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, 2021 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, 2021 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 APIs, 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 APIs 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. We provide 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 APIs 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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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 five 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 APIs 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 five 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 couple years 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 the early stages of the pandemic. 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.

Recent events in the Ukraine and Russia have also caused disruptions in the global financial markets. While we do not have any operations or customers in the Ukraine or Russia, we will continue to monitor the situation as a prolonged conflict could impact our business.

Approximately 34% of our revenue and 35% of our expenses are denominated in Canadian dollars. The Canadian dollar depreciated 4% and 3% when comparing average exchange rates for the three and nine months ended September 30, 2022 and 2021. This decreased both Canadian dollar revenues and expenses once translated into U.S. dollars for the three and nine months ended September 30, 2022 when compared to the same periods in 2021, but had a minimal impact on our net income.

In 2022, we finalized contracts with two large multinational financial institutions. This first contract was effective January 1, 2022, but we did not start recognizing revenue until April 2022 when their services went live. The second contract was finalized in October 2022 with services starting in November 2022. Prior to finalizing the contract, we received a partial development fee payment of $218,000 in Q2 2022. This amount was recorded as a customer deposit and included in accrued liabilities as of September 30, 2022. The contracts are for a wide range of services that will be included in both portfolio management and interactive content and data API revenue.

In our June 30, 2022, Form 10-Q we stated that we expected 19% revenue growth for fiscal 2022. We have lowered our revenue growth projection to 16% for fiscal 2022 due primarily to the depreciation of the Canadian dollar as it has depreciated approximately 7% versus the U.S. dollar since Q2 2022, and the contracts discussed above are denominated in Canadian dollars. We expect similar revenue growth in fiscal 2023, but we expect our 2023 net income to significantly improve. This is mainly due to the new contracts mentioned above as they have significantly higher gross margins than our typical customer contracts have on average.





Plan of Operation


For the remainder of 2022 and for 2023 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. This expansion is expected to result in both increased revenue and costs for fiscal 2022 and 2023.

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 APIs, 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 2022 and 2023 include broad expansion of data and news coverage, including the addition of a wide array of international exchange data and news, 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.






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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.

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

Critical Accounting Policies and Estimates

In the 2021 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, 2021. Readers are encouraged to read the 2021 Annual Report in conjunction.





Results of Operations



Revenue



Three-months ended September
30,                                2022            2021          Change ($)       Change (%)

Corporate Quotestream           $ 1,708,627     $ 1,665,555     $     43,072                3 %
Individual Quotestream              512,142         571,201          (59,059 )            (10 %)
Total Portfolio Management                                                                 (1
Systems                           2,220,769       2,236,756          (15,987 )                %)

Interactive Content and Data
APIs                              2,169,898       1,581,957          587,941               37 %

Total subscription revenue      $ 4,390,667     $ 3,818,713     $    571,954               15 %




Nine-months ended September
30,                                2022             2021         Change ($)       Change (%)

Corporate Quotestream          $  5,146,298     $  4,754,698     $   391,600                8 %
Individual Quotestream            1,606,133        1,725,404        (119,271 )             (7 %)
Total Portfolio Management
Systems                           6,752,431        6,480,102         272,329                4 %

Interactive Content and Data
APIs                              6,200,989        4,777,847       1,423,142               30 %

Total subscription revenue     $ 12,953,420     $ 11,257,949     $ 1,695,471               15 %



Total subscription revenue increased 15% when comparing the three and nine-months ended September 30, 2022 and 2021.

Total Portfolio Management Systems revenue decreased 1% for the three months ended September 30, 2022 from the comparative period in 2021 and increased 4% for the nine-months ended September 30, 2022 from the comparative period in 2021.

Corporate Quotestream revenue increased 3% and 8% for the three and nine-months ended September 30, 2022 from the comparative periods in 2021 due to new contracts signed since the comparative periods. In particular, the increases were due to the new contract we recently signed with the large multinational financial institutions discussed above in the "Business Environment and Trends" section. The increase was also due to an increase in the number of subscribers for existing clients. We have added new products over the past couple years that are continuing to gain traction in the market and we have made improvements and upgrades to our existing Portfolio Management products as we continue to improve functionality and add new data offerings. These improvements have allowed us to attract larger customers and increase the average revenue for our existing customers.






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Individual Quotestream revenue decreased 10% and 7% for the three and nine-months ended September 30, 2022 from the comparative periods in 2021 due mainly to a decrease in total subscribers. The depreciation of the Canadian dollar, discussed above in the "Business Environment and Trends" section, also significantly impacted Individual Quotestream revenue as approximately 50% of our Individual Quotestream revenue is earned in Canadian dollars.

Interactive Content and Data APIs revenue increased 37% and 30% when comparing the three and nine-months ended September 30, 2022, attributable to an increase in the number of clients and an increase in the average revenue per client. The launch of new products and the expansion of our data coverage have allowed us to attract new, larger clients to replace some of our smaller clients lost due to the economic hardship related to COVID-19. In particular, the increase was due to the new contract we recently signed with a large multinational financial institution discussed above in the "Business Environment and Trends" section.

Cost of Revenue and Gross Profit Summary





Three-months ended September
30,                                 2022            2021          Change ($)       Change (%)

Cost of revenue                  $ 2,096,773     $ 2,033,020     $     63,753                3 %
Gross profit                     $ 2,293,894     $ 1,785,693     $    508,201               28 %
Gross margin %                            52 %            47 %




Nine-months ended September 30,      2022            2021         Change ($)       Change (%)

Cost of revenue                   $ 6,599,396     $ 6,283,017     $   316,379                5 %
Gross profit                      $ 6,354,024     $ 4,974,932     $ 1,379,092               28 %
Gross margin %                             49 %            44 %



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.

As a result of a major growth initiative, which included investing in infrastructure, new product development, data collection, and the expansion of our global market coverage, our cost of revenue increased 3% and 5% for the three and nine-months ended September 30, 2022 from the comparative periods in 2021. This was mainly due to 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 52% and 49% for the three and nine-months ended September 30, 2022 from 47% and 44% in the comparative 2021 periods. As discussed above in the "Business Environment and Trends" section, we signed a new contract with a large multinational financial institution. This contract has higher gross margins than our other customer contracts typically have on average, resulting in a significant increase to our gross margin percentage.

Operating Expenses Summary





Three-months ended September
30,                                 2022            2021          Change ($)       Change (%)

Sales and marketing              $   784,094     $   623,821     $    160,273               26 %
General and administrative           757,318         650,191          107,127               16 %
Software development                 544,525         411,137          133,388               32 %
Total operating expenses         $ 2,085,937     $ 1,685,149     $    400,788               24 %




Nine-months ended September
30,                                 2022            2021          Change ($)       Change (%)

Sales and marketing              $ 2,276,526     $ 1,882,807     $    393,719               21 %
General and administrative         2,213,189       1,943,162          270,027               14 %
Software development               1,549,454       1,257,470          291,984               23 %
Total operating expenses         $ 6,039,169     $ 5,083,439     $    955,730               19 %





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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 26% and 21% for the three and nine-months ended September 30, 2022 when compared to the same periods in 2021. The increases are a result of additional sales personnel hired since the comparative periods to support our product growth initiatives and salary increases for existing personnel. The increases were offset by the depreciation of the Canadian dollar from the comparative periods as most of our sales personnel are located in Canada as well as the $87,127 decrease in fair value during the quarter for our preferred stock warrant liability recorded as a decrease in marketing expense.





General and Administrative


General and administrative expenses consist primarily of salaries expense, office rent, insurance premiums, and professional fees. General and administrative expenses increased 16% and 14% for the three and nine-months ended September 30, 2022 when compared to the same periods in 2021. The increases are a result of additional personnel and other costs incurred to support our growth initiatives, and in particular the costs associated with obtaining SOC2 Type II certification. SOC2 certification provides independent assurance that an organization maintains a high level of information security, data integrity and business resiliency. We expect to achieve SOC2 Type II certification in late 2022.





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 increased 32% and 23% for the three and nine-months ended September 30, 2022 when compared to the same periods in 2021, primarily due to new personnel hired since the comparative periods to improve our infrastructure, security, and business continuity management. The increase in development personnel costs was offset by the depreciation of the Canadian dollar from the comparative periods as most of our development personnel are located in Canada.

We capitalized $735,169 and $2,022,885 of development costs for the three and nine-month periods ended September 30, 2022 compared to $572,795 and $1,621,738 in the same periods in 2021. 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, 2022 2021



Foreign exchange gain              $ 102,327     $ 55,278
Interest income (expense), net            10         (101 )
Total other income, net            $ 102,337     $ 55,177

Nine-months ended September 30, 2022 2021

Foreign exchange gain (loss) $ (15,309 ) $ 77,606 Interest income (expense), net (1,721 ) (1,560 ) Other income

                                -       133,257

Total other income (expense), net $ (17,030 ) $ 209,303






Foreign Exchange Gain


We incurred a foreign exchange gain of $102,327 for the three-month period ended September 30, 2022 and a foreign exchange loss of $15,309 for the nine-month period ended September 30, 2022, compared to foreign exchange gains of $55,278 and $77,606 in the comparative 2021 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 Income (Expense), Net

Interest expense related primarily to our finance leases is netted against interest earned on cash balances. Net interest income (expenses) of $10 and ($1,721) were incurred for the three and nine-month periods ended September 30, 2022, compared to ($101) and ($1,560) incurred in the same 2021 periods.






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Other Income


There was no other income for the three and nine-months ended September 30, 2022. 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 in the nine-months ended September, 2021 comparative period. See Financial Statement Note 9 "Paycheck Protection Program".





Provision for Income Taxes



For the three and nine-month periods ended September 30, 2022, the Company recorded $751 and $2,321 in Canadian income tax expense compared to $790 and $2,403 in the comparative periods in 2021.





Net Income for the Period


As a result of the foregoing, our net income for the three and nine-month periods ended September 30, 2022 was $309,543 and $295,504, respectively. Our net income for the comparative three and nine-month periods ended September 30, 2021 was $154,931 and $98,393, respectively. Basic and diluted earnings per share were $0.00 for the three and nine-months periods ended September 30, 2022, respectively. Basic and diluted losses per share were $0.00 for the three and nine-month periods ended September 30, 2021, respectively.

Liquidity and Capital Resources

Our cash totaled $303,674 at September 30, 2022, as compared with $258,705 at December 31, 2021, an increase of $44,969. Net cash of $2,191,890 was provided by operations for the nine-months ended September 30, 2022, primarily due to adjustments for non-cash charges and the increase in deferred revenue. Net cash used in investing activities for the nine-months ended September 30, 2022 was $2,144,827, primarily due to capitalized application software costs and the purchases of fixed assets. Cash used in financing activities for the nine-months ended September 30, 2022 was $2,094 related to the repayment of finance leases.

We typically operate with a working capital deficit. As of September 30, 2022, our working capital deficit is $2,337,632, however current liabilities include $1,088,109 in deferred revenue and a $218,000 nonrefundable customer deposit. 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 2023. However, implementing our business plan may require additional financing. Additional financing 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, 2022, 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 7 a) "Preferred shares".





Foreign Exchange Risk


Currently, approximately 34% of our consolidated revenue and 35% percent of our consolidated expenses are denominated in Canadian dollars. Since currently our Canadian dollar revenue and expenses are closely matched, our consolidated cashflows are not significantly impacted by foreign exchange fluctuations. Looking forward however, based on the new contracts discussed above in the "Business Environment and Trends" section, we expect our Canadian dollar revenue to exceed expenses therefore our consolidated cashflows may be impacted by foreign exchange fluctuations.

Off-Balance Sheet Arrangements

At September 30, 2022 and December 31, 2021, we did not have any unconsolidated entities or financial partnerships, or other off-balance sheet arrangements.






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