NEEDED. Seller represents and warrants to
SYSTRAN as follows: No consent or approval of any person, no waiver of any lien
or other similar right, and no consent, license, approval, authorization, or
declaration of any governmental authority, bureau, or agency is or will be
required in connection with the execution, delivery, performance, or
enforcement, validity or priority of this Agreement or any other agreement,
instrument, or document to be executed or delivered in connection herewith.
19. Term and Termination
This Agreement is for a term of two(2) year from the date that a duly authorized
representative of SYSTRAN executes this Agreement. The term of this Agreement
shall renew automatically for additional one (1) year terms unless sooner
terminated in accordance with the terms hereof. Seller may terminate this
Agreement effective at the end of any term by giving thirty(30) days prior
written notice to SYSTRAN at the address set forth in this Agreement. Seller may
continue to offer any of its Bills to SYSTRAN during such thirty(30) day period.
SYSTRAN may terminate this Agreement at any time and for any reason by notifying
Seller in writing of such termination.
All of Seller's representations, warranties, and other provisions of this
Agreement shall survive such termination until SYSTRAN has been paid in full and
Seller has fully performed all of its obligations. In addition, should any
transfer of money or property to SYSTRAN hereunder be avoided in a bankruptcy
proceeding involving Seller, any Account Debtor of Seller, or otherwise, then
Seller's obligations hereunder shall be reinstated and/or supplemented to the
extent of the avoided transfer, whether or not this Agreement has otherwise been
terminated.
Notwithstanding the foregoing, Seller has the option to terminate this Agreement
prior to the end of any term by giving SYSTRAN thirty (30) days prior written
notice. Seller may continue to offer any of its Bills to SYSTRAN during such
thirty (30) day period. Seller shall be deemed to have terminated this Agreement
prior to the end of any term on the date that Seller shall have ceased
presenting Bills to SYSTRAN in the normal course for an uninterrupted period of
thirty (30) days ("Deemed Termination"). Upon notice of early termination, or
the date of a Deemed Termination by Seller, prior to the end of any term,
whether or not Seller continues to offer its Bills to SYSTRAN during the thirty
(30) day notice period applicable to Seller, Seller shall be obligated to pay to
SYSTRAN, and Seller's deposit may be charged, an early termination premium
("Early Termination Premium") in an amount equal to two point one seven percent
( 2.17%) times the dollar volume of Bills purchased by SYSTRAN during the month
in which Seller's dollar volume of Bills purchased by SYSTRAN was the greatest
multiplied by the number of months remaining in the then current term, or eleven
(11) months, whichever is lower. Any partial month remaining in the current term
shall constitute a full month for the purpose of calculating the Early
Termination Premium. In addition, if SYSTRAN buys Bills from Seller as part of a
special purchase, and should Seller terminate this Agreement within the first
four (4) months of the term of this Agreement, Seller's Deposit shall be charged
an Early Termination Premium in the amount of the balance of the Deposit on the
termination date. The termination date shall be thirty (30) days after SYSTRAN'S
receipt of the termination notice or on the Deemed Termination date, unless a
termination notice specifies a date that is more than thirty (30) days but less
than sixty (60) days after SYSTRAN's receipt of the termination notice. If
SYSTRAN terminates this Agreement prior to the end of any term upon any default
in the performance of Seller under this Agreement, in view of the impracticality
and extreme difficulty in ascertaining actual damages and by mutual agreement of
the parties as to the reasonable calculation of SYSTRAN's lost profits as a
result thereof, Seller shall be obligated to pay SYSTRAN upon the effective date
of such termination, and Seller's deposit may be charged, a premium in an amount
equal to the Early Termination Premium as set forth above.
20. EVENTS OF DEFAULT. The following shall be events of default under the
terms of this Agreement: (a) default by Seller in the performance or payment,
when due or payable, of any obligation under this Agreement or any other
obligation of the Seller to SYSTRAN or any other financial institution or bank;
(b) Seller agrees to the appointment of a receiver for its assets, makes general
assignment for the benefit of creditors or declares that it is unable to pay its
debts as they mature; (c) Seller files a proceeding under any law for the relief
of Debtors, including but not limited to, Title 11 of the United States Code,
the so-called Bankruptcy Code or any other similar law which may exist; (d) any
involuntary petition under the Bankruptcy Code or similar statute has been filed
against the Seller and not dismissed within sixty (60) days after filing without
the entry of an order for relief; (e) the issuance of an attachment, execution,
tax assessment or similar process against the Seller or its property which is
not released within ten (10) days of its attachment; (f) any of the
representations and warranties in Section 7.1 of this Agreement were not true
with respect to any Bill at the time the Bill was sold to SYSTRAN or any other
representation or warranty in this Agreement was not true when made.
20.1. In addition to all other remedies provided by law, upon the
occurrence of an event of default and failure to cure same within ten (10)
business days of Seller's receipt of written notice thereof, SYSTRAN may upon
notice to the Seller immediately increase the amount of the deposit required
under Section 4 of this Agreement to one-hundred percent (100%) of the
outstanding amount of Bills purchased from the Seller, and the Seller shall
immediately deliver to SYSTRAN funds sufficient to create this one-hundred
percent (100%) deposit. If Seller shall fail to make any such payment, SYSTRAN
may immediately Chargeback to the Seller any or all of the Bills which SYSTRAN
has purchased from Seller, and Seller shall immediately pay to SYSTRAN the
amount of such Chargeback. Should Seller fail to make such payment, SYSTRAN may
seek payment of the deficiency from Seller and simultaneously collect all
Chargedback Bills until the deficiency is satisfied. The deficiency will bear
interest at the rate of prime plus four percent (4%) from the date it is
incurred. Prime shall be that rate announced by SYSTRAN's lender on the date of
the deficiency and may be adjusted with any change in the prime rate.
20.2 In addition to all other remedies provided by law, upon the
occurrence of an Event of Default and failure to cure same within ten (10)
business days of Seller's receipt of written notice thereof, SYSTRAN, upon
application to a court of competent jurisdiction and without the necessity of
posting a bond or undertaking, shall be entitled as a matter of strict right,
without notice and without regard to the value of any Bills or the solvency of
any party bound for payment of the Bills, to injunctive relief to enforce the
terms of this Agreement and to the appointment of a Receiver to (a) take
possession of, collect and apply the proceeds of Bills, and take any and all
actions deemed appropriate by such Receiver to enforce such Bills, and/or (b)
enter upon the business premises of, take possession of and operate the Seller
and all of its assets including, without limitation, taking any and all actions
deemed appropriate, for the protection, possession, control, management and
operation of the Seller's business, its assets and the Bills. Seller hereby
acknowledges and agrees that if an Event of Default occurs and continues for a
period of more than ten (10) business days after the Seller's receipt of written
notice of such default, (a) the Bills and the proceeds of the same are then in
danger of being lost, removed or materially injured; and (b) the Seller is
insolvent, or in imminent danger of insolvency. Seller unconditionally consents
to the appointment of a receiver as provided herein. The receiver shall have all
of the rights and powers permitted under the laws of any state wherein any asset
of the Seller is situated. Seller will pay SYSTRAN upon demand all expenses,
including receiver's fees, attorney's fees, costs and agent's compensation,
incurred pursuant to this paragraph, and any such amounts paid by SYSTRAN shall
be secured by the security interest granted herein. Further, Seller expressly
consents that the receiver appointed under this paragraph may be SYSTRAN or one
of SYSTRAN's employees, representatives or attorneys. Nothing herein requires
SYSTRAN to seek the appointment of a receiver or injunctive relief, nor does
this paragraph in any way diminish SYSTRAN's right under paragraph 8 or any
other provision of this Agreement or under applicable law.
21. EXPENSES OF ENFORCEMENT. With respect to any default under this
Agreement, Seller shall reimburse SYSTRAN for all costs and expenses, including
reasonable attorneys', paralegals', accountants', and other experts and
professional fees and all other fees and costs reasonably and actually incurred
in connection with the default, or in the event that a suit, action,
arbitration, or other proceeding of any nature, including, without limitation,
any proceeding under the united States Bankruptcy Code, any action seeking a
declaration of rights or an action for rescission is instituted to interpret or
enforce this Agreement, including, but not limited to such fees and cost
associated with trial and appeals.
22. JURISDICTION AND VENUE. This Agreement shall be deemed to be a
contract under the laws of the State of Oregon and for all purposes shall be
governed by and construed in accordance with the laws of that state. Seller
irrevocably agrees that any legal action or proceeding brought by or against
Seller with respect to the Agreement will be brought in the courts of the State
of Oregon or in the U.S. District Court for the District of Oregon. Seller
consents to the jurisdiction of such courts. This provision shall not limit the
right of SYSTRAN to bring such actions or proceedings against Seller in the
court of such other states or jurisdictions where Seller may be subject to
jurisdiction. Seller expressly authorizes service of process in any such suit or
action on its behalf upon Registered Agent: , at (address) or upon such other
agent as SYSTRAN may approve in writing, as its agent for such purposes.
23. WAIVER, NOTICE. The waiver by SYSTRAN of the breach of any term of
this Agreement or of the compliance therewith shall not be construed as a waiver
of any other breach or compliance. Notices from either party to the other shall
be given in writing and mailed postage prepaid, registered or certified mail, or
placed in the hands of a national overnight delivery service, addressed to the
addresses set forth opposite each party's name below, or at such other address
as either party may hereafter advise the other in writing.
24. ASSIGNMENT. Seller may not assign any of its rights or obligations
hereunder. SYSTRAN may assign or grant a security interest in this Agreement or
in any Bills purchased by SYSTRAN without Seller's consent. SYSTRAN may assign
any of its rights and remedies with respect to such Bills including the right to
notify Debtors to make payment to SYSTRAN's assignee.
25. SEVERABILITY. The provisions of this Agreement are severable and if
any of these provisions shall be held by any court of competent jurisdiction to
be unenforceable such holding shall not affect or impair any other provisions
hereof.
26. COMPLETE UNDERSTANDING. This Agreement comprises the complete
understanding among the parties and may only be varied by a writing executed by
the parties hereto. Paragraph headings are for convenience only.
27. NO OFFER/COMMITMENT. The presentation of this Agreement to Seller does
not constitute either an offer or commitment to purchase Bills or to extend to
Seller credit of any kind.
Executed this 1st day of August, 2000.
Individual Investor Group, Inc.
By: /s/ Jonathan Steinberg
-----------------------
(Signature)
Title:
Address: 125 Broad Street, 14th Floor
New York, NY 10004
================================================================================
County of New York
On this 1st day of August , 20 , before me personally appeared Jonathan
Steinberg , whose identity is personally known to me (or proved to me on the
basis of satisfactory evidence) and who by me duly sworn, (or affirmed), did say
that he (she) is the CEO (title or office) of the Individual Investor Group,
Inc. , and that said document was signed by him (her) in behalf of said
corporation by authority of its bylaws or of a Resolution of its Board of
Directors, and acknowledged to me that said corporation executed the same.
My Commission Expires: /s/ Oliver Demassis
-----------------------------
10/14/2000 (Signature of Notary Public)
Accepted:
SYSTRAN Financial Services Corporation Address: 4949 SW Meadows Rd. Suite 500
Lake Oswego, Oregon 97035
Post Office Box 3289
Portland, Oregon 97208-3289
By: /s/ J. David Retallick
-----------------------------
(Signature)
<PAGE>
EXHIBIT "A"
In addition to the fee charged in Paragraph 3, SYSTRAN shall charge and Customer
shall pay a fee at an annual rate equal to prime plus one point five (1.5%) of
all funds employed to purchase Bills. Prime is defined as the prime rate as
announced by Wells Fargo Bank, N.A. Funds employed shall be calculated by
SYSTRAN on a daily basis based upon bills unpaid and outstanding, less the
deposit. Customer shall pay the factoring fee from payments due Customer or may
bill Customer. A change in the factoring fee due to a prime rate change will be
effective upon the date of the change, which will be indicated on the settlement
statement.
Individual Investor Group, Inc.
By:
Title: /s/ Jonathan Steinberg
Date: 8-1-00
----------
<PAGE>
ADDENDUM TO FACTORING AGREEMENT
This is an Addendum to the Factoring Agreement (the "Agreement"), dated
_______________, 2000 between SYSTRAN Financial Services Corporation ("SYSTRAN")
and Individual Investor Group Inc. (the "Customer").
Paragraph 19 Entitled "Term and Termination" is hereby amended in the following
particulars only:
In the event of a sale of all or substantially all of a Customer's assets or
merger or consolidation with or into any corporation or sales of securities
requiring stockholder's approval in accordance with rules and regulations of the
NASDAQ stock market at anytime during the initial twenty-four (24) month term of
the Factoring Agreement and the Factoring Agreement is terminated as a result,
Systran Financial Services Corporation agrees to accept the lesser of (1) Twenty
Thousand Dollars ($20,000.00) or, (2) the actual Early Termination Fee
contemplated by the calculation method set forth in Paragraph 19 to the
Agreement. This Addendum shall only apply in the event of a sale of the
Customer's business for the reasons set forth above and resulting termination of
the Factoring Agreement. If termination should occur for any other reason the
full Early Termination Fee shall apply.
The parties Acknowledge and Agree to the terms of this Addendum and
incorporate the terms of this Addendum into the Factoring Agreement.
COMPANY NAME
By: /s/ Jonathan Steinberg
Title: CEO
Dated: August 1, 2000
SYSTRAN FINANCIAL SERVICES CORPORATION
By: /s/ J. David Retallick
Title: President
Dated: August 1, 2000
EXHIBIT 99
CERTAIN RISK FACTORS
Dated August 14, 2000
You should carefully consider these risks, as well as those described in our
most recent Form 10-K, Form 10-Q and Form 8-K filings, before making an
investment decision. The risks described below are not the only risks we face.
Additional risks may also impair our business operations. If any of the
following risks occur, our business, results of operations or financial
condition could be materially adversely affected. If that happens, the trading
price of our common stock could decline, and you may lose all or part of your
investment. In the risk factors below, the word "web," refers to the portion of
the Internet commonly referred to as the "world wide web."
We will need to raise additional capital in the future. Based on our current
forecasts, we believe that our working capital will be sufficient to fund our
operations and capital requirements through the latter part of the fourth
quarter of 2000. During the second quarter of 2000, the Company retained The
Jordan, Edmiston Group, Inc., the media investment bank, to explore a range of
strategic alternatives to enhance shareholder value, including the possible sale
of the Company. The Company is currently in discussions with several parties in
connection with this process. There can be no assurance that these discussions
will result in the Company obtaining additional financing or enhancing
shareholder value. Because we expect continuing net losses, we will need to
raise additional capital in the future. The availability and the cost of
financing will depend on many factors existing at the time we seek funding.
These factors may include our sources and amounts of revenues, our business
development and prospects and the state of the financial markets generally. It
is possible that additional financing may not be available to us, or, if
available, the terms upon which it may be obtained may be unfavorable to us and
may result in dilution of an investor's equity investment in us. If the Company
is unable to obtain additional financing on favorable terms, or at all, the
Company would be unable to sustain its current operations.
We have a history of losses and we anticipate that our losses will continue in
the future. As of June 30, 2000, we had an accumulated deficit of $29.9 million.
Since inception, the only calendar year during which we were profitable was
1995. We expect to continue to incur operating losses in the remainder of 2000
and in 2001. Even if we do achieve profitability, we may be unable to sustain or
increase profitability on a quarterly or annual basis in the future.
Our online services business has a limited operating history. Because we
commenced our online services operations in May 1997, we have only a limited
operating history upon which you can evaluate this business segment and its
prospects. An investor in our common stock must consider the risks, expenses and
difficulties frequently encountered by an early stage business in this new and
rapidly evolving market of web-based financial news and information companies.
We face intense competition in both our print publications business and our
online services business. An increasing number of financial news and information
sources compete for consumers' and advertisers' attention and spending. We
expect this competition to continue and to increase. These competitors include:
o online services or web sites focused on business, finance and investing,
such as CBS MarketWatch.com; The Wall Street Journal Interactive Edition;
CNBC.com; CNNfn.com; TheStreet.com; Briefing.com; The Motley Fool; Yahoo!
Finance; Silicon Investor; Microsoft Investor; SmartMoney.com; Money.com;
and Multex.com;
o publishers and distributors of traditional print media, such as The Wall
Street Journal; Barron's; Investors Business Daily; Business Week; Fortune;
Forbes; Money; Kiplinger's; Smart Money; Worth; Registered Representative;
Institutional Investor; Research and On Wall Street;
o publishers and distributors of radio and television programs focused on
business, finance and investing, such as Bloomberg Business Radio and CNBC;
o web "portal" companies, such as Yahoo!; Excite; Lycos; Snap!; Go Network;
and America Online; and
o online brokerage firms, many of which provide financial and investment news
and information, such as Charles Schwab and E*TRADE.
Our ability to compete depends on many factors, including the originality,
timeliness, comprehensiveness and trustworthiness of our content and that of our
competitors, the ease of use of services developed either by us or our
competitors and the effectiveness of our sales and marketing efforts and that of
our competitors.
Many of our competitors have longer operating histories, greater name
recognition, larger customer bases and significantly greater financial,
technical and marketing resources than we do. This may allow them to devote
greater resources than we can to the development and promotion of their services
and products, as well as adapting to rapid technological changes with regard to
the Internet. In particular, future changes may evolve (for example, a rapid
move to broadband or wireless technologies) which we may not be able to cope
with in a timely manner. These competitors may also engage in more extensive
research and development, undertake far-reaching marketing campaigns, adopt more
aggressive pricing policies to attract Internet users, print readers,
advertisers and make more attractive offers to existing and potential employees,
outside contributors, strategic partners and advertisers. Our competitors may
develop content that is equal or superior to our content or that achieves
greater market acceptance than our content. It is also possible that new
competitors may emerge and rapidly acquire significant market share. We may not
be able to compete successfully for advertisers, Internet users, print readers,
staff, outside contributors or strategic partners. Increased competition could
result in price reductions, reduced margins or loss of ours market share. Any of
these could materially adversely affect our business.
We may not be able to attract and retain qualified employees for our online
service business. There is a general perception in the employment market for
personnel interested in online-related jobs that pure Internet companies offer a
more attractive work environment for a youthful workforce. In addition, many
employees in the Internet industry seek and often receive significant portions
of their compensation through stock options. The stock prices of many pure
Internet companies have increased dramatically over the last several years.
Since we are also in the print publication business, people may perceive us as a
less attractive employer than a pure Internet company. If we are unable to
attract and retain qualified employees for our online services business, that
business could suffer materially.
We may not be able to attract and retain qualified employees for our print
publications business. Many of our competitors in the print publications
business are larger than us and have a number of print titles. We only have two
magazines and one newsletter. There is a general perception in the employment
market that larger publishers are more prestigious or offer more varied career
opportunities. We may be perceived by people as a less attractive employer than
a larger publisher. If we are unable to attract and retain qualified employees
for our print publications business, that business could suffer materially.
We may not be able to grow our online business. We intend to introduce new
and/or enhanced products, content and services to retain the current users of
our online services and to attract new users. If we introduce a new or enhanced
product, content, or service that is not favorably received or fail to introduce
certain new or enhanced products, content, or services, our current users may
choose a competitive service over our service. Our business could be materially
adversely affected if we experience difficulties and/or delays in introducing
new products, content or services or if these new products, content or services
are not favorably received by our users.
Increased traffic to our web sites may strain our systems and impair our online
services business. On occasion, we have experienced significant spikes in
traffic on our web sites. In addition, the number of users of our online
services has increased over time and we are seeking to increase our user base
further. Accordingly, our web sites must accommodate a high volume of traffic,
often at unexpected times. Our web sites have in the past, and may in the
future, experience slower response times than usual or other problems for a
variety of reasons. These occurrences could cause our users to perceive our web
sites as not functioning properly and, therefore, cause them to use other
methods to obtain the financial information they desire. In such a case, our
business, results of operations, and financial condition could be materially
adversely affected.
Our efforts to build positive brand recognition may not be successful. We
believe that maintaining and growing awareness about our brands (including
Individual Investor, individualinvestor.com, Ticker, Magic25(TM) and the INDI
SmallCap 500(TM)) is an important aspect of our efforts to continue to attract
print subscribers, magazine readers and Internet users. The importance of
positive brand recognition will increase in the future because of the growing
number of providers of financial information. We cannot assure you that our
efforts to build positive brand recognition will be successful.
In order to build positive brand recognition, it is very important that we
maintain our reputation as a trustworthy source of investment ideas, research,
analysis and news. The occurrence of certain events, including our misreporting
a news story or the non-disclosure of a financial interest by one or more of our
employees in a security that we write about, could harm our reputation for
trustworthiness. These events could result in a significant reduction in the
number of our Internet users and print readers, which could materially adversely
affect our business, results of operations and financial condition.
For us to enhance our web brand awareness, it is important for us to continue to
establish and maintain content distribution relationships with highly trafficked
web sites operated by other companies. There is intense competition for
relationships with these sites. Although we have not paid any material sum with
respect to our relationships to date, it is possible that, in the future, we may
be required to pay fees in order to establish or maintain relationships with
these sites. Additionally, many of these sites compete with our web sites as
providers of financial information, and these sites may become less willing to
establish or maintain strategic relationships with us in the future. We may be
unable to enter into relationships with these sites on commercially reasonable
terms or at all.
We depend on certain advertisers to generate revenue. In 1998 and 1999, the
majority of our print publications advertising revenue came from financial
services companies, followed by consumer advertisers and others. We were not
dependent upon any particular advertiser for our print publications revenues.
During the first half of 2000, approximately 48% of the online services
advertising revenue came from a combination of VentureHighway.com (a company in
which we have acquired a 15.5% equity interest through an equity-for-advertising
barter transaction) and one brokerage firm offering online trading. We expect
that the majority of advertising revenues derived from our online services
operations will come from online brokerage firms and companies in which we
obtain equity stakes in exchange for advertising. In the event that online
brokerage firms choose to scale back on their advertising (on the Internet in
general or on our web sites in particular) or we do not enter into additional
equity-for-advertising transactions, our online services business could be
materially adversely affected.
We need to manage our growth. Our online services, which commenced in May 1997,
have experienced rapid growth and our print publications business recently has
grown at rates above the industry norm. This growth has placed a strain on our
managerial, operational and financial resources. We expect this strain to
increase with anticipated future growth in both print publications and online
services. To manage our growth, we must continue to implement and improve our
managerial controls and procedures and our operational and financial systems. In
addition, our future success will depend on our ability to expand, train and
manage our workforce, in particular our editorial, advertising sales and
business development staff. We cannot assure you that we have made adequate
allowances for the costs and risks associated with this expansion, that our
systems, procedures or controls will be adequate to support our operations, or
that our management will be able to successfully offer and expand our services.
If we are unable to manage our growth effectively, our business, results of
operations and financial condition could be materially adversely affected.
We face a risk of system failure for our online services business. Our ability
to provide timely information and continuous news updates depends on the
efficient and uninterrupted operation of our computer and communications
hardware and software systems. Similarly, our ability to track, measure and
report the delivery of advertisements on our sites depends largely on the
efficient and uninterrupted operation of a third-party system maintained by
DoubleClick. These systems and operations are vulnerable to damage or
interruption from human error, natural disasters, telecommunication failures,
break-ins, sabotage, computer viruses, intentional acts of vandalism and similar
events. We do not have a formal disaster recovery plan for the event of such
damage or interruption. Any system failure that causes an interruption in our
service or a decrease in responsiveness of our web sites could result in reduced
traffic, reduced revenue and harm to our reputation, brand and our relations
with our advertisers. Our insurance policies may not adequately compensate us
for any losses that we may incur because of any failures in our system or
interruptions in our delivery of content. Our business, results of operations
and financial condition could be materially adversely affected by any event,
damage or failure that interrupts or delays our operations.
We depend on the continued growth in use and efficient operation of the web. Our
business will be materially adversely affected if web usage does not continue to
grow or grows slowly. Web usage may be inhibited for a number of reasons, such
as:
o inadequate network infrastructure;
o security concerns;
o inconsistent quality of service; and
o unavailability of cost-effective, high-speed access to the Internet.
The users of our online services depend on Internet service providers, online
service providers and other web site operators for access to our web sites. Many
of these services have experienced significant service outages in the past and
could experience service outages, delays and other difficulties due to system
failures unrelated to our systems. These occurrences could cause our Internet
users to perceive the web in general or our web sites in particular as an
unreliable medium and, therefore, cause them to use other media to obtain their
financial news and information. We also depend on certain information providers
to deliver information and data feeds to us on a timely basis. Our web sites
could experience disruptions or interruptions in service due to the failure or
delay in the transmission or receipt of this information, which could have a
material adverse effect on our business, results of operations and financial
condition.
We may not realize the value of our investments in VentureHighway.com,
ReverseAuction.com and Tradeworx, Inc. We record on our balance sheet
investments in non-readily marketable securities at their fair market value at
the date of acquisition, unless and until we become aware of any permanent
impairment in such securities or unless and until such securities become readily
marketable. VentureHighway.com is recorded at approximately $2.6 million
(1,654,344 shares at approximately $1.59 per share), ReverseAuction.com at
approximately $1.5 million and Tradeworx, Inc. at approximately $1.1 million.
There currently is no public market for VentureHighway.com, ReverseAuction.com
or Tradeworx securities, and there is no assurance that we will realize any
value with respect to these investments.
Our quarterly financial results are subject to significant fluctuations. Our
quarterly operating results may fluctuate significantly as a result of a variety
of factors, many of which are outside our control. For example, revenues in our
print publications business tend to reflect seasonal patterns. We believe that
quarter-to-quarter comparisons of our operating results may not be a good
indication of our future performance, nor would our operating results for any
particular quarter be indicative of future operating results. In some quarters,
our operating results may be below the expectations of public market analysts
and investors. If that happens, the price of our common stock may fall, perhaps
dramatically.
Because our editorial content is focused on the financial markets, a prolonged
"bear market" may cause our businesses to suffer. Our editorial content is
highly focused on the financial markets. If the markets suffer a prolonged
downturn or "bear market," it is possible that our businesses might suffer
materially for two reasons. First, during a bear market, people may become less
interested in buying and selling securities, and thus less interested in our
research and analysis of securities. If this occurs, fewer people might be
interested in subscribing to our print publications and using our online
services. Second, advertisers, particularly the financial services advertisers
that are our most important source of advertising revenue, might decide to
reduce their advertising budgets. Either of these developments could materially
adversely affect our business.
Because our editorial content is focused on research and analysis of specific
stocks, our businesses could suffer if our recommendations are poor. Our
editorial content is focused on research and analysis of specific stocks. We
frequently state that a particular company's stock is undervalued or overvalued
at the current prices. If our opinions prove to be wrong, our customers may be
less interested in subscribing to our print publications and in using our online
services and our business could suffer materially.
We depend on our outside contributors. To some extent we depend upon the efforts
of our outside contributors to produce original, timely, comprehensive and
trustworthy content. Our outside contributors are not bound by employment
agreements. Competition for financial journalists is intense, and we may not be
able to retain existing or attract additional qualified contributors in the
future. If we lose the services of our outside contributors or are unable to
attract additional outside contributors with appropriate qualifications, our
business, results of operations and financial condition could be materially
adversely affected.
We depend on key management personnel. Our future success depends upon the
continued service of key management personnel. The loss of one or more of our
key management personnel could materially adversely affect its business.
Moreover, the costs that may arise in connection with executive departures and
replacements can be significant, as they were during 1998 and 1999.
We rely on several third party sole providers to conduct many of our operations.
Our strategy is to enter into relationships with various third party sole
providers in order to obtain their technological expertise and capabilities as
well as to achieve economies of scale. If the business of these providers is
disrupted for any reason, our operating results could suffer materially. Some of
these providers are listed as follows:
1. We depend on Quebecor to publish our print publications. We depend upon an
independent party, Quebecor, to print our monthly magazines. If Quebecor's
business is disrupted for any reason, such as fire or other natural
disaster, labor strife, supply shortages, or machinery problems, we might
not be able to distribute our publications in a timely manner and may lose
subscribers and newsstand sales.
2. We depend on independent parties to distribute Individual Investor magazine
to newsstands. We depend upon independent parties (the largest of which is
International Circulation Distributors, a subsidiary of The Hearst
Corporation) to distribute Individual Investor magazine to newsstands. If
the business of our distributors is disrupted for any reason, such as labor
strife or natural disaster, we may not be able to distribute Individual
Investor magazine to newsstands in a timely manner and may lose newsstand
sales.
3. We depend on an independent party to manage our subscriber files. We depend
upon an independent party to manage our subscriber files. This party
receives subscription orders and payments for our print publications, sends
renewal and invoice notices to subscribers and generates subscribers'
labels and circulation reports for us. If the business of this party is
disrupted, we may become unable to process subscription requests, or send
out renewal notices or invoices, or deliver our print publications. If this
were to happen, our business could suffer materially.
4. We depend on independent parties to obtain the majority of the subscribers
to Individual Investor magazine. We depend upon independent parties to
obtain the majority of the subscribers to Individual Investor magazine.
These agencies include NewSub services, American Family Publishers and
Publishers Clearing House. These agencies obtain subscribers primarily
through use of subscription offers in credit card statements and direct
mail campaigns. If the positive response to the promotion of Individual
Investor magazine by these agencies is not great enough, they may stop
promoting our magazine. This could cause our subscriber base to shrink,
which would lower our subscription revenue and reduce our advertising rate
base, which would lead to lower advertising revenue. Also, many
publications compete for services of subscription agencies, and one or more
of these subscription agencies may choose not to continue to market
Individual Investor in order to better serve one of our competitors. Any of
those developments could cause our operating results to suffer materially.
5. We depend on WinStar Interactive Media Sales, Inc. to sell advertising,
sponsorships and e-commerce partnerships on our web sites. We depend on an
independent party, WinStar Interactive Media Sales, Inc.("WinStar"), to
sell advertising, sponsorships and e-commerce partnerships on our web
sites. If WinStar's business is disrupted or its sales force is
ineffective, the revenues generated from our web sites could be materially
adversely affected.
Control of the Company by Principal Stockholders. At the present time, Jonathan
Steinberg, Wise Partners, L.P. (a partnership controlled by Jonathan Steinberg),
Saul Steinberg (who is Jonathan Steinberg's father) and Reliance Financial
Services Corporation (a substantial portion of the common stock of Reliance
Financial Services Corporation's parent, Reliance Group Holdings, Inc., is
beneficially owned by Saul Steinberg, members of his family and affiliated
trusts), beneficially own approximately 42.0% of the outstanding shares of
common stock of the Company. As a result of their ownership of common stock,
they will be able to significantly influence all matters requiring approval by
the Company's stockholders, including the election of its directors. Because it
would be very difficult for another company to acquire us without the approval
of the Steinbergs, other companies might not view us as an attractive takeover
candidate. Our stockholders, therefore, may have less of a chance to benefit
from any possible takeover of the Company, than they would if the Steinbergs did
not have as much influence.
We rely on our intellectual property. To protect our rights to our intellectual
property, we rely on a combination of trademark and copyright law, trade secret
protection, confidentiality agreements and other contractual arrangements with
our employees, affiliates, clients, strategic partners and others. The
protective steps we have taken may be inadequate to deter misappropriation of
our proprietary information. We may be unable to detect the unauthorized use of,
or take appropriate steps to enforce, our intellectual property rights. We have
registered certain of our trademarks in the United States and have pending U.S.
applications for other trademarks. Effective trademark, copyright and trade
secret protection may not be available in every country in which we offer or
intend to offer our services.
We are somewhat dependent upon the use of certain trademarks in our operation,
including the marks Individual Investor, individualinvestor.com, Ticker,
Magic25(TM) and the INDI SmallCap 500(TM). We have a perpetual license for use
of the trademark Individual Investor. To perfect our interests in the mark,
however, we filed suit in 1997 against the licensor and a third party whom we
believed was infringing the mark. The litigation was resolved favorably to us,
with an agreement by the third party not to further infringe the mark. We
commenced negotiations with the licensor to obtain assignment of the mark, The
Individual Investor, but did not reach an agreement. Although we will
continuously monitor and may seek enforcement against any perceived infringement
of the mark, we cannot assure you that our efforts will be successful.
Additionally, we are somewhat dependent upon the ability to protect our
proprietary content through the laws of copyright, unfair competition and other
law. We cannot assure you, however, that the laws will give us meaningful
protection.
Claims of our infringement of the intellectual property rights of others could
be costly and disruptive to our business operations. Other parties may assert
claims against us that we have infringed a copyright, trademark or other
proprietary right belonging to them. Defending against any such claim could be
costly and divert the attention of management from the operation of our
business. In addition, the inability to obtain or maintain the use of copyrights
or trademarks could adversely affect our business operations, as could the award
of damages against us. Our insurance may not adequately protect us against such
claims
We may be liable for information published in our print publications or on our
online services. We may be subject to claims for defamation, libel, copyright or
trademark infringement, invasion of privacy or based on other theories relating
to the information we publish in our print publications or through our online
services. We could also be subject to claims based upon the content that is
accessible from our web sites through links to other web sites. Defending
against any such claim could be costly and divert the attention of management
from the operation of our business, and the award of damages against us could
adversely affect our financial condition. Our insurance may not adequately
protect us against such claims.
