U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended SEPTEMBER 30, 1999
Commission File Number 0-24634
TRACK DATA CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE
(State or other jurisdiction of incorporation)
22-3181095
(I.R.S. Employer Identification No.)
56 PINE STREET
NEW YORK, NY 10005
(Address of principal executive offices)
(212) 422-4300
(Registrant's telephone number)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the past 12 months (or such shorter period that the registrant was required to
file such reports), and (2) has been subject to such filing requirements for the
past 90 days. Yes /x/ No / /
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date: As of October 31, 1999 there
were 31,362,784 shares of common stock outstanding, adjusted for a two-for-one
stock split declared on that date.
.
<PAGE>
- ------
PART I. FINANCIAL INFORMATION
- ------- ---------------------
Item 1. Financial Statements
--------------------
See pages 2-9
Item 2. Management's Discussion and Analysis of Financial Condition and
---------------------------------------------------------------
Results of Operations
---------------------
See pages 10-13
PART II. OTHER INFORMATION
- -------- -----------------
See page 14
s
<PAGE>
TRACK DATA CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
SEPTEMBER 30, DECEMBER 31,
1999 1998
---- ----
<S> <C> <C>
Unaudited Derived
from
audited
financial
statements
ASSETS
CASH $ 3,827,737 $ 883,580
ACCOUNTS RECEIVABLE - NET 2,130,221 1,916,036
MARKETABLE SECURITIES (NOTE 10) 3,434,304 -
FIXED ASSETS - NET 7,013,214 7,907,694
INVESTMENT IN AFFILIATE 1,322,285 1,067,285
EXCESS OF COST OVER NET ASSETS ACQUIRED 2,818,159 3,030,068
NET DEFERRED INCOME TAX ASSETS 450,000 450,000
OTHER ASSETS 2,901,050 3,336,357
-------------- ------------
TOTAL $ 23,896,970 $18,591,020
============= ============
LIABILITIES AND STOCKHOLDERS' EQUITY
LIABILITIES
Accounts payable and accrued expenses $ 3,740,019 $ 3,871,702
Note payable - bank 135,013 2,138,432
Notes payable - other 744,607 698,148
Capital lease obligations 2,369,403 2,952,177
Other liabilities 561,892 318,598
------------ -----------
Total liabilities 7,550,934 9,979,057
------------ -----------
STOCKHOLDERS' EQUITY (NOTE 13)
Common stock - $.01 par value; 60,000,000
shares authorized; issued and outstanding,
31,361,284 shares in 1999 and
29,592,802 shares in 1998 313,613 295,928
Additional paid-in capital 24,768,921 16,051,844
Accumulated other comprehensive income 2,060,582 -
Deficit (10,797,080) (7,735,809)
------------ ------------
Total stockholders' equity 16,346,036 8,611,963
------------- ------------
TOTAL $ 23,896,970 $18,591,020
============= ===========
<FN>
See notes to condensed consolidated financial statements
</TABLE>
<PAGE>
TRACK DATA CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
NINE MONTHS ENDED SEPTEMBER 30, 1999 AND 1998
(unaudited)
<TABLE>
<CAPTION>
1999 1998
---- ----
<S> <C> <C>
REVENUES $34,835,084 $34,880,845
------------ -----------
OPERATING COSTS AND EXPENSES:
Direct operating costs 20,618,258 19,638,179
Selling and administrative expenses 17,663,856 14,619,477
Gain on real property lease buyout (350,000) -
Interest expense - net 219,241 392,923
------------ -----------
Total 38,151,355 34,650,579
------------ -----------
(LOSS) INCOME BEFORE EQUITY IN NET INCOME
OF AFFILIATE AND INCOME TAXES (3,316,271) 230,266
EQUITY IN NET INCOME OF AFFILIATE 255,000 211,000
------------ -----------
(LOSS) INCOME BEFORE INCOME TAXES (3,061,271) 441,266
INCOME TAXES - 177,000
------------ -----------
NET (LOSS) INCOME $(3,061,271) $ 264,266
============ ===========
BASIC AND DILUTED NET (LOSS) INCOME PER SHARE $ (.10) $ .01
============ ===========
WEIGHTED AVERAGE SHARES OUTSTANDING 30,368,000 28,910,000
============ ===========
<FN>
See notes to condensed consolidated financial statements
</TABLE>
<PAGE>
TRACK DATA CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
THREE MONTHS ENDED SEPTEMBER 30, 1999 AND 1998
(unaudited)
<TABLE>
<CAPTION>
1999 1998
---- ----
<S> <C> <C>
REVENUES $11,518,014 $11,610,972
------------ ------------
OPERATING COSTS AND EXPENSES:
Direct operating costs 6,558,762 6,711,266
Selling and administrative expenses 7,346,799 4,847,938
Interest expense - net 31,272 114,981
------------ ------------
Total 13,936,833 11,674,185
------------ ------------
LOSS BEFORE EQUITY IN NET INCOME
OF AFFILIATE AND INCOME TAXES (2,418,819) (63,213)
EQUITY IN NET INCOME OF AFFILIATE 79,000 65,000
------------ ------------
(LOSS) INCOME BEFORE INCOME TAXES (2,339,819) 1,787
INCOME TAXES - 5,000
------------ ------------
NET LOSS $(2,339,819) $ (3,213)
============ ============
BASIC AND DILUTED NET LOSS PER SHARE $ (.08) $ -
============ ============
WEIGHTED AVERAGE SHARES OUTSTANDING 31,085,000 29,204,000
============ ============
<FN>
See notes to condensed consolidated financial statements
</TABLE>
<PAGE>
TRACK DATA CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS'
EQUITY AND COMPREHENSIVE LOSS (NOTE 13)
NINE MONTHS ENDED SEPTEMBER 30, 1999
(unaudited)
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
ACCUMULATED
ADDI- OTHER
TIONAL COMPRE- COMPRE-
COMMON PAID-IN HENSIVE HENSIVE
STOCK CAPITAL INCOME DEFICIT LOSS
BALANCE,
JANUARY 1, 1999 $ 295,928 $16,051,844 $ - $(7,735,809)
Net loss (3,061,271) $(3,061,271)
Issuance of common stock
in exchange for invest-
ment in Net Earnings Corp. 689 499,311
Sale of common stock 9,666 5,191,592
Issuance of common stock 168 93,582
for services
Stock options and
warrants exercised 7,198 1,581,947
Purchase and retirement of
treasury stock (36) (23,077)
Tax effect of stock options
exercised 1,373,722
Unrealized gain
on marketable securities -
net of taxes 2,060,582 2,060,582
-----------
Comprehensive loss $(1,000,689)
----------- ------------ ---------- ------------ ===========
BALANCE,
SEPTEMBER 30, 1999 $ 313,613 $ 24,768,921 $ 2,060,582 $(10,797,080)
=========== ============ =========== ============
< FN>
See notes to condensed consolidated financial statements
</TABLE>
<PAGE>
TRACK DATA CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
NINE MONTHS ENDED SEPTEMBER 30, 1999 AND 1998
(unaudited)
<TABLE>
<CAPTION>
<S> <C> <C>
1999 1998
---- ----
CASH FLOWS FROM OPERATING ACTIVITIES:
Net (loss) income $(3,061,271) $ 264,266
Adjustments to reconcile net (loss) income to
net cash (used in) provided by operating activities:
Depreciation and amortization 2,814,963 2,866,397
Services performed in exchange for common stock 93,750 -
Equity in net income of affiliate (255,000) (211,000)
Deferred income taxes - 20,000
Changes in operating assets and liabilities:
Accounts receivable (214,185) 141,520
Other assets 86,424 14,888
Accounts payable and accrued expenses (131,683) (203,077)
Other liabilities 176,643 (697,628)
----------- ---------
Net cash (used in) provided by operating activities (490,359) 2,195,366
----------- ------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of fixed assets (725,431) (451,142)
Repayment of related party loans - 201,905
Loans to related parties (30,902) (7,476)
Loans to others (35,122) (11,677)
Purchase of marketable securities (28,260) -
--------- ---------
Net cash used in investing activities (819,715) (268,390)
---------- ----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Payments under capital lease obligations (1,342,341) (1,487,685)
Net payments on note payable - bank (2,003,419) (1,133,886)
Net proceeds from notes payable - other 47,639 17,140
Net proceeds on loans from employee savings program 79,556 18,723
Purchase of treasury stock (23,113) (669,070)
Proceeds from issuance of stock 4,976,258 -
Proceeds from exercise of stock options 2,527,569 1,318,409
------------ ----------
Net cash provided by (used in) financing activities 4,262,149 (1,936,369)
------------ ----------
EFFECT OF EXCHANGE RATE DIFFERENCES ON CASH (7,918) (18,135)
------------ ----------
NET INCREASE (DECREASE) IN CASH 2,944,157 (27,528)
CASH AND EQUIVALENTS, BEGINNING OF PERIOD 883,580 579,214
------------ ----------
CASH AND EQUIVALENTS, END OF PERIOD $ 3,827,737 $ 551,686
============ ============
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid for:
Interest $ 265,365 $ 348,271
Income taxes 15,008 784,708
SUPPLEMENTAL SCHEDULE OF NONCASH INVESTING
AND FINANCING ACTIVITIES:
Equipment acquisitions financed by capital leases $ 759,567 $ 1,497,979
<FN>
See notes to condensed consolidated financial statements
</TABLE>
<PAGE>
TRACK DATA CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NINE MONTHS ENDED SEPTEMBER 30, 1999 AND 1998
(unaudited)
1. In the opinion of the Company, the accompanying unaudited condensed
consolidated financial statements contain all adjustments (consisting of only
normal recurring accruals) necessary to present fairly the financial position as
of September 30, 1999, and the results of operations for the three and nine
month periods ended September 30, 1999 and 1998 and of cash flows for the nine
months ended September 30, 1999 and 1998. The results of operations for the
nine months ended September 30, 1999 are not necessarily indicative of results
that may be expected for any other interim period or for the full year.
These financial statements should be read in conjunction with the financial
statements and notes thereto for the year ended December 31, 1998 included in
the Company's Annual Report on Form 10-K. The accounting policies used in
preparing these financial statements are the same as those described in the
December 31, 1998 financial statements.
2. During the nine months ended September 30, 1999, the Company purchased
and retired 3,730 shares of its common stock for $23,113.
3. In January 1999, the Company granted options to purchase 780,000 shares
of its common stock at $3.00 per share. Further, during the nine months ended
September 30, 1999 options and underwriter warrants to purchase 719,876 shares
were exercised at prices of $1.00-$3.82, aggregating net proceeds to the Company
of $1,589,145.
4. In April 1999, the Company's Board of Directors, with subsequent
stockholder approval, increased the authorized shares of common stock of the
Company from 30,000,000 to 60,000,000.
5. Potential dilutive shares were not material in 1998 and were
anti-dilutive in 1999.
6. On April 12, 1999, the Company began to offer online trading through its
myTrack service utilizing Track Securities Corporation ("TSC") as its broker
dealer. TSC is a broker-dealer owned and operated by Jack Spiegelman, a director
of the Company. The Company is licensing its myTrack trading system to a
subsidiary of TSC. The Company is receiving $2.25 per trade pursuant to the
agreement. In addition, TSC will pay to the Company a share of the marketing and
advertising costs incurred by the Company. Further, Mr. Spiegelman has a
five-year consulting agreement with the Company pursuant to which he is to be
paid an annual fee of the greater of $50,000 or 5% of the after-tax earnings, if
any, from trading activities. The Company intends to apply for a broker-dealer
license and, upon obtaining such license, will terminate the relationship with
TSC and transition the trading accounts from TSC to the Company's broker-dealer.
7. The Company charges all costs related to enhancing and upgrading
internally developed software to research and development expense. Research and
development expenses were $584,000 and $593,000 for the three months ended
September 30, 1999 and 1998, and $1,908,000 and $1,852,000 for the nine months
ended September 30, 1999 and 1998, respectively.
8. Marketing and advertising costs, charged to operations when incurred,
were approximately $2,568,000 and $375,000 for the three months ended September
30, 1999 and 1998, and $3,777,000 and $1,207,000 for the nine months ended
September 30, 1999 and 1998, respectively.
9. Segment Information
The Company operates in one business segment providing real-time financial
market data, fundamental research, news, charting, and analytical services to
institutional and individual investors through dedicated telecommunication lines
and the Internet.
The Company's revenues are derived from the following sources:
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
1999 1998 1999 1998
Institutional $ 7,325,923 $ 7,505,921 $21,773,916 $22,196,087
Individual 4,192,091 4,105,051 13,061,168 12,684,758
----------- ----------- ----------- -----------
$11,518,014 $11,610,972 $34,835,084 $34,880,845
=========== =========== =========== ===========
</TABLE>
The Company continues to grow its myTrack services, which represents
approximately 16% of revenues in the third quarter of 1999 compared to 2% in
1998. Total revenues have not grown as customers continue to transition from
higher paying direct connect and dial-up services to lower paying Internet-based
services. Until we obtain our own broker-dealer license, trading revenues
include only revenues from the licensing of our trading system, rather than the
full amount of commission paid by customers. If full commissions were
recognized, myTrack revenues in the third quarter would have been $575,000
greater. We anticipate obtaining the license in the first quarter of 2000.
10. The Company owns 810,572 shares of Edgar Online, Inc. ("EOL"), an
Internet-based supplier of business, financial and competitive intelligence
derived from U.S. Securities and Exchange Commission data. EOL completed a
public offering of its common stock in May 1999. The Company classified its
investment as available for sale securities in May 1999. The Company carries
461,600 shares of its investment (the portion eligible for sale within a year)
at $3,434,304, the market value at September 30, 1999, and the remaining 348,972
shares are carried at cost of $10,000. The difference between the cost and fair
market value of these securities, net of deferred taxes, is classified as
accumulated other comprehensive income as a component of stockholders' equity.
11. In June 1999, the Company issued 68,964 shares of its common stock
valued at $500,000 to Net Earnings Corp., a privately held Internet-based
provider to the individual and professional investment communities of future
dates of public company earnings reports, dividends, conference calls,
IPO/secondary offerings and other timing information, in exchange for a 10%
ownership interest in Net Earnings. The investment is carried at cost and is
included in other assets.
12. In July 1999, the Company sold pursuant to private placements 966,668
shares of its common stock and realized net proceeds, after expenses, of
$5,201,258. The Company registered these shares. In connection with such
sales, the Company also issued three-year warrants to purchase 311,666 shares of
its common stock at $8.44 per share.
13. On October 31, 1999, the Company declared a two-for-one stock split in
the form of a stock dividend payable on November 17, 1999 to stockholders of
record on November 10, 1999. The financial statements and notes thereto have
been retroactively adjusted to reflect such stock split.
<PAGE>
TRACK DATA CORPORATION AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
GENERAL
The Company provides real-time financial market data, news, fundamental
research, charting and analytical services to institutional and individual
investors through dedicated telecommunication lines and the Internet. The
Company also offers online trading through its myTrack Internet-based personal
investment service. myTrack is an Internet-based software application that is
not restricted by the limitations of an HTML browser-based static system offered
by virtually all of its well-known competitors. myTrack delivers a continuous
dynamic stream of live market data and investors' real-time online trading
activity. The system is always connected and is an order of magnitude faster
than competing browser-based systems.
THREE MONTHS ENDED SEPTEMBER 30, 1999 AND 1998
Revenues for the three months ended September 30, 1999 and 1998 were
$11,518,014 and $11,610,972, respectively. The Company continues to grow its
myTrack services, which represents approximately 16% of revenues in the third
quarter of 1999 compared to 2% in the third quarter of 1998. Total revenues
have not grown as customers continue to transition from higher paying direct
connect and dial-up services to lower paying Internet-based services. Until we
obtain our own broker-dealer license, trading revenues include only revenues
from the licensing of our trading system, rather than the full amount of
commission paid by customers. If full commissions were recognized, myTrack
revenues in the third quarter would have been $575,000 greater. We anticipate
obtaining the license in the first quarter of 2000.
Direct operating costs were $6,558,762 for the third quarter of 1999 and
$6,711,266 for the similar period in 1998, a decrease of 2%. Direct operating
costs as a percentage of revenues was 57% in 1999 and 58% in 1998. Direct
operating costs include direct payroll, direct telecommunication costs, computer
supplies, depreciation and equipment lease expense and the amortization of
software development costs.
Selling and administrative expenses were $7,346,799 and $4,847,938 in the
1999 and 1998 periods, respectively, an increase of 52%. The increase was due
principally to increased advertising and marketing and customer service
personnel for the Company's myTrack Internet-based online trading and market
data services. Selling expenses are expected to increase during the remainder of
1999 and continue at increased levels in 2000 for advertising and increased
customer service personnel. Selling and administrative expenses as a percentage
of revenues was 64% in 1999 and 42% in 1998.
Interest expense decreased to $31,272 in the 1999 period compared to
$114,981 in 1998 due to decreased borrowings.
As a result of the above mentioned factors, principally the increased
advertising and marketing costs, the Company realized a loss before equity in
net income from an affiliate of $2,418,819 in the 1999 period compared to loss
before equity in net income of affiliate of $63,213 in 1998.
The equity in income from an affiliate was $79,000 in the 1999 period and
$65,000 in the 1998 period.
The Company incurred a net loss of $2,339,819 in 1999 and $3,213 in 1998.
NINE MONTHS ENDED SEPTEMBER 30, 1999 AND 1998
Revenues for the nine months ended September 30, 1999 and 1998 were
$34,835,084 and $34,880,845, respectively. See comments for three month period.
Direct operating costs were $20,618,258 for the first nine months of 1999
and $19,638,179 for the similar period in 1998. Direct operating costs as a
percentage of revenues was 59% in the 1999 period compared to 56% in the 1998
period. The dollar and percentage increases primarily reflect increases in
payroll, stock exchange and database fees.
Selling and administrative expenses were $17,663,856 and $14,619,477 in the
1999 and 1998 periods, respectively. Selling and administrative expenses as a
percentage of revenues was 51% in 1999 and 42% in 1998. The dollar and
percentage increase in 1999 was due to increased media advertising and customer
support personnel for the Company's myTrack Internet-based online trading and
market data services.
Interest expense decreased to $219,241 in the 1999 period compared to
$392,923 in 1998 due to decreased borrowings.
As a result of the above mentioned factors, principally advertising and
marketing costs, the Company realized a loss before equity in net income of an
affiliate of $3,316,271 in the 1999 period compared to income before equity in
net income of an affiliate of $230,266 in 1998.
The equity in income from an affiliate was $255,000 in 1999 compared to
$211,000 in 1998.
Net loss was $3,061,271 in 1999 compared to net income of $264,266 in 1998.
LIQUIDITY AND CAPITAL RESOURCES
During the nine months ended September 30, 1999 cash used in operating
activities was $490,359 compared with cash provided by operating activities of
$2,195,366 in the nine months ended September 30, 1998. The decrease in 1999
was due primarily to the loss from operations in that period. Cash flows used
in investing activities was $819,715 and $268,390 for the nine months ended
September 30, 1999 and 1998, respectively. The increase in 1999 was due to
increased expenditures for servers and upgraded computer and telecommunications
equipment, while the 1998 amount was reduced by repayments of related party
loans. Cash flows provided by financing activities was $4,262,149 for the nine
months ended September 30, 1999 compared with cash used in financing activities
of $1,936,369 for the nine months ended September 30, 1998. The 1999 period
includes an increase in proceeds from the sale of common stock, higher proceeds
from the exercise of stock options and lower purchases of treasury stock, offset
by increased payments of the Company's bank line.
The Company has a line of credit with a bank. The line is collateralized by
the assets of the Company and is guaranteed by its principal stockholder.
Interest is charged at 1.75% above the bank's prime rate and is due on demand.
The Company may borrow up to 80% of eligible accounts receivable and is required
to maintain a compensating balance of 10% of the outstanding loans. The line of
credit is sufficient for the Company's cash requirements, however, the Company
plans to spend substantial amounts for advertising its myTrack Internet-based
market data system and online trading. In July, 1999 the Company sold 966,668
shares of its common stock in private placements, receiving net proceeds of
approximately $5,200,000. The Company plans to seek additional financing for
such efforts. There are no major capital expenditures anticipated beyond the
normal replacement of equipment and additional equipment to meet customer
requirements.
The Company believes that its products and networks are Year 2000
compliant. This includes the mainframe hardware and software, the PC hardware
and software and the network. The entire system has been upgraded to
specifically address capacity issues and Year 2000 issues. The system has three
areas of software: the ticker plant, the databases and the product software.
The ticker plant has been completely moved from an AOS mainframe environment to
an NT environment. The databases used for the TDC product lines have all been
upgraded to the Visual Basic/SQL environment. All of the Company's products are
Year 2000 compliant.
The Company has coordinated with all market data vendors and has received
verification from these vendors of their Year 2000 compliance. Compliance
statements from most communications providers have also been received confirming
their compliance. The Company has worked with its production hardware vendors
to insure that the products they are providing are Year 2000 compliant. All
software and hardware upgrades required are being addressed per our suppliers
recommendations.
The Company is considering certain contingency plans that are available in
the event of a Year 2000 failure. For example, if any of the direct lines that
are used by the Company's financial network were to fail, it is possible that
the Company could shift customers to its Internet-based products. In another
example, if one data provider fails, it is possible that there is another data
provider that provides substantially similar information that could be
integrated into the Company's data feed. The Company will continue to develop
potential solutions so that it is as prepared as possible in the event of a
failure.
Based upon currently available information, management has no reason to
believe that the Company will not meet its compliance requirements.
Nevertheless,achieving Year 2000 compliance is dependent upon many factors,
some of which arenot completely within the Company's control. Should either
the Company'sinternal systems or the internal systems of one or more of its
critical vendors fail to achieve Year 2000 compliance, the Company's business
and its results of operations could be adversely affected.
INFLATION AND SEASONALITY
To date, inflation has not had a significant impact on the Company's
operations. The Company's revenues are not affected by seasonality.
Disclosures in this Form 10-Q contain certain forward-looking statements,
including without limitation, statements concerning the Company's operations,
economic performance and financial condition, including in particular, Year 2000
information. These forward-looking statements are made pursuant to the safe
harbor provisions of the Private Securities Litigation Reform Act of 1995. The
words "believe," "expect," "anticipate" and other similar expressions generally
identify forward-looking statements. Readers are cautioned not to place undue
reliance on these forward-looking statements, which speak only as of their
dates. These forward-looking statements are based largely on the Company's
current expectations and are subject to a number of risks and uncertainties,
including without limitation, changes in external market factors, changes in the
Company's business or growth strategy or an inability to execute its strategy
due to changes in its industry or the economy generally, the emergence of new or
growing competitors, various other competitive factors and other risks and
uncertainties indicated from time to time in the Company's filings with the
Securities and Exchange Commission, including the Company's Forms 10-K, S-3 and
S-8. Actual results could differ materially from the results referred to in the
forward-looking statements. In light of these risks and uncertainties, there can
be no assurance that the results referred to in the forward-looking statements
contained in this Form 10-Q will in fact occur.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Company is exposed to interest rate change market risk with respect to its
credit facility with a financial institution which is priced based on the prime
rate of interest. Borrowings have not been material during the past year.
<PAGE>
- ------
PART II. OTHER INFORMATION
- -------- ------------------
Item 1. Legal Proceedings. Not Applicable
------------------
Item 2. Changes in Securities. Not Applicable
-----------------------
Item 3. Defaults upon Senior Securities. Not Applicable
----------------------------------
Item 4. Submission of Matters to a Vote of Security Holders.
-----------------------------------------------------------
The following matters were voted on at the October 21, 1999 Annual Meeting
of Stockholders. The total shares voted were 29,743,942
<TABLE>
<CAPTION>
<S> <C> <C> <C>
FOR AGAINST ABSTAIN
- ------------------------ --- ------- -------
ELECTION OF DIRECTORS:
E. Bruce Fredrikson 29,717,020 26,922
Barry Hertz 29,717,020 26,922
Martin Kaye 29,717,020 26,922
Morton Mackof 29,717,020 26,922
Alan Schnelwar 29,717,020 26,922
Jack Spiegelman 29,717,020 26,922
Stanley Stern 29,717,020 26,922
APPOINTMENT OF AUDITORS: 29,722,010 16,656 5,276
</TABLE>
Item 5. Other Information. Not Applicable.
------------------
Item 6. (a) Exhibits.
--------
Exhibit 27. Financial Data Schedule.
(b) Reports on Form 8-K. None.
----------------------
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
TRACK DATA CORPORATION
Date: 11/11/99 /s/
-------- -----------------------
Barry Hertz
Chairman of the Board
Chief Executive Officer
Date: 11/11/99 /s/
-------- -------------------------
Martin Kaye
V.P. Finance,
Principal Financial Officer
<TABLE> <S> <C>
<ARTICLE> 5
<CAPTION>
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-END> SEP-30-1999
<CASH> 3,827,737
<SECURITIES> 3,434,304
<RECEIVABLES> 2,130,221
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 7,013,214
<DEPRECIATION> 0
<TOTAL-ASSETS> 23,896,970
<CURRENT-LIABILITIES> 0
<BONDS> 0
0
0
<COMMON> 313,613
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 23,896,970
<SALES> 0
<TOTAL-REVENUES> 34,835,084
<CGS> 0
<TOTAL-COSTS> 38,151,355
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 219,241
<INCOME-PRETAX> (3,061,271)
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (3,061,271)
<EPS-BASIC> (.10)
<EPS-DILUTED> (.10)
</TABLE>
