-----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, G664hOwz4uW16tom/pbs0Ec0a+INvv3IPhUWUtbDUZVT+0afGXnU6UEiVV6YZGvT kLDHDmF/eNDBamb8yl9Qmg== 0000880631-01-000009.txt : 20010410 0000880631-01-000009.hdr.sgml : 20010410 ACCESSION NUMBER: 0000880631-01-000009 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20001231 FILED AS OF DATE: 20010404 FILER: COMPANY DATA: COMPANY CONFORMED NAME: INDIVIDUAL INVESTOR GROUP INC CENTRAL INDEX KEY: 0000880631 STANDARD INDUSTRIAL CLASSIFICATION: PERIODICALS: PUBLISHING OR PUBLISHING AND PRINTING [2721] IRS NUMBER: 133487784 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K/A SEC ACT: SEC FILE NUMBER: 001-10932 FILM NUMBER: 1595144 BUSINESS ADDRESS: STREET 1: 125 BROAD STREET STREET 2: 14TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10004 BUSINESS PHONE: 212-742-4200 MAIL ADDRESS: STREET 1: 125 BROAD ST STREET 2: 14TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10004 FORMER COMPANY: FORMER CONFORMED NAME: FINANCIAL DATA SYSTEMS DATE OF NAME CHANGE: 19951120 FORMER COMPANY: FORMER CONFORMED NAME: FINANCIAL DATA SYSTEMS INC /DE/ DATE OF NAME CHANGE: 19930328 10-K/A 1 0001.txt AMENDED ANNUAL REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A X Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended: December 31, 2000 ----------------- or ____ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from _____to _____ Commission file number: 1-10932 INDIVIDUAL INVESTOR GROUP, INC. ------------------------------- (Exact name of registrant as specified in its Charter) Delaware 13-3487784 -------- ---------- (State or other jurisdiction of (IRS Employer incorporation or organization) Identification No.) 125 Broad Street, 14th Floor, New York, New York 10004 ------------------------------------------------------ (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (212) 742-2277 -------------- The Registrant hereby amends the following items, financial statements, exhibits or other portions of its Annual Report on Form 10K for the fiscal year ended December 31, 2000 as set forth in the pages attached hereto: Item 8. Financial statements and supplementary data Exhibit 23.1 Independent auditors' consent Item 8 is being amended to correct four typographical errors: (a) on the Consolidated Statements of Operations, revenues for print publications for the year 2000 is corrected to read $16,590,782 (instead of $6,590,782), with total revenues for 2000 remaining $19,778,804 as reported and (b) on the Consolidated Statements of Stockholders Equity, (i) the December 31, 2000 balance for warrants is corrected to read $872,052 (instead of $872,0520), (ii) on the conversion of preferred to common stock line, the par value column is corrected to read (21) (i.e., to add brackets to the reported number) and (iii) on footnote (a), the reclassification adjustment for 1999 is corrected to read (4,144,396) (i.e., to add brackets to the reported number). ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Independent Auditors' Report Consolidated Balance Sheets as of December 31, 2000 and 1999 Consolidated Statements of Operations for the Years Ended December 31, 2000, 1999, and 1998 Consolidated Statements of Stockholders' Equity for the Years Ended December 31, 2000, 1999, and 1998 Consolidated Statements of Cash Flows for the Years Ended December 31, 2000, 1999, and 1998 Notes to Consolidated Financial Statements INDEPENDENT AUDITORS' REPORT To the Board of Directors and Stockholders of Individual Investor Group, Inc. New York, New York We have audited the accompanying consolidated balance sheets of Individual Investor Group, Inc. and its subsidiaries (the "Company") as of December 31, 2000 and 1999, and the related consolidated statements of operations, stockholders' equity, and cash flows for each of the three years ended December 31, 2000. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, such consolidated financial statements present fairly, in all material respects, the financial position of Individual Investor Group, Inc. and its subsidiaries as of December 31, 2000 and 1999, and the results of their operations and their cash flows for each of the three years ended December 31, 2000 in conformity with accounting principles generally accepted in the United States of America. DELOITTE & TOUCHE LLP New York, New York March 27, 2001 INDIVIDUAL INVESTOR GROUP, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS December 31, -------------------------- ASSETS 2000 1999 ----------- ------------ Current assets: Cash and cash equivalents $ 4,694,476 $ 6,437,542 Accounts receivable (net of allowances of $552,609 in 2000 and $419,048 in 1999) 1,754,200 3,019,710 Investment in discontinued operations (Note 4) 49,302 49,302 Prepaid expenses and other current assets 1,036,996 864,851 ----------- ------------ Total current assets 7,534,974 10,371,405 ----------- ------------ Investments(Notes 1 and 2) 2,678,546 2,638,356 Deferred subscription expense 337,245 383,624 Property and equipment - net (Note 5) 1,479,105 1,653,659 Security deposits 375,580 374,527 Other assets 300,810 836,396 ----------- ------------ Total assets $12,706,260 $16,257,967 =========== ============ LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Accounts payable $ 2,534,027 $ 3,024,395 Accrued expenses (Note 6) 462,800 716,670 Deferred advertising revenue 1,987,067 1,467,210 ----------- ------------ Total current liabilities 4,983,894 5,208,275 ----------- ------------ Deferred advertising revenue 532,653 938,164 Deferred subscription revenue 2,607,407 2,448,591 ----------- ------------ Total liabilities 8,123,954 8,595,030 ----------- ------------ Commitments and contingencies (Note 7) Stockholders' Equity: (Note 10) Preferred stock, $.01 par value, authorized 2,000,000 shares, 7,880 issued and outstanding in 2000 and 10,000 issued and outstanding in 1999 79 100 Common stock, $.01 par value; authorized 40,000,000 shares, 8,972,886, issued and outstanding in 2000; 10,353,901 issued and outstanding in 1999 89,729 103,539 Additional paid-in capital 33,576,719 33,421,542 Warrants 872,052 742,079 Deferred compensation (29,490) (272,038) Accumulated deficit (29,926,783) (26,332,285) ----------- ------------ Total stockholders' equity 4,582,306 7,662,937 ----------- ------------ Total liabilities and stockholders' equity $12,706,260 $16,257,967 =========== ============ See Notes to Consolidated Financial Statements INDIVIDUAL INVESTOR GROUP, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS Year Ended December 31, 2000 1999 1998 ------------- ------------ ------------- Revenues: Online Services $ 3,188,022 $ 2,308,186 $ 1,136,032 Print Publications 16,590,782 15,362,615 14,334,074 ------------- ------------ ------------- Total revenues 19,778,804 17,670,801 15,470,106 ------------- ------------ ------------- Operating expenses: Editorial, production and distribution 12,683,600 11,797,411 11,429,496 Promotion and selling 8,683,141 7,834,513 6,789,974 General and administrative 5,494,521 5,291,648 4,964,069 Corporate advertising - 725,867 - Depreciation and amortization 557,802 523,715 321,280 ------------- ------------ ------------- Total operating expenses 27,419,064 26,173,154 23,504,819 ------------- ------------ ------------- Gain on sale of assets 6,702,219 - - ------------- ------------ ------------- Impairment of investment (2,638,356) - - ------------- ------------ ------------- Operating loss from continuing operations (3,576,397) (8,502,353) (8,034,713) Investment and other income (Note 2) 170,608 4,309,650 224,213 ------------- ------------ ------------- Net loss from continuing operations (3,405,789) (4,192,703) (7,810,500) ------------- ------------ ------------- Discontinued operations (Note 3) (Loss) income from discontinued operations - - (189,629) (Loss) on disposal of discontinued operations - - (591,741) ------------- ------------ ------------- (Loss) income from discontinued operation - - - (781,370) ------------- ------------ ------------- Net loss $(3,405,789) $(4,192,703) $ (8,591,870) ============= ============ ============= Basic and dilutive (loss) income per common share: Continuing operations ($0.34) ($0.47) ($0.99) Discontinued operations - - (0.10) ------------- ------------ ------------- ($0.34) ($0.47) ($1.09) Net loss per share ============= ============ ============= Average number of common shares used in computing basic and dilutive (loss) income per common share 10,439,887 9,336,679 7,876,509 See Notes to Consolidated Financial Statements INDIVIDUAL INVESTOR GROUP, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
Preferred Stock Common Stock Additional Shares Par Shares Par Paid-in Deferred Issued Value Issued Value Capital Warrants Compensation Balance, December 31, 1997 - - 7,146,071 $ 71,461 $ 19,514,363 - - Exercise of options - net - - 84,938 850 397,303 - - Stock option and warrant transactions - - - - - $453,868 - Issuance of preferred stock 10,000 $100 - - 1,999,900 - - Issuance of common stock - - 1,259,842 12,598 4,987,402 - - Net loss - - - - - - - Change in accumulated other comprehensive income-(loss) - - - - - - - Comprehensive loss - - - - - - - __________________________________________________________________________________________________________________________________ Balance, December 31, 1998 10,000 100 8,490,851 84,909 26,898,968 453,868 - Exercise of options - net - - 676,247 6,762 2,283,628 - - Stock option and warrant transactions - - - - - 288,211 ($274,206) Issuances of common stock for services rendered - - 39,372 394 115,920 - - Amortization of deferred compensation - - - - - - 2,168 Issuance of common stock - Telescan - - 779,130 7,791 2,992,209 - - Issuance of common stock - Telescan license fee - - 368,301 3,683 1,130,817 - - Net loss - - - - - - - Preferred stock dividends - - - - - - - Change in accumulated other comprehensive income-(loss) - - - - - - - Comprehensive loss - - - - - - - __________________________________________________________________________________________________________________________________ Balance, December 31, 1999 10,000 100 10,353,901 103,539 33,421,542 742,079 (272,038) Exercise of options - net - - 87,118 871 110,745 - - Stock option and warrant transactions - - - - - 129,973 127,068 Conversion of preferred to common stock (2,120) (21) 200,000 2,000 (1,979) - - Amortization of deferred compensation - - - - - - 263,137 Issuance of common stock - - 113,000 1,130 188,902 - (147,657) Net loss - - - - - - - - Preferred stock dividends - - Repurchase common stock - - (1,781,133) (17,811) (142,491) Comprehensive loss - - - - - - - - __________________________________________________________________________________________________________________________________ Balance, December 31, 2000 7,880 $79 8,972,886 $ 89,729 $ 33,576,719 $872,052 $(29,490) ==================================================================================================================================
Accumulated Other Accumulated Comprehensive Comprehensive Deficit Income (Loss) Loss Total Balance, December 31, 1997 $(13,330,725) - - $ 6,255,099 Exercise of options - net - - - 398,153 Stock option and warrant transactions - - - 453,868 Issuance of preferred stock - - - 2,000,000 Issuance of common stock - - - 5,000,000 Net loss (8,591,870) - $(8,591,870) (8,591,870) Change in accumulated other comprehensive income-(loss) ($66,493) (66,493)(a) (66,493) ========= ----------- Comprehensive loss - - $(8,658,363) - ____________________________________________________________________________________________________________ Balance, December 31, 1998 (21,922,595) (66,493) - 5,448,757 Exercise of options - net - - - 2,290,390 Stock option and warrant transactions - - - 14,005 Issuances of common stock for services rendered - - - 116,314 Amortization of deferred compensation - - - 2,168 Issuance of common stock - Telescan - - - 3,000,000 Issuance of common stock - Telescan license fee - - - 1,134,500 Net loss (4,192,703) - $4,192,703) (4,192,703) Preferred stock dividends (216,987) - - (216,987) Change in accumulated other comprehensive - 66,493 66,493 (a) 66,493 income-(loss) Comprehensive loss - $(4,126,210) - ____________________________________________________________________________________________________________ Balance, December 31, 1999 (26,332,285) - - 7,662,937 Exercise of options - net - - - 111,616 Stock option and warrant transactions - - - 257,041 Conversion of preferred to common stock - - - - Amortization of deferred compensation - 263,137 Issuance of common stock - 42,375 Net loss (3,405,789) - $(3,405,789) (3,405,789) Preferred stock dividends (188,709) - - (188,709) Repurchase common stock - (160,302) Comprehensive loss ------------- - - $(3,405,789) - ============= ____________________________________________________________________________________________________________ Balance, December 31, 2000 $(29,926,783) - - $ 4,582,306 ============================================================================================================ (a) Disclosure of change in accumulated other comprehensive income (loss): 1998 1999 ---- ---- Unrealized holding (loss) gain arising during period $959 $4,210,889 Less: Reclassification adjustment for gain recognized in net loss (67,459) (4,144,396) -------- ----------- ($66,493) $66,493 ========= ===========
See Notes to Consolidated Financial Statements INDIVIDUAL INVESTOR GROUP, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS
Year Ended December 31, ------------- ------------------------------- 2000 1999 1998 ---- ---- ---- Cash flows from operating activities: Net loss $ (3,405,789) $ (4,192,703) $ (8,591,870) Less: (Loss) income from discontinued operations - - (781,370) ------------- -------------- -------------- Loss from continuing operations (3,405,789) (4,192,703) (7,810,500) Reconciliation of net loss to net cash used in operating activities: Gain on sale of assets (6,702,219) - - Impairment of investment 2,638,356 - - Depreciation and amortization 557,802 523,715 321,280 Stock option and warrant transactions 295,888 350,877 159,909 Loss on sale of equipment - - 2,671 Gain on sale of investments - (4,144,396) (67,452) Changes in operating assets and liabilities: (Increase) decrease in: Accounts receivable 626,858 (663,584) 637,173 Prepaid expenses and other current assets (275,302) (214,150) (14,980) Security deposits (1,053) 95,100 (334,710) Other assets 343,078 50,779 (39,817) Deferred subscription expense 46,379 192,613 (149,411) Increase (decrease) in: Accounts payable and accrued expenses (543,703) 1,029,413 (185,837) Deferred advertising revenue (2,075,403) (371,079) (205,153) Deferred subscription revenue 158,816 202,169 (414,707) ------------- -------------- -------------- Net cash used in operating activities (8,336,292) (7,141,246) (8,101,534) ------------- -------------- -------------- Cash flows from investing activities: Purchase of property and equipment (393,850) (1,568,403) (353,713) Proceeds from sale of equipment - - 3,652 Net proceeds from sale of assets 6,585,819 - - Proceeds from sale of investments - 5,841,196 223,556 Purchase of investments - (753,076) - Purchase of InsiderTrader.com - - (75,000) Net cash provided by discontinued operations - 233,081 2,123,851 ------------- -------------- -------------- Net cash provided by investing activities 6,191,969 3,752,798 1,922,346 ------------- -------------- -------------- Cash flows from financing activities: Proceeds from exercise of stock options 111,616 2,290,390 398,153 Receivables financing 638,652 - - Purchase of Common stock (160,302) - - Proceeds from issuance of preferred stock (Note 9) - - 2,000,000 Proceeds from issuance of common stock (Note 9) - 3,000,000 5,000,000 Preferred stock dividends (188,709) (216,987) - ------------- -------------- -------------- Net cash provided by financing activities 401,257 5,073,403 7,398,153 ------------- -------------- -------------- Net increase in cash and cash equivalents (1,743,066) 1,684,955 1,218,965 Cash and cash equivalents, beginning of period 6,437,542 4,752,587 3,533,622 ------------- -------------- -------------- Cash and cash equivalents, end of period $ 4,694,476 $ 6,437,542 $ 4,752,587 ============= ============== ============== See Notes to Consolidated Financial Statements
INDIVIDUAL INVESTOR GROUP, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 1. SUMMARY OF ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES Individual Investor Group, Inc. and its subsidiaries (collectively, the "Company") are primarily engaged in providing financial information services. The Company's operating subsidiaries are focused on providing research and analysis of investment information to individuals and investment professionals through two business segments: Print Publications and Online Services. The Company's Print Publications segment publishes and markets Individual Investor, a personal finance and investment magazine and Individual Investor's Special Situations Report, a financial investment newsletter. Between approximately October 1996 and September 2000, the Company's Print Publications segment also included Ticker, a magazine for investment professionals. The Company's Online Services segment includes individualinvestor.com (www.individualinvestor.com). Between approximately November 1998 and September 2000, the Company's Online Services segment also included InsiderTrader.com (www.InsiderTrader.com). In September 2000, the Company sold InsiderTrader.com and Ticker magazine to two different parties in two unrelated transactions (see Note 3). The Company contracts with unaffiliated suppliers for paper, printing, binding, subscription fulfillment, newsstand distribution and list management. See Note 13 for additional information regarding the Company's business segments and operations. The Company's current levels of revenues are not sufficient to cover its expenses. It is the Company's intention to control its operating expenses while continuing to invest in its existing products and, as noted above, the Company recently has implemented changes intended to substantially reduce certain operating and general and administrative expenses. The Company anticipates quarterly losses to continue into 2001. Profitability may be achieved in future periods only if the Company can substantially increase its revenues and/or realize capital gains on investments or the sale of certain assets while controlling increases in expenses. There can be no assurance that revenues will be substantially increased, that additional capital gains will be realized on investments (instead, capital losses in fact may be realized) or that certain assets will be sold, or that expenses can be adequately decreased to enable the Company to attain profitability. The Company believes that its working capital and, if additional resources were necessary, the value it believes it could realize from the sale of assets and/or securities of the Company, should be sufficient to fund its operations and capital requirements through 2001. The Company is continuing its exploration of strategic alternatives, including exploring sources of additional financing and/or sale of assets. There can be no assurance, however, that this process will result in the Company entering into any additional transactions or enhancing shareholder value. In the event that the Company is unable to attain profitability prior to exhausting its existing resources, the Company would need to obtain additional financing or sell certain of its assets in order to sustain operations. Although the Company believes it could obtain additional financing or sell assets if necessary to sustain operations, no assurance can be given that the Company in fact would be able to obtain additional financing or sell additional assets, or as to the terms upon which the Company could do so. Any additional financing could result in substantial dilution of an investor's equity investment in the Company. Principles of Consolidation - The consolidated financial statements include the accounts of Individual Investor Group, Inc. and its subsidiaries: Individual Investor Holdings, Inc., WisdomTree Capital Management, Inc., WisdomTree Administration, Inc., WisdomTree Capital Advisors, LLC, I.I. Interactive, Inc. I.I. Strategic Consultants, Inc. and Advanced Marketing Ventures, Inc. Revenue Recognition - Print Publications advertising and circulation revenues are recognized, net of agency commissions and estimated returns and allowances, when publications are issued. Online Services advertising revenues, primarily derived from the sale of banner advertisements and sponsorships on the Company's web sites, is recognized ratably in the period the advertising is displayed. Deferred subscription revenue, net of agency commissions, is recorded when subscription orders are received. List rental income is recognized, net of agency commissions, when a list is provided. Revenues from equity-for-advertising transactions are recognized during the period in which the advertisements are run. The Company, during the third quarter ended September 30, 2000, adopted the accounting treatment of EITF 99-19, Reporting Revenue Gross as a Principal versus Net as an Agent with respect to revenues recognized from list rentals. This change required an increase to Online Services revenues for year ended December 31, 1999 and 1998 of approximately $4,000 and $0, respectively, with an equal increase to promotion and selling expenses and an increase to Print Publications revenues for the year ended December 31, 1999 and 1998 of approximately $162,000 and $122,000, respectively, with an equal increase to promotion and selling expenses. This change had no impact on reported net loss for the years ended December 31, 1999 and 1998. Deferred Subscription Expense - The Company defers direct response advertising costs incurred to elicit subscription sales from customers who could be shown to have responded specifically to the advertising and that resulted in probable future economic benefits. Such deferred costs, which consist primarily of direct mail campaign costs, are amortized over the estimated period of future benefit, ranging from 12 to 22 months. Property and Equipment - Property and equipment are recorded at cost. Depreciation of property and equipment is calculated on the straight-line method over the estimated useful lives of the respective assets, ranging from three to five years. Leasehold improvements are amortized over the lesser of the useful life of the asset or the term of the lease. Income Taxes - Deferred taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss carryforwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets may not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. Financial Instruments - For financial instruments including cash and cash equivalents, accounts receivable, accounts payable and accrued expenses, the carrying amount approximated fair value because of their short maturity. Cash equivalents consist of investments in a government fund that invests in securities issued or guaranteed by the U.S. Government, its agencies or instrumentalities, which have average maturities of 30 days. Investments - Investment represents equity positions in VentureHighway.com Inc., Pricing Dynamics, Inc. (previously ReverseAuction.com, Inc.) and Tradeworx, Inc. There is currently no public market for these securities, and each investment is recorded at its historical cost unless there is an other than temporary decline in its value. In the event that the Company concludes that there is an other than a temporary decline in the recorded value of an investment, the investment will be written down to estimated fair market value. Stock-Based Compensation - In accordance with Statement of Financial Accounting Standards ("SFAS") No. 123, "Accounting for Stock-Based Compensation," the Company continues to apply the measurement and recognition provisions of Accounting Principles Board Opinion No. 25 and related interpretations in accounting for issuance of employee stock options. The Company's general policy is to grant options with an exercise price not less than the fair market value of the Company's stock on the date of grant. Accordingly, no compensation expense has been recognized in the Company's statement of operations for fixed stock option grants awarded to employees. Transactions with non-employees in which goods or services are received by the Company for the issuance of stock options or other equity instruments are accounted for based on fair value, which is based on the value of the equity instruments or the consideration received, whichever is more reliably measured. Use of Estimates - The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, and the disclosure of contingent assets and liabilities reported in the financial statements. Significant accounting estimates used include estimates for sales returns and allowances, loss on discontinued operations, pro forma disclosures regarding the fair value of stock options granted in 2000, 1999, and 1998 and estimated fair market value of investment securities for which no public market exists. Actual results could differ materially from those estimates. Recent Accounting Pronouncement -Statement of Financial Accounting Standards No. 133 ("SFAS 133"), "Accounting for Derivative Instruments and Hedging Activities," is effective for fiscal years beginning after June 15, 2000. SFAS 133, as amended, establishes accounting and reporting standards for derivative instruments, including certain derivative instruments embedded in other contracts, and for hedging activities. Under SFAS 133, certain contracts that were not formally considered derivatives may now meet the definition of a derivative. The Company will adopt SFAS 133 effective January 1, 2001. Management does not expect the adoption of SFAS 133 to have a significant impact on the financial position, results of operations, or cash flows of the Company. 2. INVESTMENTS Gains on Sale of Investments Net realized gains on the sales of investments totaled approximately $4.1 million for the year ended December 31, 1999. There were no comparable gains in the years ended December 31, 2000 and 1998, respectively. On June 2, 1999, the Company and Kirlin Holding Corp. ("Kirlin") entered into a Securities Purchase Agreement pursuant to which the Company acquired 600,000 shares of common stock of Kirlin for $750,000 (the share amount has been restated to reflect two 2-for-1 stock splits effected July 30, 1999 and March 1, 2000, respectively). Kirlin contributed all the proceeds of this sale to the capital of its subsidiary, VentureHighway.com Inc. ("VentureHighway"). The shares were subsequently sold during August 1999 for net cash proceeds of approximately $1.7 million, producing a net realized gain of approximately $0.9 million. In 1997, the Company acquired 250,000 shares of Wit Capital Group, Inc. Series A Preferred Stock in an equity-for-advertising transaction valued at $250,000. The shares were converted into 175,000 shares of Class C Common Stock due to a 7-for-10 reverse split of Class C Common Stock and the completion of Wit Capital's initial public offering on June 4, 1999. The shares were sold during December 1999 for net cash proceeds of approximately $3.1 million, producing a net realized gain of approximately $2.8 million. Other Investments On May 4, 2000, the Company and Tradeworx, Inc. ("Tradeworx") entered into an agreement pursuant to which the Company acquired 1,045,000 newly issued shares of common stock of Tradeworx, representing at the time a 7% stake (with warrants to acquire up to 10.5%), on a fully diluted basis, of Tradeworx. The purchase price was paid for in the form of a credit for Tradeworx to use to purchase advertising in the Company's magazines and websites during the 24 months ending August 1, 2002. The investment and the deferred advertising revenues were recorded at the fair market value at the date of the transaction of approximately $1.1 million. The Company was informed that in January 2001, Tradeworx completed a capital raise pursuant to which Tradeworx raised $3.0 million cash, selling 1,181,102 shares at a price of $2.54 per share (a 134% premium to the value at which the shares are recorded on the Company's books). Tradeworx is in the business of developing proprietary software and other financial analytical tools that provide online investment analysis and investment decision support platforms for retail and institutional investors and brokerage firms. There currently is no public market for Tradeworx securities and there is no assurance that the Company will realize any value (and the Company in fact may realize a loss) with respect to its investment in Tradeworx. On February 23, 2000, the Company and Pricing Dynamics entered into an agreement pursuant to which the Company acquired 1,166,667 newly-issued shares of common stock of Pricing Dynamics, representing at the time a 3.3% stake (on a fully-diluted basis) of Pricing Dynamics (constituting 7.4% of the then-outstanding shares). The purchase price was paid in the form of a credit for Pricing Dynamics to use to purchase advertising in the Company's magazines and web sites during the 21 months ending December 31, 2001. The investment and the deferred advertising revenues were recorded at the fair market value at the date of the transaction of approximately $1.5 million. Pricing Dynamics provides e-commerce tools and dynamic pricing software for the business-to- business, business-to-consumer and consumer-to-consumer markets. There currently is no public market for Pricing Dynamics securities and there is no assurance that the Company will realize any value (and the Company may in fact realize a loss) with respect to its investment in Pricing Dynamics. On June 2, 1999, the Company, Kirlin and VentureHighway (at the time a wholly-owned subsidiary of Kirlin), entered into an agreement pursuant to which the Company acquired 3,308,688 newly issued shares (adjusted to reflect subsequent stock splits) of common stock of VentureHighway, representing 19.9% of the then-outstanding shares of common stock (the other 80.1% of which immediately after the transaction were held by Kirlin). The purchase price was paid in the form of a credit for VentureHighway to use to purchase advertising in the Company's magazines and web sites during the 30 months ending December 31, 2001. The investment and the deferred advertising revenues were recorded at the fair market value at the date of the transaction of approximately $2.6 million. In December 1999, VentureHighway raised $7.65 million cash, selling 4,284,000 shares at a price of approximately $1.79 per share (adjusted to reflect a subsequent stock split). VentureHighway owns and operated VentureHighway.com, a branded web site designed to serve as an interactive portal for the matching of companies seeking funding with qualified investors seeking to fund such companies, and the facilitation of private placements and public offerings of securities of companies. In April 2000, VentureHighway acquired Princeton Securities, Inc., a retail-oriented broker-dealer based in Princeton, New Jersey. In December 2000, VentureHighway suspended the operations of its web site while it is exploring strategic alternatives. During the fourth quarter 2000, the Company became aware of an other than temporary decline in the value of its Venture Highway investment and adjusted the carrying value to estimated fair market value. Accordingly, the Company has taken a charge to operating earnings of approximately $2.6 million. 3. SALE OF ASSETS In August 2000, the Company agreed to sell two Internet domain names for cash consideration of $1.0 million. In connection with the sale, the Company also issued a warrant to purchase 250,000 shares of the Company's Common Stock at an exercise price of $2.00 per share and relinquished the right to have its Common Stock trade under the ticker symbol "INDI" on the Nasdaq National Market (the Company began trading under the ticker symbol "IIGP" in October 2000). The fair market value of the issued warrant was approximately $257,000 (see Note 10). In September 2000, the Company sold certain assets related to the business of InsiderTrader.com for cash consideration of approximately $500,000 and the assumption of certain liabilities. In September 2000, the Company sold certain assets related to Ticker magazine for cash consideration of approximately $6.0 million, less an adjustment for certain current assets and liabilities and the assumption of certain liabilities. Realized gain on the sale of assets for the year ended December 31, 2000, represented by these three separate transactions was approximately $6.7 million. 4. DISCONTINUED OPERATIONS On April 30, 1998, the Company's Board of Directors decided to discontinue the Company's investment management services business. As a result, the operating results relating to investment management services have been segregated from continuing operations and reported as a separate line item on the consolidated statements of operations. The investment management services business was principally conducted by a wholly-owned subsidiary of the Company, WisdomTree Capital Management, Inc. ("WTCM"). WTCM serves as general partner of (and is an investor in) a domestic private investment fund. The Company is also a limited partner in the fund. As a result of the Board's decision to discontinue the investment management services business, WTCM is continuing to dissolve the domestic investment fund, liquidating its investments and distributing the net assets to all investors as promptly as possible. The Company, through WTCM and another wholly-owned subsidiary, also provided 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. Substantially all of the fund assets were distributed in cash to its investors by December 31, 1998. The Company has no investment in the offshore fund. Revenues and investment gains and losses associated with the investment management services in 1998 through April 30, 1998 were approximately ($140,000). The result for such operations in 1998 through April 30, 1998 was a net loss of approximately $190,000. On April 30, 1998, the Company recorded a provision of approximately $446,000 to accrue for its share of net operating losses of the domestic investment fund and related costs that are expected to occur until the fund liquidates its investments. From May 1, 1998 to December 31, 1998, additional net operating losses and related costs totaled approximately $145,000. Additional losses were incurred as a result of changes in the market value of the fund's investments. The Company believes that any remaining net operating losses and related costs associated with these discontinued operations have been adequately provided for by provisions established in 1998. At December 31, 2000, the domestic investment fund had net assets of approximately $534,000. The Company's net investment in discontinued operations of $49,302 at December 31, 2000 and 1999, represents its share of the net assets of the domestic investment fund, less any costs associated with discontinuing the investment management services. 5. PROPERTY AND EQUIPMENT December 31, 2000 1999 ---- ---- Equipment $1,769,307 $1,432,511 Furniture and fixtures 621,195 612,857 Leasehold improvements 917,050 897,999 ----------- ----------- 3,307,552 2,943,367 Less: accumulated depreciation and amortization (1,828,447) (1,289,708) ----------- ----------- $1,479,105 $1,653,659 =========== =========== 6. ACCRUED EXPENSES December 31, 2000 1999 ---- ---- Accrued commissions and employee compensation $175,697 $340,129 Deferred rent credits 28,288 46,923 Accrued newsstand promotion expenses 97,481 147,842 Accrued professional fees 111,001 127,271 Other 50,333 54,505 ----------- ----------- $462,800 $716,670 =========== =========== 7. COMMITMENTS AND CONTINGENCIES Litigation -The Company from time to time is involved in ordinary and routine litigation incidental to its business; the Company currently believes that there is no such pending legal proceeding that would have a material adverse effect on the consolidated financial statements of the Company. Profit Sharing Plan - The Company has a profit sharing plan (the "Plan"), subject to Section 401(k) of the Internal Revenue Code. All employees who complete at least two months of service and have attained the age of 21 are eligible to participate. The Company can make discretionary contributions to the Plan, but none were made in 2000, 1999, and 1998. Employment Agreements - The Company has an employment agreement with an officer that contains a provision regarding a potential severance payment in an amount that would not currently be material to the Company. Lease Agreements - The Company leases office space in New York City under an operating lease that expires on March 31, 2004. The Company also subleases its former office space in New York City under an operating lease that expires March 1, 2005. Additionally, the Company leases office space in San Francisco and Chicago for use by advertising sale representatives located therein. Rent expense for the years ended December 31, 2000, 1999 and 1998 was approximately $1.2 million $1.0 million and $0.6 million. The New York City leases and sublease provide for escalation of lease payments as well as real estate tax increases. Future minimum lease payments and related sublease rentals receivable with respect to non-cancelable operating leases are as follows: Future Minimum Rents Receivable Year Rental Payments Under Sublease ---- ------------------------------------ 2001 $1,201,000 $190,000 2002 1,203,000 195,000 2003 1,209,000 200,000 2004 465,000 205,000 2005 36,000 22,000 Thereafter 0 0 ---------- -------- Total $4,115,000 $812,000 ========== ======== The Company has an outstanding letter of credit totaling $332,500 related to the security deposit for the Company's New York City corporate office space. In March 2001, the Company was in discussions concerning an agreement to sublet approximately 17,000 square feet of its New York City corporate office space, for the period May 1, 2001 through March 31, 2004, at a rental amount in excess of its current cost. There can be no assurance, however, that a definitive sublease agreement upon such terms will be executed or that the Company otherwise will be able to sublet a portion of its New York City corporate office space. 8. INCOME TAXES The Company has available net operating loss carryforwards ("NOL") totaling approximately $23.2 million. Based upon a change of ownership, which transpired in December 1991, the utilization of approximately $2.1 million of pre-change NOL are limited in accordance with Section 382 of the Internal Revenue Code, which affects the amount and timing of when the NOL can be offset against taxable income. The Company also has an unrealized tax loss of approximately $2.6 million related to the impairment of its investment in VentureHighway.com (see Note 2). The tax effects of temporary differences from discontinuing and continuing operations that give rise to significant portions of the deferred tax assets and liabilities at December 31, 2000, 1999 and 1998, respectively, are presented below: 2000 1999 1998 ---- ---- ---- Deferred tax assets: Net operating loss carryforwards $10,426,000 $10,360,000 $8,078,000 Unrealized tax loss 1,187,000 - - Tax in excess of book basis of investment in fund 71,000 77,000 996,000 Other 498,000 260,000 296,000 ----------- ----------- ---------- Total 12,182,000 10,697,000 9,370,000 Deferred tax liabilities: - - - ----------- ----------- ---------- 12,182,000 10,697,000 9,370,000 Less: valuation allowance 12,182,000 10,697,000 9,370,000 ----------- ------------ ---------- Net deferred tax asset $ - $ - $ - ============ ============ ========== The provision for income taxes from continuing operations for the years ended December 31, 2000, 1999 and 1998, respectively, is different than the amount computed using the applicable statutory Federal income tax rate with the difference summarized below:
2000 1999 1998 ---- ---- ---- Hypothetical income tax benefit at the US Federal statutory rate $(1,192,000) $(1,467,400) $2,733,700) State and local income taxes benefit, less US Federal income tax benefit (341,000) (434,800) (809,900) Permanent differences 48,000 - - Unrealized tax loss 1,187,000 - - Net operating loss benefit not recognized 298,000 1,902,200 3,543,600 ------------ ----------- ----------- $ - $ - $ - ============= ============ ===========
9. STOCK OPTIONS The Company has five stock option plans: the 1991 Stock Option Plan, the 1993 Stock Option Plan, the 1996 Performance Equity Plan, the 1996 Management Incentive Plan and the 2000 Performance Equity Plan (collectively, the "Plans"). Under the Plans, the Company can issue a maximum of 3,200,000 shares of Common Stock pursuant to stock options and other stock-based awards. Options issued pursuant to the Plans may be exercisable for a period of up to 10 years from the date of the grant. Options granted pursuant to the 1991 Stock Option Plan must be at an exercise price which is not less than the fair market value at the date of grant; options granted pursuant to the other Plans may have, but to date have not had, exercise prices less than the fair market value at the date of grant. The 2000 Performance Equity Plan, which provides for the issuance of up to 1,000,000 shares of Common Stock pursuant to stock options and other stock-based awards, was adopted by the Company's board of directors in February 2000 subject to stockholder approval and was approved by the Company's stockholders in June 2000. In addition to the Plans, the Company has options outstanding that were granted outside of the Plans. These options were granted at fair market value at the date of grant and expire at various dates through December 14, 2009. On November 19, 1998, the Company's Board of Directors approved an option exchange program which allowed employees to exchange their existing options (vested and unvested) with a per share exercise price greater than $1.25, on a one-for-one basis for new options with a per share exercise price of $1.25, which was above the fair market value of the Company's Common Stock on November 19, 1998, or, alternatively, in the Company's discretion, to amend the employee's existing options to reduce the exercise price to $1.25 per share. The existing options of employees who chose to participate in the program were cancelled or amended. The new options have the same vesting periods as the exchanged options, except that, other than in limited circumstances, the new options were not exercisable prior to May 19, 1999. A total of 1,479,801 options with a weighted average exercise price of $5.34 were exchanged for new options or amended as a result of this program. In accordance with generally accepted accounting principles, the Company did not record compensation expense as a result of the exchange. On December 23, 1998, the Company's Board of Directors approved an option exchange program which allowed non-employee directors to exchange their existing options (vested and unvested) with a per share exercise price greater than $2.00, on a one-for-one basis for new options with a per share exercise price of $2.00, which was equal to the fair market value of the Company's Common Stock on December 23, 1998. The existing options so exchanged were cancelled. The new options have the same vesting periods as the exchanged options, except that the new options were not exercisable prior to June 23, 1999. A total of 140,000 options with a weighted average exercise price of $5.98 were exchanged for new options as a result of this program. Activity in the Plans noted above is summarized in the following table.
2000 1999 1998 ---- ---- ---- Weighted Weighted Weighted Average Average Average Exercise Exercise Exercise Options Price Options Price Options Price -------------------------------------------------------------------------- Options outstanding, January 1 1,359,601 $2.57 1,663,585 $2.44 1,473,051 $6.29 Granted 905,909 $2.93 305,405 $3.79 1,646,301 $2.06 Exercised (112,618) $0.99 (489,856) $3.00 (33,438) $4.72 Canceled (861,849) $2.67 (119,533) $2.07 (1,422,329) $5.93 ---------- -------- ----------- -------- ----------- -------- Balance, December 31 1,291,043 $2.90 1,359,601 $2.57 1,663,585 $2.44 ========== ======== =========== ======== =========== ========
Options exercisable under the Plans at December 31, 2000, 1999 and 1998, respectively, were 568,527, 578,637, and 396,285, respectively, at weighted average exercise prices of $3.32, $2.83, and $4.99, respectively. At December 31, 2000, 1999 and 1998, respectively, options available for grant under the Plans were 1,138,502, 182,562, and 368,434, respectively, while total shares of Common Stock reserved for future issuances under the Plans were 2,429,545, 1,542,163, and 2,032,019, respectively. Options granted outside of the Plans are as follows:
2000 1999 1998 -------------------------------------------------------------------------- Options outstanding, January 1 2,495,900 $2.63 1,961,913 $2.59 1,560,496 $5.27 Granted - - 803,750 $3.17 1,422,500 $1.46 Exercised - - (225,763) $4.15 (51,500) $4.74 Canceled (837,750) $2.42 (44,000) $2.89 (969,583) $5.12 ---------- -------- ----------- -------- ----------- -------- Balance, December 31 1,658,150 $2.73 2,495,900 $2.63 1,961,913 $2.59 ========== ======== =========== ======== =========== ========
Options granted outside the Plans that were exercisable at December 31, 2000, 1999 and 1998, respectively, were 1,465,566, 1,291,775, and 639,413, respectively, at weighted average exercise prices of $2.72, $2.71, and $4.94, respectively. The following table summarizes information about total stock options outstanding at December 31, 2000:
Options Outstanding Options Exercisable ------------------------------------------------------------------------- ------------------------------------ Number Weighted-Average Number Range of Exercise Outstanding at Remaining Weighted-Average Exercisable at Weighted-Average Prices 12/31/2000 Contractual Life Exercise Price 12/31/2000 Exercise Price ------ ---------- ---------------- -------------- ---------- -------------- $0.4375- $1.250 1,211,600 5.69 $1.12 903,350 $1.24 $1.375 - $3.375 762,500 5.91 $2.45 494,750 $2.25 $3.4375- $8.125 975,093 4.71 $5.19 635,993 $5.71 ---------- --------- 2,949,193 5.42 $2.81 2,034,093 $2.88 ========== ==========
Pro forma information regarding net income and earnings per share is required by SFAS No. 123, and has been determined as if the Company had accounted for its employee stock options granted under the fair value method of SFAS No. 123. The fair value for these options was estimated at the date of grant using the Black-Scholes option pricing model with the following weighted-average assumptions for 2000, 1999, and 1998, respectively: risk-free interest rates of 6.5%, 5.8%, and 4.7%, respectively; volatility factors of the expected market price of the Company's Common Stock of 87%, 132%, and 99%, respectively; weighted-average fair value of options granted of $2.41, $2.97, and $1.10, respectively; and a weighted-average expected life of the options of 5 years. For purposes of pro forma disclosures, the estimated fair value of the options is amortized to expense over the options' vesting period. The Company's pro forma information follows:
2000 1999 1998 ---- ---- ---- Net loss from continuing operations: As reported ($3,405,789) ($4,192,703) ($7,810,500) Pro forma ($3,870,259) ($5,675,620) ($8,937,005) Loss from continuing operations per weighted average common share: As reported ($0.34) ($0.47) ($0.99) Pro forma ($0.39) ($0.63) ($1.13)
The impact of the estimated fair value of the options has no effect on the reported loss or income from discontinued operations. The effects of applying SFAS No. 123 in this pro forma disclosure are not indicative of future amounts because additional stock option awards in future years are anticipated. On July 19, 2000, the Stock Option Committee, pursuant to the Company's 2000 Performance Equity Plan, awarded 150,000 shares of authorized but unissued Common Stock in the aggregate to certain employees subject to the terms of a restricted stock agreement. 25,500 of such shares have been issued and earned by various employees and earnings for the year ended December 31, 2000 have been charged approximately $42,000 with respect to these shares. An additional 87,500 of such shares have been granted and issued to employees at a compensation value of approximately $148,000, which amount is being amortized ratably over the employment period required to earn such shares. The remaining 37,000 of such shares were forfeited and are available for reissuance. 10. STOCKHOLDERS' EQUITY Repurchase of Common Stock - The Company on December 15, 2000 acquired 1,781,133 shares of its Common Stock from Wise Partners, L.P. ("Wise") and retired the shares. As a result, the Company's outstanding shares of common stock have been reduced approximately 13%, to approximately 9.0 million shares at December 31, 2000 from approximately 10.4 million shares at December 31, 1999. The Company acquired the shares for a purchase price of $0.09 per share, which was significantly below the closing price of the Common Stock on December 15, 2000 of $0.40625 per share. Wise informed the Company that although Wise believed the sales price to be far below the appropriate value for the stake, it was selling the position in order to incur a tax loss during the year to offset taxable gains recorded by the partnership and its partners. Jonathan Steinberg, the Company's Chief Executive Officer, is the general partner of Wise and his father is the limited partner. Issuance of Preferred Stock - On December 2, 1998, the Company issued a total of 10,000 shares of Series A Preferred Stock ("Series A Preferred Stock") to two parties unrelated to the Company pursuant to Stock Purchase Agreements, for an aggregate purchase price of $2.0 million. The Series A Preferred Stock has a par value of $.01 per share and a stated value of $200 per share. The Series A Preferred Stock is convertible into the Company's Common Stock at a conversion price of $2.12 per share, subject to adjustment for stock splits, recapitalizations, and the like. Any unconverted shares will be subject to mandatory conversion into the Company's Common Stock on December 31, 2003. The Series A Preferred Stock will be entitled to receive a cumulative ten percent (10%) per annum cash dividend, payable annually on December 31 of each year, commencing December 31, 1999, or, if earlier, upon conversion of the shares of Series A Preferred Stock. The Series A Preferred Stock shall have a liquidation preference of $200 per share plus any accrued and unpaid dividends. Shares of Common Stock into which the Series A Preferred Stock may be converted were registered for resale in October 1999. On September 21, 2000, 2,120 shares Series A Preferred Stock were converted at the conversion price of $2.12 per share into 200,000 shares of Common Stock. At December 31, 2000, 7,880 shares of Series A Preferred Stock remained outstanding. Issuances of Common Stock - On September 29, 1999, the Company entered into a Stock Purchase Agreement with Telescan, providing for the sale of 779,130 shares of Common Stock for an aggregate purchase price of $3.0 million, which was based upon one hundred and twenty-five percent (125%) of the average of the closing prices of the Common Stock, as reported by Nasdaq, for the seven business days prior to the date of the closing. Additionally, the Company and Telescan entered into an agreement pursuant to which the Company obtained a three-year license to use several of Telescan's propriety technology and investment tools on the Company's web sites. The Company paid the $1,134,500 license fee by issuing 368,301 shares of Common Stock to Telescan, which was based upon the average of the closing prices of the Company's Common Stock, as reported by Nasdaq, for the seven business days prior to the date of the closing. On June 26, 1998, the Company entered into a Stock Purchase Agreement with Wise providing for the sale of 1,259,842 shares of Common Stock for an aggregate purchase price of $5.0 million, which was based on the closing "ask" price of the Common Stock on June 25, 1998. The Company repurchased these shares as part of the total 1,781,133 shares repurchased on December 15, 2000 described above. Each of the above sales of Common Stock of the Company was sold pursuant to an exemption from registration under the Securities Act of 1933 (the "Securities Act"). In 1999, the Company issued a total of 39,372 shares of Common Stock to consultants pursuant to the Plans and recorded expenses totaling $109,251 in connection therewith. No such awards were made in 2000 or 1998. Warrants - In 1998, in connection with consulting and recruiting services provided, the Company issued warrants to purchase up to 362,500 shares of Common Stock at exercise prices ranging from $1.1875 to $2.15625. The warrants were valued at $337,113 using the Black-Scholes options pricing model. Of the warrants issued in 1998, 300,000 may be exercised at any time until December 15, 2003 and 62,500 were cancelled during 2000. In 1999, in connection with consulting and recruiting services provided, the Company issued warrants to purchase up to 138,750 shares of Common Stock at exercise prices ranging from $2.6255 to $3.40625. The warrants were valued at $288,211 using the Black-Scholes options pricing model. During 2000, 43,750 of the warrants issued in 1999 expired unexercised and 50,000 of the warrants issued in 1999 were cancelled. The remaining warrants issued in 1999 may be exercised at any time until November 28, 2004 with respect to 15,000 shares, and at any time until September 12, 2009 with respect to vested shares under a 30,000-share warrant, 10,000 of which shares vested on September 13, 2000 and 10,000 of which shares vest on each of September 13, 2001 and September 13, 2002 provided that the holder is continuing to render service to the Company on the respective vesting date and other terms and conditions. In 2000, in connection with the sale by the Company of two Internet domains for cash consideration of $1.0 million, the Company issued a warrant to purchase 250,000 shares of the Company's Common Stock at an exercise price of $2.00 per share (see Note 3). This warrant may be exercised at any time until August 10, 2003. 11. ACCOUNTS RECEIVABLE FINANCING In August 2000, the Company entered into a securitization facility with an unrelated financial services company. Under the terms of the facility, the Company may transfer an undivided ownership interest in certain trade accounts receivable to the financial services company. The Company receives cash from the third party based on a formula of a percentage of the face value of the eligible transferred receivables, less certain fees. The maximum amount of transferred receivables that may be outstanding under this facility is $2.0 million. The Company pays a variable interest rate (prime plus 1.5%) during the period from when a receivable is transferred until the time the third party collects and remits the balance of the receivable. During 2000, this interest rate averaged approximately 11%. The Company retains the credit risk for any receivable that is transferred and with respect to which the customer subsequently defaults on payment. The Company had no credit losses under this facility during 2000. The Company recorded interest expense of approximately $0.1 million related to this facility during 2000. The amount of transferred receivables at December 31, 2000 was approximately $0.6 million. The securitization facility ends June 30, 2002, subject to earlier termination in accordance with the contract. 12. LOSS PER COMMON SHARE Basic net loss per common share is computed by dividing the net earnings, after deducting dividends on cumulative convertible preferred stock, by the weighted average number of shares of Common Stock outstanding during the period. Diluted (loss) income per share is computed using the weighted average number of outstanding shares of Common Stock and common equivalent shares during the period. Common equivalent shares consist of the incremental shares of Common Stock issuable upon the exercise of stock options, warrants and other securities convertible into shares of Common Stock. The loss per common share for 2000, 1999, and 1998 is computed based on the weighted average number of shares of Common Stock outstanding during the respective period. The exercise of stock options, warrants and other securities convertible into shares of Common Stock were not assumed in the computation of dilutive loss per common share, as the effect would have been antidilutive. The computation of net loss applicable to common shareholders is as follows:
2000 1999 1998 ---- ---- ---- Net loss from continuing operations ($3,405,789) ($4,192,703) ($7,810,500) Preferred stock dividends (188,709) (216,987) - ------------ ------------ ------------ Net loss from continuing operations applicable to common shareholders (3,594,498) (4,409,690) (7,810,500) Loss from discontinued operations - - (781,370) ------------ ------------ ----------- Net loss applicable to common shareholders ($3,594,498) ($4,409,690) ($8,591,870) ============ ============ ============
13. SEGMENT INFORMATION The Company's business segments are focused on providing research and analysis of investment information to individuals and investment professionals through two operating segments: Print Publications and Online Services. The Company's Print Publications segment publishes and markets Individual Investor, a personal finance and investment magazine and Individual Investor's Special Situations Report, a financial investment newsletter. Between approximately October 1996 and September 2000, the Company's Print Publications segment also included Ticker, a magazine for investment professionals. The Company's Online Services segment includes individualinvestor.com (www.individualinvestor.com). Between approximately November 1998 and September 2000, the Company's Online Services segment also included InsiderTrader.com (www.InsiderTrader.com). In September 2000, the Company sold InsiderTrader.com and Ticker magazine to two different parties in two unrelated transactions (see Note 3). Substantially all of the Company's operations are within the United States. The table below presents summarized operating data for the Company's two business segments, consistent with the way such data is utilized by Company management in evaluating operating results. Any inter-segment revenues included in segment data are not material. The accounting policies utilized in the table below are the same as those described in Note 1 of the Notes to Consolidated Financial Statements. Operating contribution represents the difference between operating revenues less operating expenses (before general and administrative ("G&A") expense, corporate advertising, and depreciation and amortization). Identifiable assets by segment are those assets used in the Company's operations in each business segment. Corporate assets are considered to be cash and cash equivalents, investment in discontinued operations, investments and certain other non-operating assets.
2000 1999 1998 ---- ---- ---- Revenues: Online Services $ 3,188,022 $ 2,308,186 $ 1,136,032 Print Publications 16,590,782 15,362,615 14,334,074 ------------ ------------- ------------- $19,778,804 $ 17,670,801 $15,470,106 ============ ============= ============= Operating contribution (before G&A, corporate advertising and depreciation and amortization): Online Services ($1,678,479) ($1,714,259) ($2,056,633) Print Publications 90,541 (246,864) (692,731) ------------ ------------- ------------- (1,587,937) (1,961,123) (2,749,364) Gain from sale of assets 6,702,219 - - Impairment of investment (2,638,356) - - G&A, corporate advertising and depreciation and amortization expense (6,052,323) (6,541,230) (5,285,349) Investment and other income 170,608 4,309,650 224,213 ------------ ------------- ------------- Net loss from continuing operations ($3,405,789) ($4,192,703) ($7,810,500) ============ ============= ============= Identifiable assets (a): Online Services $ 1,219,312 $ 1,949,481 $ 401,887 Print Publications 2,980,509 4,237,452 3,189,296 Corporate assets 8,506,439 10,071,034 6,953,745 ------------ ------------- ------------- $12,706,260 $16,257,967 $10,544,928 ============ ============= =============
(a) Total expenditures for long-lived assets for the years ended December 31, 2000, 1999 and 1998, respectively, were as follows: Online Services, $64,870, $434,805 and $51,092, respectively; Print Publications, $259,479, $823,023 and $235,809, respectively; and Corporate, $69,503, $310,575 and $401,522, respectively. 14. SUPPLEMENTARY INFORMATION - SELECTED QUARTERLY DATA (Unaudited)
2000 Quarters 1st 2nd 3rd 4th --- --- --- --- Revenues $6,212,650 $5,232,291 $5,223,413 $3,110,450 Operating expenses 7,877,532 7,160,754 6,994,034 5,386,744 Gain on sale of assets - - 6,702,219 - Impairment of investment - - - (2,638,356) ------------ ------------ ----------- ------------ Operating (loss) income (1,664,882) (1,928,463) 4,931,598 (4,914,650) Investment and other income 68,299 58,518 24,640 19,151 ------------ ------------ ----------- ------------ Net (loss) income ($1,596,583) ($1,869,945) $4,956,238 ($4,895,499) ------------ ------------ ----------- ------------ Basic(loss)income per common share: ($0.16) ($0.19) $0.47 ($0.47) ------------ ------------ ----------- ------------ Average number of common shares used in computing basic (loss) income per common share 10,363,991 10,392,173 10,413,519 10,485,781 Dilutive (loss) income per common share ($0.16) ($0.19) $0.44 ($0.47) ------------ ------------ ----------- ------------ Average number of common shares used in computing dilutive (loss) income per common share 10,363,991 10,392,173 11,182,167 10,485,781 1999 Quarters 1st 2nd 3rd 4th --- --- --- --- Revenues $4,038,776 $ 3,740,343 $ 4,495,331 $ 5,396,351 Operating expenses 5,913,475 6,056,896 6,670,502 7,532,281 ------------ ------------- ------------- ------------ Operating loss (1,874,699) (2,316,553) (2,175,171) (2,135,930) Investment and other income 556,567 39,827 798,352 2,914,904 ------------ ------------- ------------- ------------ Net (loss) income ($1,318,132) ($2,276,726) ($1,376,819) $778,974 ------------ ------------- ------------- ------------ Basic (loss) income per common share: ($0.15) ($0.25) ($0.15) $0.05 ------------ ------------- ------------- ------------ Average number of common shares used in computing basic (loss) income per common share 8,786,599 9,016,759 9,188,724 10,339,200 Dilutive (loss) income per common share ($0.15) ($0.25) ($0.15) $0.05 ------------ ------------- ------------- ------------ Average number of common shares used in computing dilutive (loss) income per common share 8,786,599 9,016,759 9,188,724 11,282,596
SIGNATURES In accordance with Section 13 or 15(d) of the Exchange Act of 1934, the Registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. INDIVIDUAL INVESTOR GROUP, INC. Date: April 4, 2001 By: /s/ Jonathan L. Steinberg Jonathan L. Steinberg Chief Executive Officer EXHIBIT 23.1 INDEPENDENT AUDITORS' CONSENT To the Board of Directors and Stockholders of Individual Investor Group, Inc. We consent to the incorporation by reference in Registration Statements Nos. 33-74846 and 333-89933 on Form S-3 and Registration Statements Nos. 33-72266, 33-85910, 333-17697 and 333-89939 on Form S-8 of Individual Investor Group, Inc. and subsidiaries of our report dated March 27, 2001, appearing in this Annual Report on Form 10-K/A of Individual Investor Group, Inc. and subsidiaries for the year ended December 31, 2000. DELOITTE & TOUCHE LLP New York, New York April 4, 2001 -----END PRIVACY-ENHANCED MESSAGE-----