Quotemedia Inc 10-Q for FY2021 Q3
Quotemedia Inc (QMCI)
About this 10-Q
Quotemedia Inc filed this 10-Q on November 10, 2021, covering the quarter ended September 30, 2021 (FY2021 Q3).
Headline figures
Quarter ended September 30, 2021, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $3.82M
- up 21.6% from $3.14M a year earlier
- Net income
- $154.93K
- compared with a net loss of $75.31K a year earlier
- Diluted EPS
- $0.00
- compared with $0.00 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Mark one)
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |
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| For the quarterly period ended |
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |
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| For the transition period _________ to _________ |
Commission File Number:
(Exact name of registrant as specified in its charter) |
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(State or Other Jurisdiction of Incorporation or Organization) |
| (IRS Employer Identification Number) |
(Address of Principal Executive Offices)
(
(Registrant’s Telephone Number, Including Area Code)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 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.
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer | ☐ |
| Accelerated filer | ☐ |
☐ | (Do not check if a smaller reporting company) | Smaller reporting company | ||
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| Emerging growth company | ☐ |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards pursuant to Section 13(a) of the Exchange Act. ☐
The Registrant has
QUOTEMEDIA, INC.
FORM 10-Q for the Quarter Ended September 30, 2021
INDEX
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| Condensed Consolidated Balance Sheets at September 30, 2021 and December 31, 2020 |
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Management’s Discussion and Analysis of Financial Condition and Results of Operations |
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| Table of Contents |
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
QUOTEMEDIA, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
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| September 30, 2021 |
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| December 31, 2020 |
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ASSETS |
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Current assets: |
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Cash and cash equivalents |
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Accounts receivable, net |
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Prepaid expenses |
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Other current assets |
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Total current assets |
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Deposits |
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Property and equipment, net |
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Goodwill |
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Intangible assets |
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Operating lease right-of-use assets |
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Total assets |
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LIABILITIES, REDEEMABLE CONVERTIBLE PREFERRED STOCK, AND STOCKHOLDERS’ DEFICIT |
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Current liabilities: |
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Accounts payable and accrued liabilities |
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Deferred revenue |
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Current portion of operating lease liabilities |
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Current portion of finance lease liabilities |
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Total current liabilities |
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Paycheck Protection Program loan (Note 8) |
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Long-term portion of operating lease liabilities |
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Long-term portion of finance lease liabilities |
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Mezzanine equity: |
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Series A Redeemable Convertible Preferred stock, $ |
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Stockholders’ deficit: |
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Common stock, $ outstanding: |
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Additional paid-in capital |
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Accumulated deficit |
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Total stockholders’ deficit |
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Total liabilities and stockholders’ deficit |
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| 3 |
| Table of Contents |
QUOTEMEDIA, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
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| Three-months ended September 30, |
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| Nine-months ended September 30, |
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REVENUE |
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COST OF REVENUE |
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GROSS PROFIT |
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OPERATING EXPENSES |
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Sales and marketing |
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General and administrative |
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Software development |
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OPERATING INCOME (LOSS) |
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OTHER INCOME (EXPENSES) |
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Foreign exchange gain |
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Interest expense |
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Other income (Note 8) |
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NET INCOME (LOSS) BEFORE INCOME TAXES |
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Income tax expense |
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NET INCOME (LOSS) |
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EARNINGS (LOSS) PER SHARE |
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Basic earnings (loss) per share |
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Diluted earnings (loss) per share |
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WEIGHTED AVERAGE SHARES OUTSTANDING |
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Basic |
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Diluted |
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| 4 |
| Table of Contents |
QUOTEMEDIA, INC.
CONDENSED STATEMENTS OF CHANGES IN SERIES A REDEEMABLE CONVERTIBLE
PREFERRED STOCK AND STOCKHOLDERS’ DEFICIT
(UNAUDITED)
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| Series A Redeemable Convertible Preferred Stock |
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| Common Stock |
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| Additional |
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| Total Stockholders’ |
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Three-months ended September 30, 2021: |
| Number of Shares |
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| Amount |
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| Number of Shares |
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| Amount |
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| Paid-in Capital |
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| Accumulated Deficit |
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Balance, June 30, 2021 |
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Stock-based compensation |
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Net income |
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Balance, September 30, 2021 |
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| Series A Redeemable Convertible Preferred Stock |
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| Common Stock |
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| Additional |
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| Total Stockholders’ |
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Nine-months ended September 30, 2021: |
| Number of Shares |
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| Amount |
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| Number of Shares |
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| Amount |
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| Paid-in Capital |
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| Accumulated Deficit |
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| Equity (Deficit) |
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Balance, December 31, 2020 |
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Stock-based compensation |
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Net income |
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Balance, September 30, 2021 |
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| Series A Redeemable Convertible Preferred Stock |
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| Common Stock |
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Additional |
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| Total Stockholders’ |
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Three-months ended September 30, 2020: |
| Number of Shares |
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| Paid-in Capital |
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| Accumulated Deficit |
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| Equity (Deficit) |
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Balance, June 30, 2020 |
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Stock-based compensation |
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Net loss |
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Balance, September 30, 2020 |
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| Series A Redeemable Convertible Preferred Stock |
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| Additional |
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| Total Stockholders’ |
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Nine-months ended September 30, 2020: |
| Number of Shares |
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| Paid-in Capital |
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| Accumulated Deficit |
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Balance, December 31, 2019 |
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Stock-based compensation |
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Net loss |
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Balance, September 30, 2020 |
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| 5 |
| Table of Contents |
QUOTEMEDIA, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
|
| Nine-months ended September 30, |
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| 2021 |
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| 2020 |
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OPERATING ACTIVITIES: |
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Net income (loss) |
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Adjustments to reconcile net income (loss) to net cash provided by operating activities: |
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Depreciation and amortization |
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Stock-based compensation expense |
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Gain on forgiveness of PPP loan (Note 8) |
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Changes in assets and liabilities: |
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Accounts receivable |
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Prepaid expenses |
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Other current assets |
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Deposits |
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Accounts payable, accrued and other liabilities |
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Deferred revenue |
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Net cash provided by operating activities |
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INVESTING ACTIVITIES: |
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Purchase of fixed assets |
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Purchase of intangible assets |
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Capitalized application software |
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Net cash used in investing activities |
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FINANCING ACTIVITIES: |
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Paycheck Protection Program loan |
|
| - |
|
|
|
| |
Repayment of finance lease obligations |
|
| ( | ) |
|
| ( | ) |
Net cash provided by (used) in financing activities |
|
| ( | ) |
|
|
| |
|
|
|
|
|
|
|
|
|
Net decrease in cash |
|
| ( | ) |
|
| ( | ) |
|
|
|
|
|
|
|
|
|
Cash and equivalents, beginning of period |
|
|
|
|
|
| ||
|
|
|
|
|
|
|
|
|
Cash and equivalents, end of period |
| $ |
|
| $ |
| ||
| 6 |
| Table of Contents |
QUOTEMEDIA, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
1. BASIS OF PRESENTATION
The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with the generally accepted accounting principles for interim financial statements and instructions for Form 10-Q. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments, consisting only of normal recurring adjustments considered necessary for a fair presentation, have been included. Operating results for any quarter are not necessarily indicative of the results for any other quarter or for a full year. In connection with the preparation of the condensed consolidated financial statements the Company evaluated subsequent events after the balance sheet date of September 30, 2021 through the filing of this report.
As of September 30, 2021, the Company has a working capital deficit of $
The Company has a plan in place for the next 12 months to ensure ongoing expenditures are balanced with the expected growth rate and believes cash on hand and cash generated will be sufficient to fund operations for the next 12 months. However, to implement our business plan may require additional financing. Additional financings may come from future equity or debt offerings that could result in dilution to our stockholders. No assurance can be given that additional financing will be available or that, if it is available, it will be on terms acceptable to us.
These financial statements should be read in conjunction with our financial statements and the notes thereto for the fiscal year ended December 31, 2020 contained in our Form 10-K filed with the Securities and Exchange Commission dated March 26, 2021.
Risks and Uncertainties
We are continuing to closely monitor the impact of the COVID-19 pandemic on all aspects of our business, including how it will impact team members, customers, suppliers, and global markets. While our licensed-based revenue is generally more recurring in nature, the uncertainty caused by the COVID-19 pandemic has led some clients to delay purchasing decisions, product and service implementations or cancel or reduce spending with us.
2. SIGNIFICANT ACCOUNTING POLICIES
a) Nature of operations
We are a software developer and distributor of financial market data and related services to a global marketplace. We specialize in the collection, aggregation, and delivery of both delayed and real-time financial data content via the Internet. We develop and license software components that deliver dynamic content to banks, brokerage firms, financial institutions, mutual fund companies, online information and financial portals, media outlets, public companies, and corporate intranets.
b) Basis of consolidation
The consolidated financial statements include the operations of QuoteMedia, Ltd., a wholly owned subsidiary of QuoteMedia, Inc. All intercompany transactions and balances have been eliminated.
c) Foreign currency translation and transactions
The U.S. dollar is the functional currency of all our company's operations. Foreign currency asset and liability amounts are remeasured into U.S. dollars at end-of-period exchange rates, except for equipment and intangible assets, which are remeasured at historical rates. Foreign currency income and expenses are remeasured at average exchange rates in effect during the period, except for expenses related to balance sheet amounts remeasured at historical exchange rates. Exchange gains and losses arising from remeasurement of foreign currency-denominated monetary assets and liabilities are included in earnings in the period in which they occur.
d) Allowances for doubtful accounts
We maintain an allowance for doubtful accounts for estimated losses resulting from the inability of the Company’s customers to make required payments. The Company determines the allowance by reviewing the age of the receivables and assessing the anticipated ability of customers to pay. No collateral is required for any of the receivables and the Company does not usually apply financing charges to outstanding accounts receivable balances. If the financial condition of our customers were to deteriorate, adversely affecting their ability to make payments, additional allowances would be required. The allowance for doubtful accounts was $
| 7 |
| Table of Contents |
QUOTEMEDIA, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
e) Accounting Pronouncements
Recently Adopted
In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes, which is intended to simplify various aspects related to accounting for income taxes. The standard removes certain exceptions to the general principles in Topic 740 and also clarifies and amends existing guidance to improve consistent application. The new standard will be effective for interim and annual periods beginning after December 15, 2020, with early adoption permitted. We adopted this Topic 740 on January 1, 2021. The adoption of the new tax standard did not have a material effect on our consolidated financial statements.
Not Yet Adopted
In June 2016, the FASB issued ASU 2016-13, Financial Instruments-Credit Losses (Topic 326), which changes the impairment model for most financial assets, including accounts receivable, and replaces the existing incurred loss impairment model with an expected loss methodology, which will result in more timely recognition of credit losses. The guidance is effective for the Company for interim and annual periods beginning after December 15, 2022. Early adoption is permitted. The Company is currently assessing the timing and impact of adopting ASU 2016-13 on the Company’s consolidated financial statements.
Other accounting standards that have been issued by the FASB or other standards-setting bodies that do not require adoption until a future date are not expected to have a material impact on the Company’s consolidated financial statements upon adoption.
3. REVENUE
Disaggregated Revenue
The Company provides market data, financial web content solutions and cloud-based applications. Our revenue by type of service consists of the following:
|
| Three-months ended September 30, |
|
| Nine-months ended September 30, |
| ||||||||||
|
| 2021 |
|
| 2020 |
|
| 2021 |
|
| 2020 |
| ||||
Portfolio Management Systems |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Corporate Quotestream |
| $ |
|
| $ |
|
| $ |
|
| $ |
| ||||
Individual Quotestream |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Interactive Content & Data Application |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Total revenue |
| $ |
|
| $ |
|
| $ |
|
| $ |
| ||||
Deferred Revenue
Changes in deferred revenue for the period were as follows:
Balance at December 31, 2020 |
| $ |
| |
Revenue recognized in the current period from the amounts in the beginning balance |
|
| ( | ) |
New deferrals, net of amounts recognized in the current period |
|
|
| |
Effects of foreign currency translation |
|
| ( | ) |
Balance at September 30, 2021 |
| $ |
|
Practical Expedients
As permitted under ASU 2014-09 (and related ASUs), unsatisfied performance obligations are not disclosed, as the original expected duration of substantially all of our contracts is one year or less.
| 8 |
| Table of Contents |
QUOTEMEDIA, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
4. RELATED PARTIES
The Company entered into a five-year office lease with 410734 B.C. Ltd. effective May 1, 2021 for approximately $
The Company entered into a marketing agreement with Bravenet Web Services, Inc. (“Bravenet”) effective November 28, 2019 for approximately $
5. LEASES
We have operating leases for corporate offices and finance leases for certain equipment. Our leases have remaining lease terms of 1 year to 5 years. We determine if an arrangement is a lease at inception. Operating lease assets and liabilities are included in operating lease right-of-use assets and operating lease liabilities, respectively, on our consolidated balance sheets. Finance lease assets and liabilities are included in property and equipment and finance lease liabilities, respectively, on our consolidated balance sheets.
Operating lease right-of-use assets and operating lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at commencement date. As most of our leases do not provide an implicit rate, we use our incremental borrowing rate based on the information available at commencement date in determining the present value of future payments. We elected the short-term lease exception and therefore only recognize right-of-use assets and lease liabilities for leases with a term greater than one year. When determining lease terms, we factor in options to extend or terminate leases when it is reasonably certain that we will exercise that option. We have lease agreements with lease and non-lease components, which are generally accounted for separately. For certain leases we account for the lease and non-lease components as a single lease component.
Supplemental balance sheet information related to leases was as follows:
|
| September 30, 2021 |
|
| December 31, 2020 |
| ||
|
|
|
|
|
|
| ||
Operating Leases |
|
|
|
|
|
| ||
|
|
|
|
|
|
| ||
Operating lease right-of-use assets |
| $ |
|
| $ |
| ||
|
|
|
|
|
|
|
|
|
Current portion of operating lease liability |
| $ |
|
| $ |
| ||
Long-term portion of operating lease liability |
|
|
|
|
|
| ||
Total operating lease liability |
| $ |
|
| $ |
| ||
|
|
|
|
|
|
|
|
|
Finance Leases |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Computer equipment on financing lease |
| $ |
|
| $ |
| ||
Less: accumulated depreciation |
|
|
|
|
|
| ||
Property and equipment, net |
| $ |
|
| $ |
| ||
|
|
|
|
|
|
|
|
|
Current portion of finance lease liability |
|
|
|
|
|
| ||
Long-term portion of finance lease liability |
|
|
|
|
|
| ||
Total finance lease liability |
| $ |
|
| $ |
| ||
|
| September 30, 2021 |
|
| December 31, 2020 |
| ||
|
|
|
|
| ||||
Weighted Average Remaining Lease Term |
|
|
|
| ||||
Operating leases |
|
|
|
| ||||
Finance leases |
|
|
|
| ||||
Weighted Average Discount Rate |
|
|
|
|
|
| ||
Operating leases |
|
| % |
|
| % | ||
Finance leases |
|
| % |
|
| % | ||
| 9 |
| Table of Contents |
QUOTEMEDIA, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
Maturities of lease liabilities were as follows:
|
| Operating Leases |
|
| Finance Leases |
| ||
|
|
|
|
|
|
| ||
2021 (excluding the nine-months ended September 30, 2021) |
| $ |
|
| $ |
| ||
2022 |
|
|
|
|
|
| ||
2023 |
|
|
|
|
|
| ||
2024 |
|
|
|
|
|
| ||
2025 |
|
|
|
|
|
| ||
Thereafter |
|
|
|
|
|
| ||
Total lease payments |
|
|
|
|
|
| ||
Less imputed interest |
|
| ( | ) |
|
| ( | ) |
Total |
| $ |
|
| $ |
| ||
The components of lease expense for the three and nine-month periods ended September 30, 2021 and 2020 were as follows:
|
| Three-months ended September 30, |
|
| Nine-months ended September 30, |
| ||||||||||
|
| 2021 |
|
| 2020 |
|
| 2021 |
|
| 2020 |
| ||||
Operating lease costs: |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Operating lease costs |
| $ |
|
| $ |
|
| $ |
|
| $ |
| ||||
Short-term lease costs |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Total operating lease costs |
| $ |
|
| $ |
|
| $ |
|
| $ |
| ||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Finance lease costs: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amortization |
| $ |
|
| $ |
|
| $ |
|
| $ |
| ||||
Interest |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Total finance lease costs |
| $ |
|
| $ |
|
| $ |
|
| $ |
| ||||
Supplemental cash flow information for the nine-month period ended September 30, 2021 and 2020 related to leases was as follows:
|
| 2021 |
|
| 2020 |
| ||
Cash paid for amounts included in the measurement of lease liabilities: |
|
|
|
|
|
| ||
Operating cash flows from operating leases |
| $ |
|
| $ |
| ||
Operating cash flows from finance leases |
|
|
|
|
|
| ||
Right-of-use assets obtained in exchange for lease obligations: |
|
|
|
|
|
|
|
|
Operating leases |
|
|
|
|
|
| ||
6. REDEEMABLE CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ DEFICIT
a) Redeemable Convertible Preferred Stock
We are authorized to issue up to
A total of
At September 30, 2021,
Redemption Rights
Holders of Series A Redeemable Convertible Preferred Stock shall have the right to convert their shares into shares of common stock at the rate of
| 10 |
| Table of Contents |
QUOTEMEDIA, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
In addition,
In accordance with ASC 480-10-S99, because a limited number of Series A Redeemable Convertible Preferred Stock may be redeemed at the holder’s option if the above criteria are met, it was classified as mezzanine equity and not permanent equity.
In the event of any liquidation, dissolution, or winding up of the Company, whether voluntary or involuntary, before any distribution or payment is made to any holders of any shares of common stock, the holders of shares of Series A Redeemable Convertible Preferred Stock shall be entitled to be paid first out of the assets of the Corporation available for distribution to holders of the Company’s capital stock whether such assets are capital, surplus, or earnings, an amount equal to $
b) Common stock
No shares of common stock were issued during the three and nine-months ended September 30, 2021 and 2020.
c) Stock Options and Warrants
FASB ASC 718, Stock Compensation, requires all share-based payments to employees, including grants of employee stock options, to be recognized as compensation expense over the service period (generally the vesting period) in the consolidated financial statements based on their fair values. The impact of forfeitures that may occur prior to vesting is also estimated and considered in the amount recognized.
Total stock-based compensation expense, related to all of the Company’s stock-based awards, recognized for the three and nine-month periods ended September 30, 2021 and 2020 was comprised as follows:
|
| Three-months ended September 30, |
|
| Nine-months ended September 30, |
| ||||||||||
|
| 2021 |
|
| 2020 |
|
| 2021 |
|
| 2020 |
| ||||
|
|
|
|
|
|
|
|
|
|
|
|
| ||||
Sales and marketing |
| $ |
|
| $ |
|
| $ |
|
| $ |
| ||||
General and administrative |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Stock-based compensation expense |
| $ |
|
| $ |
|
| $ |
|
| $ |
| ||||
Common Stock Options and Warrants
The following table summarizes our common stock option and warrant activity for the nine-months ended September 30, 2021:
|
| Common Stock Options and Warrants |
|
| Weighted-Average Grant Date Exercise Price |
| ||
|
|
|
|
|
|
| ||
Outstanding at January 1, 2021 |
|
|
|
| $ |
| ||
Forfeited during the period |
|
| ( | ) |
| $ |
| |
Outstanding at September 30, 2021 |
|
|
|
| $ |
| ||
The following table summarizes our non-vested common stock option and warrant activity for the nine-months ended September 30, 2021:
|
| Common Stock Options and Warrants |
|
| Weighted-Average Grant Date Exercise Price |
| ||
|
|
|
|
|
|
| ||
Non-vested at January 1, 2021 |
|
|
|
| $ |
| ||
Vested during the period |
|
| ( | ) |
| $ |
| |
Non-vested at September 30, 2021 |
|
|
|
| $ |
| ||
| 11 |
| Table of Contents |
QUOTEMEDIA, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
The following table summarizes the weighted average remaining contractual life and exercise price of common stock options and warrants outstanding at September 30, 2021:
|
| Common Stock Options and Warrants Outstanding |
|
| Common Stock Options and Warrants Exercisable |
| ||||||||||||||
|
|
|
| Weighted |
|
|
|
|
|
|
| |||||||||
|
|
|
| Average |
|
| Weighted |
|
|
|
| Weighted |
| |||||||
|
|
|
| Remaining |
|
| Average |
|
|
|
| Average |
| |||||||
|
| Number |
|
| Contractual |
|
| Exercise |
|
| Number |
|
| Exercise |
| |||||
|
| Outstanding |
|
| Life (Years) |
|
| Price |
|
| Exercisable |
|
| Price |
| |||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
$ |
|
|
|
|
|
|
| $ |
|
|
|
|
| $ |
| |||||
At September 30, 2021, there was $
All stock options and warrants to purchase common stock have been granted with exercise prices equal to or greater than the market value of the underlying common shares on the date of grant. At September 30, 2021, the aggregate intrinsic value of options and warrants outstanding was $
Preferred Stock Warrants
Pursuant to the December 28, 2017 Compensation Agreement with David M. Shworan, the President and Chief Executive Officer of QuoteMedia, Ltd., a wholly owned subsidiary of Quotemedia, Inc., the Company issued Mr. Shworan warrants to purchase shares of Series A Redeemable Convertible Preferred Stock (“Compensation Preferred Stock Warrants”) in lieu of a cash salary. From the period December 28, 2017 to December 31, 2019 the Company issued a total of
Also pursuant to the Compensation Agreement with Mr. Shworan, on December 28, 2017 the Company issued Mr. Shworan warrants to purchase up to
As of September 30, 2021, there were a total of
| 12 |
| Table of Contents |
QUOTEMEDIA, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
7. INCOME (LOSS) PER SHARE
Basic net income per share is computed by dividing net income during the period by the weighted-average number of common shares outstanding, excluding the dilutive effects of common stock equivalents. Common stock equivalents include redeemable convertible preferred stock, stock options and warrants. Diluted net income per share is computed by dividing net income by the weighted-average number of dilutive common shares outstanding during the period. Diluted shares outstanding is calculated using the treasury stock method by adding to the weighted shares outstanding any potential shares of common stock from outstanding redeemable convertible preferred stock, stock options and warrants that are in-the-money. In periods when a net loss is reported, all common stock equivalents are excluded from the calculation because they would have an anti-dilutive effect, meaning the loss per share would be reduced. Therefore, in periods when a loss is reported, the calculation of basic and dilutive loss per share results in the same value. The calculations for basic and diluted loss per share for the three and nine-month periods ended September 30, 2021 and 2020 are as follows:
|
| Three-months ended September 30, |
|
| Nine-months ended September 30, |
| ||||||||||
|
| 2021 |
|
| 2020 |
|
| 2021 |
|
| 2020 |
| ||||
|
|
|
|
|
|
|
|
|
|
|
|
| ||||
Net income (loss) |
| $ |
|
| $ | ( | ) |
| $ |
|
| $ | ( | ) | ||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average shares outstanding - basic and diluted |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Stock options and warrants to purchase common stock |
|
|
|
|
| - |
|
|
|
|
|
| - |
| ||
Warrants to purchase redeemable convertible preferred stock |
|
|
|
|
| - |
|
|
|
|
|
| - |
| ||
Redeemable convertible preferred stock |
|
|
|
|
| - |
|
|
|
|
|
| - |
| ||
Weighted average shares outstanding - basic and diluted |
|
|
|
|
|
|
|
|
|
|
|
| ||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) per share – basic |
| $ |
|
| $ | ( | ) |
| $ |
|
| $ | ( | ) | ||
Net income (loss) per share – diluted |
| $ |
|
| $ | ( | ) |
| $ |
|
| $ | ( | ) | ||
The number of shares of potentially dilutive common stock related to options, warrants and redeemable convertible preferred stock that were excluded from the calculation of dilutive shares since the inclusion of such shares would be anti-dilutive for the three and nine-month periods ended September 30, 2021 and 2020 are shown below:
|
| Three-months ended September 30, |
|
| Nine-months ended September 30, |
| ||||||||||
|
| 2021 |
|
| 2020 |
|
| 2021 |
|
| 2020 |
| ||||
|
|
|
|
|
|
|
|
|
|
|
|
| ||||
Stock options and warrants to purchase |
|
|
|
|
|
|
|
|
|
|
|
| ||||
common stock |
|
| - |
|
|
|
|
|
| - |
|
|
|
| ||
Warrants to purchase redeemable |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
convertible preferred stock |
|
| - |
|
|
|
|
|
| - |
|
|
|
| ||
Redeemable convertible preferred stock |
|
| - |
|
|
|
|
|
| - |
|
|
|
| ||
Total potential common shares excluded |
|
| - |
|
|
|
|
|
| - |
|
|
|
| ||
8. PAYCHECK PROTECTION PROGRAM
On May 4, 2020, the Company received a $
| 13 |
| Table of Contents |
ITEM 2. Management’s Discussion and Analysis
The following discussion should be read in conjunction with our financial statements and notes thereto included elsewhere in this report. We caution readers regarding certain forward looking statements in the following discussion, elsewhere in this report, and in any other statements, made by, or on behalf of our company, whether or not in future filings with the Securities and Exchange Commission. Forward-looking statements are statements not based on historical information and which relate to future operations, strategies, financial results, or other developments. Forward-looking statements are necessarily based upon estimates and assumptions that are inherently subject to significant business, economic, and competitive uncertainties and contingencies, many of which are beyond our control and many of which, with respect to future business decisions, are subject to change. These uncertainties and contingencies can affect actual results and could cause actual results to differ materially from those expressed in any forward looking statements made by, or on behalf of, our company. Uncertainties and contingencies that might cause such differences include those risk factors disclosed in our annual report on Form 10-K for the year ended December 31, 2020 and other reports filed from time to time with the SEC.
We disclaim any obligation to update forward-looking statements. All references to “we”, “our”, “us”, or “QuoteMedia” refer to QuoteMedia, Inc., and its predecessors, operating divisions, and subsidiaries.
This report should be read in conjunction with our Form 10-K for the fiscal year ended December 31, 2020 filed with the Securities and Exchange Commission.
Overview
We are a developer of financial software and a distributor of market data and research information to online brokerages, clearing firms, banks, media properties, public companies and financial service corporations worldwide. Through the aggregation of information from many direct data, news, and research sources; we offer a comprehensive range of solutions for all market-related information provisioning requirements.
We have three general product lines: Interactive Content and Data Applications, Data Feed Services, and Portfolio Management Systems. For financial reporting purposes, our product categories share similar economic characteristics and share costs; therefore, they are combined into one reporting segment.
Our Interactive Content and Data Applications consist of a suite of software applications that provide publicly traded company and market information to corporate clients via the Internet. Products include stock market quotes, fundamentals, historical and interactive charts, company news, filings, option chains, insider transactions, corporate financials, corporate profiles, screeners, market research information, investor relations provisions, level II, watch lists, and real-time quotes. All of our content solutions are completely customizable and embed directly into client Web pages for seamless integration with existing content. We are continuing to develop and launch new modules of QModTM, our new proprietary Web delivery system. QMod was created for secure market data provisioning as well as ease of integration and unlimited customization. Additionally, QMod delivers search engine optimized (SEO) ready responsive content designed to adapt on the fly when rendered on mobile devices or standard Web pages – automatically resizing and reformatting to fit the device on which it is displayed.
Our Data Feed Services consist of raw streaming real-time market data delivered over the Internet or via dedicated telecommunication lines, and supplemental fundamental, historical, and analytical data, keyed to the same symbology, which provides a complete market data solution offered to our customers. Currently, QuoteMedia’s Data Feed services include complete coverage of North American exchanges and over 70 exchanges worldwide. For financial reporting purposes, Data Feed Services revenue is included in the Interactive Content and Data Applications revenue totals.
Our Portfolio Management Systems consist of QuotestreamTM, Quotestream Mobile, Quotestream Professional, and our Web Portfolio Management systems. Quotestream Desktop is an Internet-based streaming online portfolio management system that delivers real-time and delayed market data to both consumer and corporate markets. Quotestream has been designed for syndication and private branding by brokerage, banking, and Web portal companies. Quotestream’s enhanced features and functionality – most notably tick-by-tick true streaming data, significantly enhanced charting features, and a broad range of additional research and analytical content and functionality – offer a professional-level experience to nonprofessional users.
Quotestream Professional is specifically designed for use by financial services professionals, offering exceptional coverage and functionality at extremely aggressive pricing. Quotestream Professional features broad market coverage, reliability, complete flexibility, ultra-low-latency tick-by-tick data, as well as completely customizable screens, advanced charting, comprehensive technical analysis, news and research data.
Quotestream Mobile is a true companion product to the Quotestream desktop products (Quotestream and Quotestream Professional) – any changes made to portfolios in either the desktop or mobile application are automatically reflected in the other.
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| Table of Contents |
A key feature of QuoteMedia’s business model is that all of our product lines generate recurring monthly licensing revenue from each client. Contracts to license Quotestream to our corporate clients, for example, typically have a term of one to three years and are automatically renewed unless notice is given at least 90 days prior to the expiration of the current license term. We also generate Quotestream revenue through individual end-user licenses on a monthly or annual subscription fee basis. Interactive Content and Data Applications and Market Data Feeds are licensed for a monthly, quarterly, annual, or semi-annual subscription fee. Contracts to license our Financial Data Products and Data Feeds typically have a term of one to three years and are automatically renewed unless notice is given 90 days prior to the expiration of the contract term.
Business Environment and Trends
The global financial markets experienced extreme volatility and disruption over the past year due to the COVID-19 pandemic. While global financial markets are recovering, risk still exists; therefore we will continue to closely monitor the impact of the COVID-19 pandemic on all aspects of our business, including how it will impact team members, customers, suppliers, and global markets. Most of our employees, particularly in Canada, continue to work remotely.
While our licensed-based revenue is generally more recurring in nature, the uncertainty caused by the COVID-19 pandemic led some clients to delay purchasing decisions, product and service implementations or cancel or reduce spending with us in 2020. While the impact of COVID-19 appears to be diminishing, we are focused on maintaining a strong balance sheet and liquidity position and will continue to closely monitor the potential impact of COVID-19 and adjust our response going forward as circumstances dictate.
On May 4, 2020, the Company received a $133,257 loan under the Paycheck Protection Program (“PPP”). On February 19, 2021, the Company received forgiveness from the SBA for its PPP loan in its entirety. The Company recognized the forgiveness of the loan as other income on our consolidated statements of operations. See Financial Statement Note 8 – Paycheck Protection Program.
Our revenue grew 22% and 23% when comparing the three and nine-month periods ended September 30, 2021 to the comparative 2020 periods. Based on clients currently under contract, we expect to maintain similar revenue growth for the remainder of 2021.
Plan of Operation
For the remainder of 2021 and into 2022 we plan to continue to expand our product lines and improve our infrastructure. We plan to continue to add more features and data to our existing products and release newer versions with improved performance and flexibility for client integration.
We will maintain our focus on marketing Quotestream for deployments by brokerage firms to their retail clients and continue our expansion into the investment professional market with Quotestream Professional. We also plan to continue the growth of our Data Feed Services client base, particularly through the addition of major new international data feed coverage, as well as new data delivery products.
QuoteMedia will continue to focus on increasing the sales of its Interactive Content and Data Applications, particularly in the context of large-scale enterprise deployments encompassing solutions ranging across several product lines. QMod is a major component of this strategy, given the broad demand for mobile-ready, SEO-friendly Web content.
Important development projects for the remainder of 2021 include broad expansion of data and news coverage, including the addition of a wide array of international exchange data and news and video feeds, expansion of fixed-income coverage, and the introduction of several new and upgraded market information products.
New deployments of our trade integration capabilities, which allow our Quotestream applications to interact with our brokerage clients’ back-end trade execution and reporting platforms (enabling on-the-fly trade execution and tracking of holdings) are underway and will continue to be a priority in the coming year.
We are also creating new proprietary data sets, analytics, and scoring mechanisms. We are now aggregating data direct from the sources to produce data sets that are proprietary to QuoteMedia. This allows us to offer our clients new data products and lower our product costs structure as we replace some of our existing data providers with our own lower cost data.
| 15 |
| Table of Contents |
Opportunistically, efforts will be made to evaluate and pursue the development of additional new products that may eventually be commercialized by our company. Although not currently anticipated, we may require additional capital to execute our proposed plan of operation. There can be no assurance that such additional capital will be available to our company on commercially reasonable terms or at all.
Our future performance will be subject to a number of business factors, including those beyond our control; such as a continuation of market uncertainty and evolving industry needs and preferences, as well as the level of competition and our ability to continue to successfully market our products and technology. There can be no assurance that we will be able to successfully implement our marketing strategy, continue our revenue growth, or maintain profitable operations.
Critical Accounting Policies and Estimates
In the 2020 Annual Report, we disclose our critical accounting policies and estimates upon which our financial statements are derived. There have been no material changes to these policies since December 31, 2020 that are not included in Note 3 of the accompanying consolidated financial statements for the three and nine-months ended September 30, 2021. Readers are encouraged to read the 2020 Annual Report in conjunction.
Results of Operations
Revenue
Three-months ended September 30, |
| 2021 |
|
| 2020 |
|
| Change ($) |
|
| Change (%) |
| ||||
|
|
|
|
|
|
|
|
|
|
|
|
| ||||
Corporate Quotestream |
| $ | 1,665,555 |
|
| $ | 1,127,941 |
|
| $ | 537,614 |
|
|
| 48 | % |
Individual Quotestream |
|
| 571,201 |
|
|
| 485,392 |
|
|
| 85,809 |
|
|
| 18 | % |
Total portfolio management systems |
|
| 2,236,756 |
|
|
| 1,613,333 |
|
|
| 623,423 |
|
|
| 39 | % |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interactive content and data applications |
|
| 1,581,957 |
|
|
| 1,527,025 |
|
|
| 54,932 |
|
|
| 4 | % |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total subscription revenue |
| $ | 3,818,713 |
|
| $ | 3,140,358 |
|
| $ | 678,355 |
|
|
| 22 | % |
Nine-months ended September 30, |
| 2021 |
|
| 2020 |
|
| Change ($) |
|
| Change (%) |
| ||||
|
|
|
|
|
|
|
|
|
|
|
|
| ||||
Corporate Quotestream |
| $ | 4,754,698 |
|
| $ | 3,158,076 |
|
| $ | 1,596,622 |
|
|
| 51 | % |
Individual Quotestream |
|
| 1,725,404 |
|
|
| 1,379,518 |
|
|
| 345,886 |
|
|
| 25 | % |
Total portfolio management systems |
|
| 6,480,102 |
|
|
| 4,537,594 |
|
|
| 1,942,508 |
|
|
| 43 | % |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interactive content and data applications |
|
| 4,777,847 |
|
|
| 4,598,547 |
|
|
| 179,300 |
|
|
| 4 | % |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total subscription revenue |
| $ | 11,257,949 |
|
| $ | 9,136,141 |
|
| $ | 2,121,808 |
|
|
| 23 | % |
Total revenue increased 22% and 23% when comparing the three and nine-month periods ended September 30, 2021 and 2020.
Our total Portfolio Management System revenue increased by 39% and 43% when comparing the three and nine-month periods ended September 30, 2021 from the comparative periods, due to increases in both Corporate Quotestream and Individual Quotestream revenue.
Corporate Quotestream revenue increased 48% and 51% for the three and nine-month periods ended September 30, 2021 from the comparative periods in 2020 primarily due to new contracts signed since the comparative periods and increases in the number of subscribers for existing clients. The increases are due to new products added over the past couple years that are continuing to gain traction in the market, as well as improvements and upgrades made to our existing Portfolio Management products as we continue to improve functionality and add new data offerings. The increases are also due to stock exchange fee price increases passed on to our customers. Finally, we believe there has been an increase in the need for our services for customers working remotely during the pandemic, a trend we expect to continue for the foreseeable future.
Individual Quotestream revenue increased 18% and 25% for the three and nine-month periods ended September 30, 2021 from the comparative periods in 2020. There were increases in total users and average revenue per user, which can be attributed to new marketing efforts initiated since the comparative periods and more customers working remotely due to COVID-19.
Interactive Content and Data Application revenue increased 4% when comparing the three and nine-month periods ended September 30, 2021 and 2020, mainly attributable to an increase in new customers. The success of new products introduced over the past couple years such as QModTM and the expansion of our data coverage have allowed us to attract new clients.
| 16 |
| Table of Contents |
Cost of Revenue and Gross Profit Summary
Three-months ended September 30, |
| 2021 |
|
| 2020 |
|
| Change ($) |
|
| Change (%) |
| ||||
|
|
|
|
|
|
|
|
|
|
|
|
| ||||
Cost of revenue |
| $ | 2,033,020 |
|
| $ | 1,706,476 |
|
| $ | 326,544 |
|
|
| 19 | % |
Gross profit |
| $ | 1,785,693 |
|
| $ | 1,433,882 |
|
| $ | 351,811 |
|
|
| 25 | % |
Gross margin % |
|
| 47 | % |
|
| 46 | % |
|
|
|
|
|
|
|
|
Nine-months ended September 30, |
| 2021 |
|
| 2020 |
|
| Change ($) |
|
| Change (%) |
| ||||
|
|
|
|
|
|
|
|
|
|
|
|
| ||||
Cost of revenue |
| $ | 6,283,017 |
|
| $ | 4,795,150 |
|
| $ | 1,487,867 |
|
|
| 31 | % |
Gross profit |
| $ | 4,974,932 |
|
| $ | 4,340,991 |
|
| $ | 633,941 |
|
|
| 15 | % |
Gross margin % |
|
| 44 | % |
|
| 48 | % |
|
|
|
|
|
|
|
|
Our cost of revenue consists of fixed and variable stock exchange fees and data feed provisioning costs. Cost of revenue also includes amortization of capitalized internal-use software costs. We capitalize the costs associated with developing new products during the application development stage.
We launched a major growth initiative in early 2020, investing in infrastructure, new product development, data collection, and the expansion of our global market coverage. As a result, our cost of revenue increased 19% and 31% for the three and nine-month periods ended September 30, 2021 from the comparative periods in 2020, respectively. We incurred increased stock exchange fees related to increased usage and new market data added since the comparative periods, and increased amortization expenses associated with internally developed application software.
Overall, the cost of revenue decreased as a percentage of sales, as evidenced by our gross margin percentage that increased to 47% for the three months ended September 30, 2021 from 46% in the comparative period. The gross margin percentage decreased to 44% for the nine months ended September 30, 2021 from 48% in the comparative period. There were non-recurring credits to our cost of revenue that resulted in an increase in gross margin percentage for the quarter, but year to date our gross margins have decreased due to the change in our revenue mix, as our Portfolio Management System revenue has been growing at a higher rate than our Interactive Content revenue which typically has higher gross margins.
Operating Expenses Summary
Three-months ended September 30, |
| 2021 |
|
| 2020 |
|
| Change ($) |
|
| Change (%) |
| ||||
|
|
|
|
|
|
|
|
|
|
|
|
| ||||
Sales and marketing |
| $ | 623,821 |
|
| $ | 552,960 |
|
| $ | 70,861 |
|
|
| 13 | % |
General and administrative |
|
| 650,191 |
|
|
| 555,002 |
|
|
| 95,189 |
|
|
| 17 | % |
Software development |
|
| 411,137 |
|
|
| 405,703 |
|
|
| 5,434 |
|
|
| 1 | % |
Total operating expenses |
| $ | 1,685,149 |
|
| $ | 1,513,665 |
|
| $ | 171,484 |
|
|
| 11 | % |
Nine-months ended September 30, |
| 2021 |
|
| 2020 |
|
| Change ($) |
|
| Change (%) |
| ||||
|
|
|
|
|
|
|
|
|
|
|
|
| ||||
Sales and marketing |
| $ | 1,882,807 |
|
| $ | 1,602,501 |
|
| $ | 280,306 |
|
|
| 17 | % |
General and administrative |
|
| 1,943,162 |
|
|
| 1,817,748 |
|
|
| 125,414 |
|
|
| 7 | % |
Software development |
|
| 1,257,470 |
|
|
| 1,246,722 |
|
|
| 10,748 |
|
|
| 1 | % |
Total operating expenses |
| $ | 5,083,439 |
|
| $ | 4,666,971 |
|
| $ | 416,468 |
|
|
| 9 | % |
Sales and Marketing
Sales and marketing consist primarily of sales and customer service salaries, investor relations, travel and advertising expenses. Sales and marketing expenses increased by 13% and 17% when comparing the three and nine-month periods ended September 30, 2021 from the comparative periods in 2020. The increases are a result of additional sales personnel hired to support our growth initiative.
General and Administrative
General and administrative expenses consist primarily of salaries expense, office rent, insurance premiums, and professional fees. General and administrative expenses increased 17% and 7% when comparing the three and nine-month periods ended September 30, 2021 to the same periods in 2020. The increases were due to some significant non-recurring professional fees incurred during the third quarter of 2021.
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| Table of Contents |
Software Development
Software development expenses consist primarily of costs associated with the design, programming, and testing of our software applications during the preliminary project stage. Software development expenses also include costs incurred to maintain our software applications.
Software development expenses remained relatively unchanged from the comparative periods, increasing 1% for the three and nine-month periods ended September 30, 2021 due to additional development personnel hired since the comparative 2020 periods, offset by an increase in development costs capitalized during 2021. Hiring new development personnel was required to expand our product lines and improve our infrastructure in 2021. We capitalized $572,795 and $1,621,738 of development costs for the three and nine-month periods ended September 30, 2021, compared to $460,666 and $1,225,898 in the same periods in 2020. These costs relate to the development of application software used by subscribers to access, manage, and analyze information in our databases. Capitalized costs associated with application software are amortized over their estimated economic life of three years.
Other Income and (Expense) Summary
Three-months ended September 30, |
| 2021 |
|
| 2020 |
| ||
|
|
|
|
|
|
| ||
Foreign exchange gain |
| $ | 55,278 |
|
| $ | 5,930 |
|
Interest expense |
|
| (101 | ) |
|
| (701 | ) |
Total other income, net |
| $ | 55,177 |
|
| $ | 5,229 |
|
Nine-months ended September 30, |
| 2021 |
|
| 2020 |
| ||
|
|
|
|
|
|
| ||
Foreign exchange gain |
| $ | 77,606 |
|
| $ | 11,887 |
|
Interest expense |
|
| (1,560 | ) |
|
| (3,419 | ) |
Other income |
|
| 133,257 |
|
|
| - |
|
Total other income, net |
| $ | 209,303 |
|
| $ | 8,468 |
|
Foreign Exchange Gain
We incurred foreign exchange gains of $55,278 and $77,606 for the three and nine-month periods ended September 30, 2021 compared to foreign exchange gains of $5,930 and $11,887 in the comparative 2020 periods, respectively. Foreign exchange gains and losses arise from the re-measurement of Canadian dollar monetary assets and liabilities into U.S. dollars and from exchange rate fluctuations between transaction and settlement dates for foreign currency denominated transactions.
Interest Expense
Interest expense relates primarily to the interest expense associated with our finance leases and was relatively unchanged from the comparative periods. Interest expense of $101 and $1,560 was incurred for the three and nine-month periods ended September 30, 2021, compared to $701 and $3,419 incurred in the same 2020 periods.
Other Income
Other income was $133,257 for the nine-month period ended September 30, 2021. On May 4, 2020, the Company received a $133,257 loan under the Paycheck Protection Program (“PPP”). The PPP loan was forgiven in its entirety on February 19, 2021 and was recognized as other income. No other income was recognized in the comparative 2020 periods. See Financial Statement Note 8 “Paycheck Protection Program”.
Provision for Income Taxes
For the three and nine-month periods ended September 30, 2021, the Company recorded Canadian income tax expense of $790 and $2,403 compared to $751 and $2,216 in the comparative periods in 2020.
Net Income (Loss) for the Period
As a result of the foregoing, our net income for the three and nine-month periods ended September 30, 2021 were $154,931 and $98,393 compared to net losses of $75,305 and $319,728 for the three and nine-month periods ended September 30, 2020. Basic and diluted income per share was $0.00 for the three and nine-month periods ended September 30, 2021, compared to a basic and diluted loss per share of $(0.00) for the three and nine-month periods ended September 30, 2020.
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| Table of Contents |
Liquidity and Capital Resources
Our cash totaled $271,696 at September 30, 2021, as compared with $417,910 at December 31, 2020, a decrease of $146,214. Net cash of $1,586,447 was provided by operations for the nine-month period ended September 30, 2021, primarily due to the net income during the period adjusted for non-cash charges and the increase in accounts payable and deferred revenue. Net cash used in investing activities for the nine-month period ended September 30, 2021 was $1,721,364 resulting primarily from capitalized application software costs. Cash used in financing activities for the nine-month period ended September 30, 2021 was $11,297 related to the repayment of capital lease financing.
We typically operate with a working capital deficit. As of September 30, 2021 our working capital deficit is $2,063,727, however current liabilities include $753,409 in deferred revenue and the expected costs necessary to realize the deferred revenue are minimal. If circumstances dictate, we have the flexibility to reduce development spending to maintain a strong liquidity position.
Based on the factors discussed above, we believe that our cash on hand and cash generated from operations will be sufficient to fund our current operations for at least the next 12 months through November 2022. However, to implement our business plan may require additional financing. Additional financings may come from future equity or debt offerings that could result in dilution to our stockholders. Further, current adverse capital and credit market conditions could limit our access to capital. We may be unable to raise capital or bear an unattractive cost of capital that could reduce our financial flexibility.
Our long-term liquidity requirements will depend on many factors, including the rate at which we expand our business and whether we do so internally or through acquisitions. To the extent that the funds generated from operations are insufficient to fund our activities in the long term, we may be required to raise additional funds through public or private financing. No assurance can be given that additional financing will be available or that, if it is available, it will be on terms acceptable to us.
Preferred Stock Redemption Rights
At September 30, 2021, 123,685 shares of Series A Redeemable Convertible Preferred Stock were outstanding and 1,000 shares may be redeemed at the holder’s option at the liquidation value of $25 per share if the cash balance of the Company as reported at the end of each fiscal quarter exceeds $400,000. See Financial Statement Note 6 a) “Preferred shares”.
Foreign Exchange Risk
Approximately 28% of our consolidated revenue and 34% percent of our consolidated expenses are denominated in Canadian dollars; therefore, our consolidated cashflow may be impacted by foreign exchange fluctuations.
Off-Balance Sheet Arrangements
At September 30, 2021 and December 31, 2020, we did not have any unconsolidated entities or financial partnerships, or other off-balance sheet arrangements.
ITEM 4. Controls and Procedures
Under the supervision and with the participation of our Chairman of the Board and Chairman of the Audit Committee, Chief Executive Officer and Chief Financial Officer, we completed an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) to the Securities Exchange Act of 1934, as amended (the “Exchange Act”)). Based on that evaluation, we and our management have concluded that our disclosure controls and procedures at September 30, 2021 were effective at the reasonable assurance level to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and are designed to ensure that information required to be disclosed by us in these reports is accumulated and communicated to our management, as appropriate to allow timely decisions regarding required disclosures. In the nine-month period ended September 30, 2021, there has been no change in our internal control over financial reporting that has materially affected, or is reasonably likely to affect, our internal control over financial reporting.
We will consider further actions and continue to evaluate the effectiveness of our disclosure controls and internal controls and procedures on an ongoing basis, taking corrective action as appropriate. Management does not expect that disclosure controls and procedures or internal controls can prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable and not absolute assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. While management believes that its disclosure controls and procedures provide reasonable assurance that fraud can be detected and prevented, because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected.
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| Table of Contents |
PART II - OTHER INFORMATION
ITEM 6. EXHIBITS
Exhibit |
| Description of Exhibit |
| ||
| ||
| ||
|
| 20 |
| Table of Contents |
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
QUOTEMEDIA, INC.
By: | /s/ Keith J. Randall |
|
| Keith J. Randall |
|
| Chief Executive Officer and Chief Financial Officer |
|
| (Duly authorized officer and principal financial officer) |
|
Dated: November 10, 2021
| 21 |
EXHIBIT 31.1
CERTIFICATION
I, Keith J. Randall, certify that:
| 1. | I have reviewed this Quarterly Report on Form 10-Q of Quotemedia, Inc.; |
|
|
|
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
|
|
|
| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
|
|
|
| 4. | The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rule 13a-15(f) and 15d-15(f)) for the registrant and have: |
|
| a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
|
|
|
|
|
| b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
|
|
|
|
|
| c) | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
|
|
|
|
|
| d) | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
| 5. | The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
|
| a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
|
|
|
|
|
| b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
Date: November 10, 2021
| By: | /s/ Keith J. Randall | ||
|
|
| Keith J. Randall | |
| Chief Executive Officer |
EXHIBIT 31.2
CERTIFICATION
I, Keith J. Randall, certify that:
| 1. | I have reviewed this Quarterly Report on Form 10-Q of Quotemedia, Inc.; |
|
|
|
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
|
|
|
| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
|
|
|
| 4. | The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rule 13a-15(f) and 15d-15(f)) for the registrant and have: |
|
| a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
|
|
|
|
|
| b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
|
|
|
|
|
| c) | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
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|
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|
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| d) | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
| 5. | The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
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| a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
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| b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
Date: November 10, 2021
| By: | /s/ Keith J. Randall | ||
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| Keith J. Randall | |
| Chief Financial Officer |
EXHIBIT 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report on Form 10-Q of Quotemedia, Inc. (the “Company”) for the quarterly period ended September 30, 2021 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Keith J. Randall, Chief Executive Officer of the Company, certify, to my best knowledge and belief, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:
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| (1) | The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m(a) or 78o(d)); and |
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| (2) | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
| By: | /s/ Keith J. Randall | |
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| Keith J. Randall | |
| Chief Executive Officer | ||
| November 10, 2021 |
EXHIBIT 32.2
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report on Form 10-Q of Quotemedia, Inc. (the “Company”) for the quarterly period ended September 30, 2021 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Keith J. Randall, Chief Financial Officer of the Company, certify, to my best knowledge and belief, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:
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| (1) | The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m(a) or 78o(d)); and |
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| (2) | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
| By: | /s/ Keith J. Randall | |
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| Keith J. Randall | |
| Chief Financial Officer | ||
| November 10, 2021 |