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 September 30, 1998 __ 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.) 1633 Broadway, 38th Floor, New York, New York 10019 (Address of principal executive offices) (212) 843-2777 (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 October 26, 1998, registrant had outstanding 8,490,851 shares of Common Stock, $.01 par value per share. INDIVIDUAL INVESTOR GROUP, INC. AND SUBSIDIARIES INDEX Part 1. Financial Information Page Item 1. Financial Statements Consolidated Condensed Balance Sheets (Unaudited) as of September 30, 1998 and December 31, 1997 3 Consolidated Condensed Statements of Operations (Unaudited) for the three and nine months ended September 30, 1998 and 1997 4 Consolidated Condensed Statements of Cash Flows (Unaudited) for the nine months ended September 30, 1998 and 1997 5 Notes to Consolidated Condensed Financial Statements (Unaudited) 6-8 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 9-15 Part 2. Other Information Item 2. Sales of Unregistered Securities 16 Item 5. Other Information 16 Item 6. Exhibits and Reports on Form 8-K 17 Signatures 18 2
INDIVIDUAL INVESTOR GROUP, INC. AND SUBSIDIARIES CONSOLIDATED CONDENSED BALANCE SHEETS (UNAUDITED) September 30, December 31, ASSETS 1998 1997 --------------- ---------------- Current assets: Cash and cash equivalents $4,657,987 $3,533,622 Marketable securities (Note 6) 518,392 - Accounts receivable (net of allowances of $336,964 in 2,511,571 2,993,299 1998 and $533,693 in 1997) Investment in discontinued operations (Note 2) 816,580 4,037,432 Prepaid expenses and other current assets 223,832 224,801 --------------- ---------------- Total current assets 8,728,362 10,789,154 Deferred subscription expense 623,180 426,826 Property and equipment - net 419,529 556,070 Other assets 385,727 384,917 =============== ================ Total assets $10,156,798 $12,156,967 =============== ================ LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Accounts payable $2,256,689 $2,093,987 Accrued expenses 778,230 803,502 Deferred revenue 167,034 343,250 --------------- ---------------- Total current liabilities 3,201,953 3,240,739 Deferred subscription revenue 2,248,562 2,661,129 --------------- ---------------- Total liabilities 5,450,515 5,901,868 --------------- ---------------- Stockholders' Equity: Preferred stock, $.01 par value, authorized 2,000,000 shares - - Common stock, $.01 par value; authorized 18,000,000 shares; issued and outstanding 8,490,851 84,908 71,461 shares in 1998 and 7,146,071 shares in 1997 Additional paid-in capital 24,899,068 19,514,363 Accumulated deficit (19,946,257) (13,330,725) Accumulated other comprehensive loss (Note 6) (331,436) - --------------- ---------------- Total stockholders' equity 4,706,283 6,255,099 =============== ================ Total liabilities and stockholders' equity $10,156,798 $12,156,967 =============== ================
See Notes to Consolidated Condensed Financial Statements 3
INDIVIDUAL INVESTOR GROUP, INC. AND SUBSIDIARIES CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS (UNAUDITED) Three Months Ended Sept 30, Nine Months Ended Sept 30, --------------------------------------------------------------- 1998 1997 1998 1997 -------------- ------------- -------------- ------------- Revenues: Advertising $2,915,518 $2,416,561 $8,107,316 $6,778,303 Circulation 835,715 893,165 2,605,576 3,012,876 List rental and other 296,478 369,738 950,322 953,175 -------------- ------------- -------------- ------------- Total revenues 4,047,711 3,679,464 11,663,214 10,744,354 -------------- ------------- -------------- ------------- Operating expenses Editorial, production and distribution 2,818,854 2,483,837 8,687,742 6,808,713 Promotion and selling 1,609,155 1,516,473 4,857,883 4,358,746 General and administrative 932,156 1,110,066 3,825,309 3,253,191 Depreciation and amortization 80,888 103,055 232,467 235,652 -------------- ------------- -------------- ------------ Total operating expenses 5,441,053 5,213,431 17,603,401 14,656,302 -------------- ------------- -------------- ------------ Operating loss from continuing operations (1,393,342) (1,533,967) (5,940,187) (3,911,948) Interest income 62,362 26,236 106,025 57,425 -------------- ------------- -------------- ------------- Loss from continuing operations (1,330,980) (1,507,731) (5,834,162) (3,854,523) -------------- ------------- -------------- ------------- Discontinued operations (Note 2) Income (loss) from discontinued operations - 1,473,224 (189,629) 85,328 Loss on disposal of discontinued operations (145,291) - (591,741) - -------------- ------------- -------------- ------------- (Loss) income from discontinued operations (145,291) 1,473,224 (781,370) 85,328 -------------- ------------- -------------- ------------- Net loss ($1,476,271) ($34,507) ($6,615,532) ($3,769,195) ============== ============= ============== ============= Basic and dilutive (loss) income per common share: Continuing operations ($0.16) ($0.23) ($0.76) ($0.60) Discontinued operations ($0.02) $0.22 ($0.10) $0.01 ============== ============= ============== ============= Net loss ($0.17) ($0.01) ($0.86) ($0.59) ============== ============= ============== ============= Average number of common shares used in computing basic and dilutive loss per common share 8,490,851 6,638,148 7,669,479 6,400,435
See Notes to Consolidated Condensed Financial Statements 4
INDIVIDUAL INVESTOR GROUP, INC. AND SUBSIDIARIES CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED) Nine Months Ended September 30, -------------------------------------------- 1998 1997 -------------------- ------------------- Cash flows from operating activities: Net loss ($6,615,532) ($3,769,195) Less: (Loss) income from discontinued operations (781,370) 85,328 -------------------- ------------------- Loss from continuing operations (5,834,162) (3,854,523) Reconciliation of net loss to net cash used in operating activities: Depreciation and amortization 232,467 235,652 Loss on sale of equipment 2,634 - Changes in operating assets and liabilities: Decrease (increase) in: Accounts receivable 481,728 86,931 Prepaid expenses and other current assets 969 (110,820) Other assets (810) - Deferred subscription expense (196,354) 350,087 Increase (decrease) in: Accounts payable and accrued expenses 137,430 (21,271) Deferred subscription revenue (412,567) (688,848) Deferred revenue (176,216) 412,000 -------------------- ------------------- Net cash used in operating activities (5,764,881) (3,590,792) -------------------- ------------------- Cash flows from investing activities: Purchase of property and equipment (102,011) (128,983) Proceeds from sale of equipment 3,451 - Net cash provided by discontinued operations 1,589,654 1,144,611 -------------------- ------------------- Net cash provided by investing activities 1,491,094 1,015,628 -------------------- ------------------- Cash flows from financing activities: Proceeds from exercise of stock options (Note 3) 398,152 736,786 Proceeds from issuance of common stock (Note 5) 5,000,000 2,250,000 -------------------- ------------------- Net cash provided by financing activities 5,398,152 2,986,786 -------------------- ------------------- Net increase in cash and cash equivalents 1,124,365 411,622 Cash and cash equivalents, beginning of period 3,533,622 1,544,451 ==================== =================== Cash and cash equivalents, end of period $4,657,987 $1,956,073 ==================== ===================
See Notes to Consolidated Condensed Financial Statements 5 INDIVIDUAL INVESTOR GROUP, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1998 AND 1997 (UNAUDITED) 1. BASIS OF PRESENTATION The consolidated condensed financial statements include the accounts of Individual Investor Group, Inc. and its subsidiaries (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 nine months ended September 30, 1998 are not necessarily indicative of the results that may be expected for the year ending December 31, 1998. 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, 1997 on Form 10-KSB. 2. DISCONTINUED OPERATIONS On April 30, 1998 the Company's Board of Directors decided to discontinue the Company's investment management services business. A wholly owned subsidiary of the Company, WisdomTree Capital Management, Inc. ("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, WTCM is dissolving the domestic investment fund, liquidating its investments and distributing the net assets to all investors as promptly as possible. In July 1998 the fund distributed $19,682,415 to its partners in cash and securities. In October 1998 the fund distributed additional funds totaling approximately $4,500,000 in cash to its partners. The remainder of the net assets will be distributed as soon as the investments held by the fund are liquidated. The operating results relating to investment management services have been segregated from continuing operations and reported as a separate line item on the statement of operations. As a result the Company has restated its financial statements for the corresponding periods of the prior year. Operating results from discontinued operations are as follows:
Three Months Ended Nine Months Ended September 30, September 30, 1998 1997 1998 1997 Investment management services revenues - $141,999 $137,183 $439,191 Net (depreciation) appreciation in fund - 1,371,887 (276,497) (159,283) Operating expenses - (40,662) (50,315) (194,580) =========== ============ ============= ============ (Loss) income from discontinued operations - $1,473,224 $(189,629) $85,328 =========== ============ ============= ============
6 Loss on disposal of discontinued operations totaled $145,291 and $591,741 for the three and nine months ended September 30, 1998, respectively. Under generally accepted accounting principles, loss on disposal of discontinued operations includes actual losses from the date the Board resolved to discontinue the investment management services operations plus a provision for additional losses based on management's best estimate of the amount to be realized on dissolution of the fund, including applicable severance and legal fees. Additional losses were incurred in the third quarter as a result of changes in the market value of the fund's investments. The fair market value of the Company's investment in the discontinued operations decreased from $4,037,432 at December 31, 1997 to $816,580 at September 30, 1998. The net depreciation in the Company's investment for the three and nine months ended September 30, 1998 was $168,799 and $927,054, respectively. In July 1998 the Company received $2,293,799 of its investment, including cash of $1,443,997 and securities of $849,822 (valued as of June 30, 1998). In October 1998 the Company received an additional $524,432 in cash from the fund. No assurance can be given that the Company will realize any further amount with respect to its investment in the domestic fund. Moreover, the securities received by the Company in July 1998 suffered a material decline in value between June 30, 1998 and September 30, 1998, and subsequently through the date of this Report. There can be no assurance that such securities will not suffer further material declines in value. Selected unaudited financial information for the fund as of September 30, 1998 and December 31, 1997 is as follows: September 30, December 31, 1998 1997 Assets (at fair value) $ 7,195,281 $71,245,441 Liabilities 188,459 32,104,302 Partners' capital 7,006,822 39,141,139 The net losses for the fund for the three and nine months ended September 30, 1998 totaled $1,448,415 and $7,954,776, respectively, as compared to a net gain of $16,544,302 and $3,242,622 for the corresponding periods in 1997. The Company, through WTCM, also provides investment management services to an offshore private investment fund. On May 21, 1998 the sole voting shareholder of the offshore fund, in consultation with WTCM, resolved to wind up the fund and appointed a liquidator to distribute the assets of the fund to its investors in accordance with Cayman Islands law. In July 1998 approximately 55% of the net assets of the offshore fund were distributed in cash to its investors. The remainder of the net assets will be distributed promptly following the liquidation of the investments held by the fund. The Company has no investment in the offshore fund. WTCM is also entitled to receive a special allocation equal to 20% of the net income, if any, of each of the funds (not including income earned on its own investment with respect to the domestic fund), subject to certain limitations, calculated at each funds' year-end, which is December 31st for the domestic fund and June 30th for the offshore fund. The amount of the special allocation for the offshore fund for the year ended June 30, 1998 was $109,319. The Company does not expect to receive a special allocation during 1998 from the domestic fund based on the negative performance of that fund to date. 7 3. STOCK OPTIONS During the three and nine months ended September 30, 1998, the Company granted 563,000 and 751,000 options, respectively, to purchase the Company's Common Stock; 84,938 options were exercised year to date providing proceeds of $398,152 (none were exercised in the third quarter); and 112,500 and 534,310 options were canceled, respectively. Of the total options granted in the third quarter, 250,500 were under the Company's stock option plans and 312,500 were outside the Company's plans, all of which expire at various dates through September 2008. 4. LOSS PER COMMON SHARE Net loss per basic and dilutive common share for the three and nine month periods ended September 30, 1998 and 1997, respectively, were computed using the weighted average number of common shares outstanding during each period. The exercise of stock options and warrants were not assumed in the computation of loss per common share, as the effect would have been antidilutive. Previously reported net loss per share amounts are the same as required by the adoption of Statement of Financial Accounting Standard ("SFAS") No. 128, "Earnings Per Share," which became effective in the fourth quarter of 1997. 5. SALE OF COMMON STOCK On June 26, 1998 the Company entered into a Stock Purchase Agreement with Wise Partners, L.P. providing for the sale of 1,259,842 shares of Common Stock for an aggregate purchase price of $5,000,000, which was based on the closing "ask" price of the common stock on June 25, 1998. Wise Partners; L.P. is a limited partnership of which the Chief Executive Officer of the Company, Jonathan L. Steinberg, is the General Partner. 6. OTHER COMPREHENSIVE INCOME During the year, the Company adopted SFAS No. 130, "Reporting Comprehensive Income". SFAS No. 130 requires the disclosure of comprehensive income, 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 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. Comprehensive loss for the three and nine months ended September 30, 1998 and 1997, respectively, is presented in the following table:
Three Months Ended Nine Months Ended September 30, September 30, 1998 1997 1998 1997 Net loss $(1,476,271) $(34,507) $(6,615,532) $(3,769,195) Accumulated other comprehensive loss: Unrealized loss on securities (331,436) - (331,436) - ================ ============== ================= ================= Total comprehensive loss $(1,807,707) $(34,507) $(6,946,968) $(3,769,195) ================ ============== ================= =================
8 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Forward-Looking Statements When used in this Report and in future filings by the Company with the Securities and Exchange Commission, the words or phrases "will likely result," "expects," "will continue," "estimates," "believes," "anticipates," or similar expressions are intended to identify "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Readers are cautioned not to place undue reliance on any such forward-looking statements. Such forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from the results projected in such 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 this Report, and in Item 1 (entitled "Business") of Part I and in Item 6 (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-KSB for the fiscal year ended December 31, 1997, filed with the Securities and Exchange Commission. These forward-looking statements speak only as of the date of this Report. The Company expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in the Company's expectations with regard thereto or to reflect any change in events, conditions or circumstances on which any such forward-looking statement is based, in whole or in part. Three and Nine Months Ended September 30, 1998 as Compared to the Three and Nine Months Ended September 30, 1997 Loss from Continuing Operations The Company's loss from continuing operations was $1,330,980 and $5,834,162 for the three and nine months ended September 30, 1998, respectively, a 12% decrease and 51% increase from the corresponding periods of the previous fiscal year. The decrease in the loss from continuing operations for the third quarter of 1998 as compared to the third quarter of 1997 is due primarily to the improved operating performance for Individual Investor and Ticker magazines as well as lower general and administrative ("G&A") costs. The increase in the year to date operating loss for 1998 as compared to the corresponding period of 1997 relates primarily to three factors: the continued investment in the development of the Company's online service, the decrease in advertising pages and revenues for Individual Investor magazine, and high levels of severance and hiring expenses incurred relating to changes in senior management and key advertising sales personnel. The decrease in the loss from continuing operations for the third quarter of 1998 as compared to the corresponding period of 1997 is due to revenues growing 10% for the period while expenses grew by only 4%. For the three months ended September 30, 1998, total revenues were $4,047,711 as compared to $3,679,464 for the same period in 1997. For the three months ended September 30, 1998, total expenses were $5,441,053 as compared to $5,213,431 for the same period in 1997. Individual Investor magazine made a positive contribution (before deducting G&A expenses) of $43,785 for the third quarter of 1998 as compared to a negative contribution (before deducting G&A expenses) of $34,823 in the corresponding period of 1997. This is primarily attributable to a 36% 9 decrease in subscription promotion expenses for the magazine. Ticker magazine made a negative contribution (before deducting G&A expenses) of $1,047 for the third quarter of 1998 as compared to a negative contribution (before deducting G&A expenses) of $107,535 in the corresponding period of 1997, resulting from a 70% increase in revenues, offset in part by a 34% increase in operating expenses. The Company's online service, Individual Investor Online (www.iionline.com), made a negative contribution (before deducting G&A expenses) of $437,329 for the third quarter of 1998 as compared to a negative contribution (before deducting G&A expenses) of $256,261 in the corresponding period of 1997. This is due to higher levels of expenses incurred for the development and redesign of the service, offset in part by an increase in revenues. In addition, G&A expenses decreased by 16% for the third quarter of 1998 as compared to the corresponding period of 1997. The loss from continuing operations for the nine months ended September 30, 1998 includes a negative contribution (before deducting G&A expenses) of $1,442,324 from the Company's online service, Individual Investor Online (www.iionline.com), as compared to a negative contribution (before deducting G&A expenses) of $590,629 in the corresponding period of 1997. This increase is due to higher levels of expenses incurred for the development and redesign of the service, offset in part by higher revenues. Individual Investor magazine incurred a negative contribution (before deducting G&A expenses) of $312,746 for the nine months ended September 30, 1998, as compared to a positive contribution (before deducting G&A expenses) of $286,423 in the corresponding period of 1997. This change is primarily due to a 5% decrease in advertising revenues in the 1998 period compared to the corresponding period of 1997, and an increase in operating expenses related to a larger subscriber base. Ticker magazine incurred a negative contribution (before deducting G&A expenses) of $165,577 for the nine months ended September 30, 1998, as compared to a negative contribution (before deducting G&A expenses) of $458,373 in the corresponding period of 1997. This improvement for Ticker results primarily from a 90% increase in revenues offset in part by a 38% increase in operating expenses. G&A expenses increased for the year by 18% as compared to 1997. Revenues Revenues from continuing operations for the three and nine months ended September 30, 1998 were $4,047,711 and $11,663,214, respectively, a 10% and 9% increase from the corresponding periods of the previous fiscal year. Advertising revenues for the three and nine months ended September 30, 1998 were $2,915,518 and $8,107,316, respectively, a 21% and 20% increase over the corresponding periods of 1997. Of this increase, the Company's online service, Individual Investor Online (www.iionline.com), generated $307,204 and $888,011 for the three and nine months ended September 30, 1998, respectively, compared to $32,246 and $37,246 for the same periods in 1997. Ticker advertising revenues for the three and nine months ended September 30, 1998 were $651,748 and $1,638,653, respectively, a 72% and 90% increase from the corresponding periods in 1997. This increase relates primarily to nine issues published in 1998 compared to seven in 1997, together with 20% circulation and rate increases effected in February 1998. Individual Investor advertising revenues for the three and nine months ended September 30, 1998 were $1,957,121 and $5,581,206, respectively, a 2% and 5% decrease from the corresponding period of 1997. As a result of the increase in paid circulation of Individual Investor, effective November 1997 the Company increased its advertising rates by 18%. However, total advertising pages for Individual Investor decreased by 41 and 90 total pages for the three and nine months ended September 30, 1998, respectively, reflecting the 10 fact that the sales department was in a period of transition. The Company went without a Publisher from July 1997 until April 1998 and also terminated its West Coast representative in May 1998 and replaced it with two in house representatives located in Los Angeles and San Francisco, respectively, in July 1998. Circulation revenues for the three and nine months ended September 30, 1998 were $835,715 and $2,605,576, respectively, a 6% and 14% decrease when compared to the corresponding periods of the previous fiscal year. Individual Investor subscription revenues for the three and nine months ended September 30, 1998, were $564,744 and $1,788,910, respectively, a 1% increase and 3% decrease from the corresponding periods of 1997. Special Situations Report subscription revenues for the three and nine months ended September 30, 1998 were $104,581 and $301,979, respectively, a 41% and 55% decrease when compared to the corresponding periods of 1997. The decline in Special Situations Report subscription revenues results from a decrease in paid subscribers to 4,500 as of September 30, 1998, as compared to 9,100 as of September 30, 1997. The Company distributes Ticker free of charge by controlled distribution to financial service professionals, and does not currently impose a charge for use of its online service. List rental and other revenues for the three and nine months ended September 30, 1998 were $296,478 and $950,322, respectively, a 20% and 1% decrease from the corresponding periods of the previous fiscal year. List rental revenues for the three and nine months ended September 30, 1998 was $210,996 and $600,521, respectively, a 23% and 18% decrease when compared to the corresponding periods of the previous fiscal year. The decrease in list rental revenue is primarily attributable to reduced demand and the decrease in the number of subscribers to Special Situations Report. Other revenues for the three and nine months ended September 30, 1998 were $85,482 and $349,801, respectively, a 10% decrease and 60% increase from the corresponding periods of the previous fiscal year. The year to date increase in other revenues is due primarily to an increase in the sale of reprints from Individual Investor and Ticker magazines and increased revenues generated from an affinity credit card agreement. Operating Expenses Total operating expenses from continuing operations for the three and nine months ended September 30, 1998 were $5,441,053 and $17,603,401 respectively, a 4% and 20% increase from the corresponding periods of the previous fiscal year. Editorial, production and distribution expenses for the three and nine months ended September 30, 1998 were $2,818,854 and $8,687,742, respectively, a 13% and 28% increase from the same periods of the previous fiscal year. The increase in such expenses is primarily related to the continuing development, redesign, and ongoing maintenance of the Company's online service Individual Investor Online (www.iionline.com). The Company incurred online editorial and production costs totaling $496,139 and $1,566,805 for the three and nine months ended September 30, 1998, respectively, compared to $278,158 and $617,526 for the corresponding periods of the previous fiscal year. Production and distribution expenses relating to all three print publications for the three and nine months ended September 30, 1998 were $1,506,614 and $4,651,003, respectively, a 1% and 12% increase from the corresponding periods of 1997, primarily due to additional copies printed for a larger subscriber base in both Individual Investor and Ticker. Editorial costs for the three and nine months ended September 30, 1998 were $572,202 and $1,761,924, respectively, a 10% and 19% increase from the corresponding periods of the previous fiscal year. This was due mostly to an increase in staffing levels to aid the growth in the Company's print publications and its online service. 11 Promotion and selling expenses for the three and nine months ended September 30, 1998 were $1,609,155 and $4,857,883, respectively, a 6% and 11% increase from the corresponding periods of the previous fiscal year. This increase primarily is due to online advertising expenses of $248,394 and $763,529 for the three and nine months ended September 30, 1998, respectively, compared to $10,348 of online advertising costs for the three and nine months ended September 30, 1997. Subscription promotion expenses for the three and nine months ended September 30, 1998 were $479,207 and $1,596,293, respectively, a 26% and 18% decrease from the corresponding periods of 1997. Advertising salaries, commissions and other related costs for the Company's three publications, for the three and nine months ended September 30, 1998, were $802,755 and $2,282,728, respectively, as compared to $783,112 and $2,211,135 for the same periods in 1997. General and administrative expenses for the three and nine months ended September 30, 1998 were $932,156 and $3,825,309, respectively, as compared to $1,110,066 and $3,253,191 for the same periods in 1997. The decrease of 16% for the third quarter of 1998 as compared to the third quarter of 1997 relates primarily to less salaries paid (the Company's President and General Counsel were hired in September) and lower bad debt expenses compared to the corresponding periods of 1997. Substantially all of the year to date increase as compared to the prior year resulted from incremental expenses (severance, legal fees and executive search fees) incurred in the second quarter totaling approximately $560,000 relating to changes in senior management personnel and key advertising sales personnel. Depreciation and amortization expense for the three and nine months ended September 30, 1998, were $80,888 and $232,467 respectively, as compared to $103,055 and $235,652 for the same periods in 1997. Interest and other income for the three and nine months ended September 30, 1998 were $62,362 and $106,025, respectively, compared to $26,236 and $57,426 for the same periods in 1997. These changes are primarily due to varying levels of cash invested by the Company. Discontinued Operations On April 30, 1998 the Company's Board of Directors decided to discontinue the Company's investment management services business. Accordingly, the operating results relating to investment management services have been segregated from continuing operations and reported as a separate line item on the statement of operations. Net loss from discontinued operations for the three and nine months ended September 30, 1998 were $145,291 and $781,370 respectively, as compared to net income of $1,473,224 and $85,328 for the same periods in 1997. Loss on disposal of discontinued operations was $145,291 and $591,741 for the three and nine months ended September 30, 1998. Under generally accepted accounting principles, loss on disposal of discontinued operations includes actual losses from the date the Board resolved to discontinue the investment management services business, plus a provision for additional losses based on management's best estimate of the amount to be realized on dissolution of the fund. Net loss from discontinued operations includes revenues from investment management services and net appreciation (depreciation) in fund. Investment management services are a combination of management fees, being 1 to 1-1/2 percent of assets under management, and a special profit allocation, being 20% of defined performance. Net appreciation (depreciation) in fund relates to the 12 realized and unrealized earnings of the amount invested by the Company in the domestic fund's portfolio which, because of the nature of the investments, will vary significantly from period to period and may result in losses as well as income. As of September 30, 1998 the value of the Company's investment in the domestic fund was $816,580. As a result of the Board's decision, WTCM is dissolving the domestic and offshore investment funds, liquidating fund investments and distributing the net assets to all investors as promptly as possible. In July 1998 the Company received $2,293,799 of its investment, including cash of $1,443,997 and securities of $849,822 (valued as of June 30, 1998). In October 1998 the Company received an additional $524,432 in cash from the fund. No assurance can be given that the Company will realize any further amounts with respect to its investment the domestic fund. Net Loss The Company's net loss for the three and nine months ended September 30, 1998 was $1,476,271 and $6,615,532, respectively, as compared to a net loss of $34,507 and $3,769,195 for the corresponding periods in 1997. No income taxes were provided in 1998 or 1997 due to the net loss. The basic and dilutive net loss per weighted average common share for the three and nine months ended September 30, 1998 were ($0.17) and ($0.86), respectively, as compared to ($0.01) and ($0.59) for the corresponding periods in 1997. Liquidity and Capital Resources As of September 30, 1998, the Company had working capital of $5,526,409 including cash and cash equivalents totaling $4,657,987. As of September 30, 1998 the fair market value of the Company's investment in the discontinued operations was $816,580, which may be available, subject to market fluctuations and liquidity, to fund the Company's operations as the domestic fund is liquidated and its assets are distributed to its partners. In July 1998 the Company received $2,293,799 of its investment, including cash of $1,443,997 and securities of $849,822 (valued as of June 30, 1998). In October 1998 the Company received an additional $524,432 in cash from the fund. No assurance can be given that the Company will realize any further amount with respect to its investment upon final liquidation of the fund. Moreover, the securities received by the Company in July 1998 suffered a material decline in value between June 30, 1998 and September 30, 1998, and subsequently through the date of this Report. There can be no assurance that such securities will not suffer further material declines in value that may have a material adverse affect on the Company's financial performance. On June 26, 1998 the Company entered into a Stock Purchase Agreement with Wise Partners, L.P. providing for the sale of 1,259,842 shares of Common Stock for an aggregate purchase price of $5,000,000, which was based on the closing "ask" price of the common stock on June 25, 1998. Wise Partners, L.P. is a limited partnership of which the Chief Executive Officer of the Company, Jonathan L. Steinberg, is the General Partner. In addition, during the first nine months of 1998 the Company received $398,152 from exercises of stock options. Management expects revenues to grow for the remainder of 1998 and in 1999 as the Company begins to implement changes made by a new management team, including a new President hired in September 1998 and a new Publisher hired in April 1998. Advertising sales are expected to increase for Individual Investor and Ticker magazines due to the addition of new key sales personnel and the effect of the increased awareness in the marketplace for both magazines begins to take effect. Additionally, the Company expects to realize higher revenues from operations of its online service Individual Investor Online (www.iionline.com). There can be no assurance, however, that such growth will be realized. 13 The Company incurred a net loss of $1,476,271 and $6,615,532 for the three and nine months ended September 30, 1998, respectively. The Company's current levels of revenues are not sufficient to cover its expenses. Under its current business plan, during the remainder of 1998 and for the year 1999, the Company intends to control and reduce several of its expenses while continuing to invest in its existing products. The Company anticipates losses to continue through 1999. Profitability may be achieved in future periods only if the Company can substantially increase its revenues while controlling increases in expenses. There can be no assurance that revenues will be substantially increased, or that the increases in expenses can be controlled adequately to enable the Company to attain profitability. The Company plans to continue investing in its online service Individual Investor Online (www.iionline.com), because it believes that this line of business offers the greatest opportunity for generating substantial revenues over the longer term. There can be no assurance, however, that the online business in fact will generate substantial revenues, as the Company faces many competitors in the business. No assurance can be given that advertising revenues for Individual Investor and Ticker will increase because higher advertising rates may not be accepted by advertisers, advertising pages may continue to decline for Individual Investor, circulation may drop at either or both Individual Investor and Ticker, and the advertising mix may change. Although the Company has recently added key advertising sales personnel and has hired a new publisher, no assurance can be given that these changes will result in advertising revenue increases. The Company also believes that a further stock market correction or "beaR" market would affect its ability to sell advertising to the financial advertiser categories. The Company expects that the lease expenses it will incur in connection with its anticipated relocation to new space in early 1999 will be at a significantly higher rate per square foot and that the Company will incur significant costs related to the relocation. Based on the Company's business plan, the Company believes that its working capital and its investments will be sufficient to fund its operations and capital requirements through 1998. Thereafter, if revenues have not been significantly increased above current and expected levels, the Company will need to raise additional capital in order to sustain operations. The Company is currently exploring its ability to obtain additional financing. No assurance can be given as to the availability of additional financing or, if available, the terms upon which it may be obtained. Any such additional financing may result in dilution of an investor's equity investment in the Company. Failure to obtain additional financing on favorable terms, or at all, will have a substantial In August 1997 the Company retained the investment banking firm of Bear, Stearns & Co. Inc. ("Bear Stearns") to assist the Company in exploring strategic initiatives to enhance shareholder value, the process for which is continuing. With the assistance of Bear Stearns since the time of such retention, the Company has focused on various alternatives including identifying, evaluating, and approaching potential strategic partners seeking investment positions in the Company's financial information services business. Year 2000 The Company has evaluated the potential impact of the situation commonly referred to as the "Year 2000 Issue". The Year 2000 Issue concerns the inability of information systems, whether due to computer hardware or software, to properly recognize and process date sensitive information relating to the year 2000 and beyond. Many of the world's computer systems currently record years in 14 a two-digit format. Such computer systems may be unable to properly interpret dates beyond the year 1999, which could lead to business disruptions in the U.S. and internationally. The potential costs and uncertainties associated with the Year 2000 Issue will depend on a number of factors, including software, hardware and the nature of the industry in which a company operates. The Year 2000 Issue could have a material adverse effect on the Company's results of operations and ability to conduct business. To attempt to ensure that the Company's computer systems (including computer hardware and computer software) are "Year 2000 Ready" (that is, are not disrupted by the Year 2000 Issue), the Company developed a plan to assess, and remediate where necessary, any Year 2000 Issue with respect to the Company's computer systems, and appointed certain employees to administer such plan. The plan contains four phases: first, identifying all computer hardware and software being used by the Company; second, determining whether such hardware and software is Year 2000 Ready; third, remediating any Year 2000 Issue with respect to any particular piece of hardware or software; and fourth, performing a final audit and test. The Company has made significant progress toward completing the first two phases, and currently expects to complete these phases before January 1999. The Company has made significant progress toward completing phase three with respect to software issues, and currently expects to complete phase three, with respect to both software and hardware, before April 1999. The Company intends to commence phase four upon the completion of the first three phases, and currently expects to complete phase four before October 1999. The Company currently believes that additional direct costs associated with making the Company's systems Year 2000 Ready should not exceed $30,000 and that such costs, together with any lost revenue associated with making the Company's systems Year 2000 Ready, should not have a material adverse effect on the Company's operating results or financial condition. The Company does not believe that the diversion of employee resources required to address the Year 2000 Issue would have a material effect on the Company's operating results or financial condition. The Company does not currently have in place a contingency plan of action in the event that it is not able to make its computer systems Year 2000 Ready, but will consider on an ongoing basis whether such a contingency plan should be developed. The dates on which the Company believes it will complete its Year 2000 readiness phases, and the costs associated with such efforts, are based on the Company's current best estimates. However, there can be no guarantee that these estimates will be achieved, or that there will not be a delay in, or increased costs associated with, making the Company's systems Year 2000 Ready. Specific factors that might cause differences between the estimates and actual results include, but are not limited to, the availability and cost of personnel trained in these areas, the ability to locate and correct all relevant computer code and hardware devices (such as microcontrollers), timely responses to and corrections by third-parties and suppliers, the ability to implement interfaces between the new systems and the systems not being replaced, and similar uncertainties. Due to the general uncertainty inherent in the Year 2000 problem, resulting in part from the uncertainty of the Year 2000 readiness of third-parties and the interconnection of global businesses, the Company cannot ensure its ability to timely and cost-effectively resolve problems associated with the Year 2000 Issue, and a failure to do so could materially adversely affect the Company's operations and business, and expose it to third-party liability. The Company also faces risks and uncertainties to the extent that the third party suppliers of products, services and systems on which the Company relies do not have business systems or products that are Year 2000 Ready. The Company has initiated communications with all of its significant suppliers and 15 customers to determine the extent to which the Company's systems and products are vulnerable to those third parties' failure to remediate their own systems' Year 2000 Issues. There is no guarantee that the systems or products of other companies on which the Company relies will be timely, if at all, made Year 2000 Ready, and such a failure by such other companies could have a material adverse effect on the Company's systems and products. The Company is in the process of identifying what actions may be needed to mitigate vulnerability to problems related to enterprises with which the Company interacts, but does not currently have in place a contingency plan of action in the event that the failure by one or more third parties to make their computer systems Year 2000 Ready causes adverse effects to be suffered by the Company. The Conpany will consider on an ongoing basis whether such a contingency plan should be developed.
INDIVIDUAL INVESTOR GROUP, INC. AND SUBSIDIARIES PART II- OTHER INFORMATION ITEM 2 - Sales of Unregistered Securities - ------------- ------------------ ------------ ------------------------------ --------------- ------------------------------ Date of sale Title of security Number Sold Consideration received and Exemption from If option, warrant or description of underwriting registration convertible security, terms or other discounts to market claimed of exercise or conversion price afforded to purchasers - ------------- ------------------ ------------ ------------------------------ --------------- ------------------------------ 7/98 -9/98 Options to purchase 563,000 options granted - no Section 4(2) vesting over a period of common stock granted consideration received by three to five years from to employees, Company until exercise date of grant, subject to directors and certain conditions of consultants continued service; exercisable for a period lasting ten years from date of grant at an exercise prices ranging from $1.1875 to $3.50
ITEM 5 - Other Information As previously reported, in July 1997 certain former limited partners of WisdomTree Associates, L.P. (the "Fund"), the domestic private investment fund managed by a subsidiary of the Company (which fund is treated as a discontinued operation as described elsewhere in this Report), 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 served notice of motion to vacate the default judgment. Plaintiffs allege that defendants did not timely process plaintiffs request for redemption of their interest in the Fund, which delay allegedly caused plaintiffs to suffer approximately $470,000 in damages. The Company is currently evaluating this matter, and intends to take vigorous action to defend itself. Due to the inherent uncertainty of litigation, the Company is not able to reasonably estimate the potential losses, if any, that may be incurred in relation to this litigation. 16
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (a) Exhibits Exhibit Description Method of Filing 3.1 Amended and Restated Certificate of Filed herewith Incorporation of Registrant dated August 19, 1991 3.2 Certificate of Amendment of Amended and Restated Filed herewith Certificate of Incorporation of Registrant dated May 26, 1993 3.3 Certificate of Amendment of Amended and Restated Incorporated by reference to Certificate of Incorporation of Registrant Registrant's Form 10-QSB dated June 18, 1997 for the quarter ended June 30, 1997. 3.4 Amended and Restated Certificate of Incorporation of Filed herewith Registrant, as amended through June 18, 1997 3.5 Bylaws of Registrant Incorporated by reference to Exhibit 3.2 to the Registrant's Registration Statement on Form S-18 (File No. 33-43551-NY) (the form "S-18") 4.1 Specimen Certificate for Common Stock of Registrant Incorporated by reference to Exhibit 4.1 to the Form S-18 10.1 Employment Agreement between Registrant and Brette Popper Filed herewith dated September 14, 1998 10.2 Stock Option Agreement between Registrant and Brette Filed herewith Popper dated September 14, 1998 10.3 Employment Agreement between Registrant and Gregory Filed herewith Barton dated July 21, 1998 10.4 Stock Option Agreement between Registrant and Gregory Filed herewith Barton dated September 14, 1998 10.5 Indemnification Agreement between Registrant and Brette Filed herewith Popper dated September 14, 1998 10.6 Indemnification Agreement between Registrant and Gregory Filed herewith Barton dated September 14, 1998 27 Financial Data Schedule September 30, 1998 Filed only with the electronic submission of Form 10-Q in accordance with the EDGAR requirement
(b) The Company did not file any reports on Form 8-K for the Quarter Ended September 30, 1998 17 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: November 12, 1998 INDIVIDUAL INVESTOR GROUP, INC. (Registrant) By: /s/ Jonathan L. Steinberg Jonathan Steinberg, Chief Executive Officer By: /s/ Henry G. Clark Henry G. Clark, Vice President Finance (Principal Financial and Accounting Officer) 18
EXHIBIT INDEX Exhibit No. Description Page 3.1 Amended and Restated Certificate of Incorporation of Registrant 20 - 27 dated August 19, 1991 3.2 Certificate of Amendment of Amended and Restated 28 - 29 Certificate of Incorporation of Registrant dated May 26, 1993 3.4 Amended and Restated Certificate of Incorporation of Registrant, 30 - 36 as amended through June 18, 1997 10.1 Employment Agreement with Brette Popper dated September 11, 1998 37 - 47 10.2 Stock Option Agreement with Brette Popper dated September 14, 1998 48 - 59 10.3 Employment Agreement with Gregory Barton dated July 21, 1998 60 - 61 10.4 Stock Option Agreement with Gregory Barton dated September 14, 1998 62 - 70 10.5 Indemnification Agreement with Brette Popper dated September 14, 1998 71 - 80 10.6 Indemnification Agreement with Gregory Barton dated September 14, 1998 81 - 90 27 Financial Data Schedule September 30, 1998 91
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