-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, BVRw2YpKIypsvYT6LCSKpt7eekTYtc8BsYKsdap35HVtigQQN6S7H0pX5txFyTL2 n01HV2uoHkIiocFzoSsZRw== 0001157523-04-002449.txt : 20040317 0001157523-04-002449.hdr.sgml : 20040317 20040317172433 ACCESSION NUMBER: 0001157523-04-002449 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040317 ITEM INFORMATION: ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20040317 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HYPERFEED TECHNOLOGIES INC CENTRAL INDEX KEY: 0000745774 STANDARD INDUSTRIAL CLASSIFICATION: SECURITY & COMMODITY BROKERS, DEALERS, EXCHANGES & SERVICES [6200] IRS NUMBER: 363131704 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-11108 FILM NUMBER: 04676287 BUSINESS ADDRESS: STREET 1: 300 S WACKER DR STREET 2: STE 300 CITY: CHICAGO STATE: IL ZIP: 60606 BUSINESS PHONE: 3129132848 MAIL ADDRESS: STREET 1: 300 SOUTH WACKER DR STREET 2: SUITE 300 CITY: CHICAGO STATE: IL ZIP: 60606 FORMER COMPANY: FORMER CONFORMED NAME: PC QUOTE INC DATE OF NAME CHANGE: 19920703 8-K 1 a4596736.txt HYPERFEED TECHNOLOGIES INC. 8-K DOCUMENT - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 -------------------------------------- FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 17, 2004 -------------------------------------- HYPERFEED TECHNOLOGIES, INC. (Exact name of registrant as specified in its charter) Delaware 0-13093 36-3131704 (State or other jurisdiction (Commission (I.R.S Employer of incorporation) File Number) Identification No.) 300 South Wacker Drive, Suite 300 Chicago, Illinois 60606 (Address of principal executive offices) (312) 913-2800 (Registrant's telephone number, including area code) (Former name or former address, if changed since last report.) - -------------------------------------------------------------------------------- Item 7. Financial Statements and Exhibits (c) Exhibits Number Exhibit ------ ------- 99.1 Press Release dated March 10, 2004. Item 12. Results of Operations and Financial Condition On March 10, 2004, HyperFeed Technologies, Inc. (the "Company") issued a press release announcing its financial results for the year ended December 31, 2003. A copy of the press release is being furnished as Exhibit 99.1 to this report and is incorporated herein by reference. The information in this Form 8-K and Exhibit 99.1 attached hereto shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing. 2 SIGNATURE 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 hereunto duly authorized. HYPERFEED TECHNOLOGIES, INC. Date: March 17, 2004 By /s/ PAUL PLUSCHKELL ------------------- Paul Pluschkell President and Chief Executive Officer 3 EX-99.1 3 a4596736ex99.txt HYPERFEED TECHNOLOGIES, INC. EXHIBIT 99.1 Exhibit 99.1 HyperFeed Reports Year End 2003 Results CHICAGO--(BUSINESS WIRE)--March 10, 2004--HyperFeed Technologies, Inc. (Nasdaq: HYPR), a provider of ticker plant technologies and managed services to exchanges, financial institutions, content providers, channel partners and value-added resellers today reported results for the year ended December 31, 2003. HyperFeed's revenue in 2003 was $1.6 million versus $0.9 million in 2002, representing an increase of 78% year over year. The Company reported $1.6 million in net income in 2003, or $0.56 per share, versus a net loss of ($4.4) million, or ($1.80) per share, in 2002. Included in net income for 2003 is $5.7 million, net of taxes, from the gain and income from discontinued operations as a result of the sale of the Company's consolidated market data feed business. HyperFeed's cash position as of December 31, 2003 was $4.7 million, an increase of $3.6 million, or 327%, over December 31, 2002. In the second half of 2003, HyperFeed refocused its business strategy to leverage its core ticker plant technologies to serve our target markets of exchanges, large financial institutions and content providers. Commenting on the results, Mr. Paul Pluschkell, President and CEO said, "2003 proved to be a milestone year for HyperFeed. We successfully divested our lower margin business, significantly reduced our overhead, and built a strong cash position with no long-term debt. I believe that these actions will better position us for success for 2004." Mr. Pluschkell further adds, "During 2003, we entered into contracts to provide our MEPS and H!Box products and services to quality customers like Chicago Board Options Exchange, Philadelphia Stock Exchange, MoneylineTelerate, Sage and Interactive Data Corporation (Comstock), demonstrating a competitive advantage of our strategy within the market place. With our market leading technology, stronger cash position and significantly reduced overhead, I believe that we are in a favorable competitive position that we are intent on aggressively capitalizing upon. Our goal is to achieve rapid growth in revenue and earnings from the $7.0 billion financial data market that can benefit from utilizing our products and services." About HyperFeed Technologies, Inc. HyperFeed Technologies, Inc. (Nasdaq: HYPR) provides high-performance software and enterprise services to process, transmit, distribute and manage market data. HyperFeed's market-leading software technology serves as a corporate-wide ticker plant, providing financial institutions with the flexibility and agility to control their own data sources and data content in a cost-effective manner. HyperFeed's MEPS (Managed Exchange Platform Services) and H!Box products are specifically designed to support real-time market data, data management, data reporting, and value-added services for use in delivering and receiving financial content with a competitive edge. Its software can be used with industry-leading APIs, third-party applications or online desktop solutions. MEPS and H!Box have flexible licensing models that can fulfill the needs of exchanges, financial institutions, content providers, channel partners and value-added resellers. In addition, a new multicast global network distribution service for real-time financial applications and content known as the Data Delivery Utility (DDU) was launched with SAVVIS Communications in December 2003. With DDU, for the first time, all publishers of financial content can provide their service locally and be aggregated with other forms of content in a raw or normalized fashion at the customer premise. Data-vendor agnostic, this Utility can collect the information the customer wants directly from such key data sources as exchanges, content providers and proprietary sources. Safe Harbor Disclosure The statements made herein that are not historical in nature are intended to be and are identified as "forward looking statements" within the meaning of the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995, particularly in reference to statements regarding our expectations, plans and objectives. Forward-looking statements may be impacted by a number of factors, risks and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements. Our filings with the Securities and Exchange Commission identify factors that could cause material differences. Among these factors are our ability to: i) successfully execute our new business model; ii) fund our business either through continuing operations or external financing; iii) successfully attract, retain and integrate key employees; iv) compete successfully against competitive products and services; v) deliver and maintain performance standards according to the terms and conditions of our customer contracts; vi) maintain relationships with key suppliers and providers of market data; vii) maintain our existing customer base while diversifying the Company's presence in the financial institutional marketplace; viii) develop, complete and introduce new product and service initiatives in a timely manner and at competitive price and performance levels; ix) manage the timing of the development and introduction of new products or enhanced versions of existing products; x) gain the market's acceptance of new products; and xi) respond to the effect of economic and business conditions generally. The Company cautions readers that forward-looking statements, including and without limitation, those relating to the Company's future business prospects, revenues, working capital, liquidity, income and margin are subject to certain risks and uncertainties that could cause actual results to differ materially from those indicated by the forward-looking statements due to any number of risk factors. HYPERFEED TECHNOLOGIES, INC. AND SUBSIDIARY Consolidated Balance Sheets December 31 2003 2002 - ----------- ------------ ----------- ASSETS Current assets: Cash and cash equivalents $4,668,038 $1,096,711 Accounts receivable, less allowance for doubtful accounts of: 2003: $0; 2002: $0 797,048 73,290 Notes receivable, less allowance of: 2003: $50,000; 2002: $150,000 150,465 199,142 Prepaid expenses and other current assets 173,816 85,893 Assets related to discontinued operations 811,878 1,097,645 ------------ ----------- Total current assets 6,601,245 2,552,681 ------------ ----------- Property and equipment Computer equipment 2,343,853 2,834,875 Communication equipment 1,296,550 1,402,652 Furniture and fixtures 82,839 108,947 Leasehold improvements 531,809 531,397 ------------ ----------- 4,255,051 4,877,871 Less: accumulated depreciation and amortization (3,019,964) (3,373,394) ------------ ----------- 1,235,087 1,504,477 Other intangible assets, net of accumulated amortization of: 2003: $70,000; 2002: $10,000 110,000 170,000 Software development costs, net of accumulated amortization of: 2003: $2,733,126; 2002: $3,189,313 1,732,721 2,013,703 Deposits and other assets 35,205 54,729 ------------ ----------- Total assets $9,714,258 $6,295,590 ============ =========== LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Accounts payable $605,644 $185,913 Accrued expenses 587,193 234,878 Accrued compensation 73,157 72,801 Income taxes payable 40,000 --- Unearned revenue 15,000 --- Liabilities related to discontinued operations 2,419,879 3,171,092 ------------ ----------- Total current liabilities 3,740,873 3,664,684 ------------ ----------- Accrued expenses, less current portion 292,676 36,089 ------------ ----------- Total liabilities 4,033,549 3,700,773 ------------ ----------- Stockholders' Equity Preferred stock, $.001 par value; authorized 5,000,000 shares; issued and outstanding: Series A and B 5% convertible: 0 shares at December 31, 2003 and 2002 --- --- Common stock, $.001 par value; authorized 50,000,000 shares; issued and outstanding: 3,051,989 shares at December 31, 2003 and 2,503,067 shares at December 31, 2002 3,052 2,503 Additional paid-in capital 46,070,113 44,585,588 Accumulated deficit (40,392,456)(41,993,274) ------------ ----------- Total stockholders' equity 5,680,709 2,594,817 ------------ ----------- Total liabilities and stockholders' equity $9,714,258 $6,295,590 ============ =========== HYPERFEED TECHNOLOGIES, INC. AND SUBSIDIARY Consolidated Statements of Operations For the following years ended December 31 2003 2002 2001 - ------------------------------ ------------ ------------- ------------ Revenue HyperFeed $1,029,340 $--- $--- HYPRWare 570,623 911,141 296,949 ------------ ------------- ------------ Total revenue 1,599,963 911,141 296,949 Direct costs of revenue 1,537,323 1,342,839 1,826,799 ------------ ------------- ------------ Gross margin 62,640 (431,698) (1,529,850) ------------ ------------- ------------ Operating expenses Sales and marketing 614,845 --- --- General and administrative 3,121,500 2,552,604 2,207,380 Research and development 1,827,975 1,426,502 2,912,513 Operations 186,706 --- --- Depreciation and amortization 997,729 1,685,285 1,713,883 ------------ ------------- ------------ Total operating expenses 6,748,755 5,664,391 6,833,776 ------------ ------------- ------------ Loss from operations (6,686,115) (6,096,089) (8,363,626) ------------ ------------- ------------ Other income (expense) Interest income 20,381 22,035 104,281 Interest expense (1,636) (2,772) (6,293) ------------ ------------- ------------ Net other income 18,745 19,263 97,988 ------------ ------------- ------------ Loss from continuing operations before income taxes (6,667,370) (6,076,826) (8,265,638) Income tax benefit (2,612,000) (1,004,099) (2,820,000) ------------ ------------- ------------ Loss from continuing operations (4,055,370) (5,072,727) (5,445,638) ------------ ------------- ------------ Discontinued operations Income from discontinued operations, net of taxes (benefit) of 2003: $(29,000); 2002: $957,800; 2001: $2,849,231 1,329,343 711,953 4,000,471 Gain on disposition of discontinued operations, net of taxes of $2,681,000 4,326,845 --- --- ------------ ------------- ------------ Income from discontinued operations 5,656,188 711,953 4,000,471 ------------ ------------- ------------ Net income (loss) 1,600,818 (4,360,774) (1,445,167) Preferred dividends --- --- (927,455) ------------ ------------- ------------ Net income (loss) available for common stockholders $1,600,818 $(4,360,774) $(2,372,622) ============ ============= ============ Basic net income (loss) per share available for common stockholders: Continuing operations $(1.43) $(2.09) $(3.49) Discontinued operations 1.99 0.29 2.19 ------------ ------------- ------------ Basic net income (loss) per share available for common stockholders $0.56 $(1.80) $(1.30) ============ ============= ============ Diluted net income (loss) per share available for common stockholders: Continuing operations $(1.41) $(2.09) $(3.49) Discontinued operations 1.97 0.29 2.19 ------------ ------------- ------------ Diluted net income (loss) per share available for common stockholders $0.56 $(1.80) $(1.30) ============ ============= ============ Basic weighted-average common shares outstanding 2,844,751 2,427,674 1,827,285 Diluted weighted-average common shares outstanding 2,870,154 2,427,674 1,827,285 HYPERFEED TECHNOLOGIES, INC. AND SUBSIDIARY Consolidated Statements of Cash Flows For the following years ended December 31 2003 2002 2001 - ----------------------------- ------------ ------------- ------------ Cash flows from operating activities: Net income (loss) $ 1,600,818 $(4,360,774) $(1,445,167) Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: Depreciation and amortization 1,027,215 1,685,286 1,644,067 Amortization of software development costs 1,330,879 1,363,827 2,087,497 Provision for doubtful accounts 150,000 --- --- Gain on disposition of discontinued operations (7,007,845) --- --- Changes in assets and liabilities, net of acquisitions and discontinued operations: Accounts receivable (723,758) (8,466) (64,824) Prepaid expenses and other current assets (87,923) (36,154) (33,972) Deposits and other assets 19,524 7,873 (44,849) Accounts payable 419,731 87,044 30,684 Accrued expenses 352,671 (31,958) (64,212) Deferred rent 256,587 (36,089) (36,086) Unearned revenue 15,000 --- --- Income taxes payable 40,000 (5,000) (30,000) ------------ ------------- ------------ Net cash provided by (used in) continuing operations (2,607,101) (1,334,411) 2,043,138 Net cash provided by (used in) discontinued operations (854,094) 3,226,230 (264,581) ------------ ------------- ------------ Net cash provided by (used in) operating activities (3,461,195) 1,891,819 1,778,557 ------------ ------------- ------------ Cash flows from investing activities: Purchase of property and equipment (643,769) (458,869) (1,541,137) Software development costs capitalized (1,157,460) (1,329,001) (1,555,189) Proceeds from sale of discontinued operations 7,300,000 --- --- Purchase of Marketscreen, net of cash acquired --- --- (424,009) Repayment (issuance) of note receivable 48,677 858 (100,000) ------------ ------------- ------------ Net cash provided by (used in) investing activities 5,547,448 (1,787,012) (3,620,335) ------------ ------------- ------------ Cash flows from financing activities: Proceeds from issuance of common stock 1,485,074 384,641 176,082 Proceeds from sale (purchase) of restricted cash equivalents --- 250,000 (50,000) Payment to bank for assignment of note receivable --- (250,000) --- Principal payments on notes payable --- --- (199,634) ------------ ------------- ------------ Net cash provided by (used in) financing activities 1,485,074 384,641 (73,552) ------------ ------------- ------------ Net increase (decrease) in cash and cash equivalents 3,571,327 489,448 (1,915,330) Cash and cash equivalents at beginning of year 1,096,711 607,263 2,522,593 ------------ ------------- ------------ Cash and cash equivalents at end of year $4,668,038 $1,096,711 $607,263 ============ ============= ============ CONTACT: HyperFeed Technologies, Inc. Christine Colp, 312-913-2833 ccolp@hyperfeed.com or Spring, O'Brien Jessica Ong, 212-620-7100 x255 JessicaO@Spring-OBrien.com -----END PRIVACY-ENHANCED MESSAGE-----