UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
x | Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
For the quarterly period ended September 30, 2008 or
o | Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
For the transition period from __________ to ___________
Commission file number 0-10541
COMTEX NEWS NETWORK, INC.
(Exact name of registrant as specified in its charter)
Delaware | 13-3055012 |
(State or other jurisdiction | (I.R.S. Employer |
of incorporation or organization) | Identification No.) |
625 North Washington Street, Suite 301, Alexandria, Virginia 22314
(Address of principal executive office)
Registrant's telephone number, including area code: (703) 820-2000
Check whether the Registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes x No o
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 for large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company in Rule 12b-2 of the Exchange Act. (check one):
Large accelerated filer o | Accelerated filer o |
Non-accelerated filer o | Smaller reporting company x |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act.) Yes o No x
As of October 24, 2008, 15,294,200 shares of the Common Stock of the registrant, par value $0.01 per share, were outstanding.
Transitional Small Business Disclosure Format (check one): Yes o No x
COMTEX NEWS NETWORK, INC.
TABLE OF CONTENTS
Part I | Financial Information: | Page No. | |
Item 1. | Condensed Financial Statements | ||
Condensed Balance Sheets as of September 30, 2008 (unaudited) and June 30, 2008 | 2 | ||
Condensed Statements of Operations for the Three Months Ended September 30, 2008 and 2007 (unaudited) | 3 | ||
Condensed Statements of Cash Flows for the Three Months Ended September 30, 2008 and 2007 (unaudited) | 4 | ||
Notes to Condensed Financial Statements (unaudited) | 5 | ||
Item 2. | Management's Discussion and Analysis of Financial Condition and Results of Operations | 7 | |
Item 3. | Quantitative and Qualitative Disclosures About Market Risk | 11 | |
Item 4. | Controls and Procedures | 11 | |
Part II | Other Information: | ||
Item 1. | Legal Proceedings | 11 | |
Item 1A. | Risk Factors | 12 | |
Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 12 | |
Item 3. | Defaults Upon Senior Securities | 12 | |
Item 4. | Submission of Matters to a Vote of Security Holders | 12 | |
Item 5. | Other Information | 12 | |
Item 6. | Exhibits | 12 | |
SIGNATURES | 13 |
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Part I Financial Information
Item 1. Condensed Financial Statements
COMTEX NEWS NETWORK, INC. | ||||||||
BALANCE SHEETS | ||||||||
September 30, | June 30, | |||||||
2008 | 2008 | |||||||
(Unaudited) | ||||||||
ASSETS | ||||||||
CURRENT ASSETS: | ||||||||
Cash and Cash Equivalents | $ | 1,610,799 | $ | 1,520,831 | ||||
Accounts Receivable, Net of Allowance for Doubtful Accounts of $115,396 | 777,257 | 855,266 | ||||||
Prepaid Expenses | 19,840 | 25,097 | ||||||
TOTAL CURRENT ASSETS | 2,407,896 | 2,401,194 | ||||||
PROPERTY AND EQUIPMENT, NET | 368,499 | 394,927 | ||||||
DEPOSITS AND OTHER ASSETS | 43,253 | 43,253 | ||||||
TOTAL ASSETS | $ | 2,819,648 | $ | 2,839,374 | ||||
LIABILITIES AND STOCKHOLDERS' EQUITY | ||||||||
CURRENT LIABILITIES: | ||||||||
Accounts Payable and Other Accrued Expenses | $ | 720,894 | $ | 833,175 | ||||
Accrued Payroll Expenses | 230,046 | 159,208 | ||||||
Deferred Revenue | 17,228 | 20,574 | ||||||
TOTAL LIABILITIES | 968,168 | 1,012,957 | ||||||
COMMITMENTS AND CONTINGENCIES (Note 3) | ||||||||
STOCKHOLDERS' EQUITY: | ||||||||
Perferred Stock, $0.01 Par Value - Shares Authorized: | ||||||||
5,000,000: No Shares issued and outstanding | - | - | ||||||
Common Stock, $0.01 Par Value - Shares Authorized: | ||||||||
25,000,000: Shares issued and outstanding 15,294,200 at September 30, 2008 and June 30, 2008 | 152,942 | 152,942 | ||||||
Additional Paid-In Capital | 13,566,637 | 13,566,637 | ||||||
Accumulated Deficit | (11,868,099 | ) | (11,893,162 | ) | ||||
Total Stockholders' Equity | 1,851,480 | 1,826,417 | ||||||
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $ | 2,819,648 | $ | 2,839,374 |
The accompanying “Notes to Condensed Financial Statements” are an integral part of these financial statements
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COMTEX NEWS NETWORK, INC. | ||||||||
STATEMENTS OF OPERATIONS | ||||||||
Three Months Ended | ||||||||
September 30, | ||||||||
(unaudited) | ||||||||
2008 | 2007 | |||||||
Revenues | $ | 1,662,248 | $ | 1,855,521 | ||||
Cost of Revenues | ||||||||
(including depreciation and amortization expense of | ||||||||
$0 and $6,364, respectively) | 641,733 | 711,960 | ||||||
Gross Profit | 1,020,515 | 1,143,561 | ||||||
Operating Expenses | ||||||||
Technical Operations and Support (inclusive of stock-based | ||||||||
compensation of $0 and $1,182, respectively) | 405,009 | 329,946 | ||||||
Sales and Marketing (inclusive of stock-based compensation | ||||||||
of $0 and $1,684, respectively) | 192,766 | 121,135 | ||||||
General and Administrative (inclusive of stock-based | ||||||||
compensation of $0 and $431, respectively) | 362,156 | 370,026 | ||||||
Depreciation and Amortization | 29,119 | 15,115 | ||||||
Total Operating Expenses | 989,050 | 836,222 | ||||||
Operating Income | 31,465 | 307,339 | ||||||
Other Income (Expense), Net | ||||||||
Interest Expense | - | (2,321 | ) | |||||
Interest Income | 5,543 | 6,960 | ||||||
Realized and Unrealized Loss on Marketable Securities | - | (65,157 | ) | |||||
Other Income | 105 | - | ||||||
Total Other Income (Expense), net | 5,648 | (60,518 | ) | |||||
Income Before Provision for Income Taxes | 37,113 | 246,821 | ||||||
(Provision) for Federal and State Income Taxes | (24,650 | ) | (88,363 | ) | ||||
Tax Benefit of Net Operating Loss Carry forward | 12,600 | 84,000 | ||||||
Net Income | $ | 25,063 | $ | 242,458 | ||||
Basic Earnings Per Common Share | $ | 0.00 | $ | 0.02 | ||||
Weighted Average Number of Common Shares | 15,294,200 | 15,294,200 | ||||||
Diluted Earnings Per Common Share | $ | 0.00 | $ | 0.02 | ||||
Weighted Average Number of Shares Assuming Dilution | 15,562,438 | 15,462,061 |
The accompanying “Notes to Condensed Financial Statements” are an integral part of these financial statements
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COMTEX NEWS NETWORK, INC. | ||||||||
STATEMENTS OF CASH FLOWS | ||||||||
Three Months Ended | ||||||||
September 30, | ||||||||
(unaudited) | ||||||||
2008 | 2007 | |||||||
Cash Flows from Operating Activities: | ||||||||
Net Income | $ | 25,063 | $ | 242,458 | ||||
Adjustments to reconcile net income to net | ||||||||
cash provided by operating activities: | ||||||||
Depreciation and Amortization | 29,119 | 21,478 | ||||||
Realized and Unrealized Loss on Marketable Securities | 65,157 | |||||||
Stock-Based Compensation | - | 3,297 | ||||||
Accounts Receivable | 78,009 | (116,744 | ) | |||||
Prepaid Expenses | 5,257 | (939 | ) | |||||
Purchase of Marketable Securities | (1,258,181 | ) | ||||||
Proceeds from Sale of Marketable Securities | 1,716,327 | |||||||
Accounts Payable and Other Accrued Expenses | (112,281 | ) | (145,597 | ) | ||||
Accrued Payroll Expenses | 70,838 | 29,017 | ||||||
Deferred Revenue | (3,346 | ) | (5,176 | ) | ||||
Net Cash Provided By Operating Activities | 92,659 | 551,097 | ||||||
Cash Flows from Investing Activities: | ||||||||
Purchase of Property and Equipment | (2,691 | ) | (35 | ) | ||||
Net Cash Used in Investing Activities | (2,691 | ) | (35 | ) | ||||
Cash Flows from Financing Activities: | ||||||||
Decrease in Broker Margin Account | (30,163 | ) | ||||||
Net Cash Used in Financing Activities | - | (30,163 | ) | |||||
Net Increase in Cash and Cash Equivalents | 89,968 | 520,899 | ||||||
Cash and Cash Equivalents at Beginning of Period | 1,520,831 | 581,131 | ||||||
Cash and Cash Equivalents at End of Period | $ | 1,610,799 | $ | 1,102,030 |
The accompanying “Notes to Condensed Financial Statements” are an integral part of these financial statements
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COMTEX NEWS NETWORK, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)
September 30, 2008
1. | Basis of Presentation |
The accompanying condensed interim financial statements of Comtex News Network, Inc. (the “Company” or “Comtex”) are unaudited, but in the opinion of management reflect all adjustments (consisting only of normal recurring adjustments) necessary for (i) a fair presentation of results for such periods and (ii) in order to make the financial statements not misleading. The results of operations for any interim period are not necessarily indicative of results for the full year. The balance sheet at June 30, 2008 has been derived from the audited financial statements at that date but does not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements. These condensed interim financial statements should be read in conjunction with the financial statements and notes thereto included in the Company’s Annual Report on Form 10-KSB for the fiscal year ended June 30, 2008 (“2008 Form 10-KSB”), filed with the Securities and Exchange Commission on September 29, 2008.
Earnings per common share is presented in accordance with the provisions of Statement of Financial Accounting Standards (“SFAS”) No. 128, "Earnings Per Share" ("EPS"). Basic EPS excludes dilution for potentially dilutive securities and is computed by dividing income available to common stockholders by the weighted average number of common shares outstanding for the period. Diluted EPS reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock and resulted in the issuance of common stock. Diluted EPS was equal to basic EPS for the three month period ended September 30, 2008. Diluted EPS for the three month period ended September 30, 2008 does not include the effects of options to purchase approximately 1.7 million shares of the total 3.2 million options outstanding, due to the options’ exercise prices being greater than the average market price of the Company's common shares during the period.
2. | Income Taxes |
The provision for income taxes is calculated at normal Federal and State rates for the three month periods ended September 30, 2008 and 2007.
In June 2006, the Financial Accounting Standards Board (“FASB”) issued Interpretation No. 48, “Accounting for Uncertainty in Income Taxes-an Interpretation of FASB Statement No. 109” (“FIN 48”). FIN 48 prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. The Company adopted FIN 48 effective July 1, 2007 and determined the adoption to have no effect on results of operations or financial position at or for the three month period ended September 30, 2008. The Company will record any future penalties and tax related interest expense as a component of provision for income taxes.
The Company accounts for income taxes in accordance with SFAS No. 109, Accounting for Income Taxes. Under this method, deferred tax liabilities and assets are determined based on the difference between the financial statement and tax bases of assets and liabilities using the enacted tax rates in effect for the period in which the differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance when the Company cannot make the determination that it is more likely than not that some portion or all of the related tax asset will be realized.
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3. | Commitments and Contingencies |
The Company leases office space and certain equipment under non-cancelable operating leases that expire at various dates through May 2012. The leases require fixed escalations and payment of property taxes, insurance and maintenance costs.
The future minimum rental commitments under operating leases are as follows:
Fiscal year ending June 30, | Minimum Rental Commitments | |||
2009 | $ | 218,749 | ||
2010 | 174,721 | |||
2011 | 115,681 | |||
2012 | 7,482 | |||
2013 | - | |||
$ | 516,633 |
Rent expense, included in general and administrative expenses, under all operating leases totaled approximately $72,000 and $65,000 for the three months ended September 30, 2008 and 2007, respectively.
On October 31, 2008, Comtex News Network, Inc. (the “Company”) entered into a new employment agreement (the “Agreement”) with its President and Chief Executive Officer, Mr. Chip Brian, (the “Officer”). The Agreement is for a two-year term, effective October 1, 2008, and may be extended by written agreement between the parties. The Officer will receive an annual base salary of $235,000, to be increased to $250,000 on October 1, 2009. The Officer is eligible for annual and incentive bonuses, and is eligible to participate in Company-sponsored employee benefit plans.
The Officer currently owns an option to purchase Seven Hundred Fifty Thousand shares of Company common stock (“Option”) granted under the Company’s option plans, the exercise price of which is higher than the current trading price of the Company’s shares. Officer has agreed to forfeit said Option in exchange for a grant of Five Hundred Thousand (500,000) shares of unregistered Company common stock, par value $0.01, all of which was effective as of October 31, 2008.
Under the Agreement, upon the Officer’s termination for any reason other than for cause or voluntarily by the Officer without good reason during the one-year period subsequent to an occurrence of a change in control (as defined in the Agreement), the Company shall pay the Officer a cash lump sum equal to the greater of his annual base salary or the remainder of the term of the Agreement. The Agreement also contains non-competition and non-solicitation provisions.
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On April 15, 2004, the Company’s former Chairman/CEO and President, both of whom resigned on February 5, 2004, filed separate demands for arbitration against the Company related to the terms of their employment agreements. The demands alleged breaches of the employment agreements and requested payment of approximately $129,000 to the former employees. On August 8, 2006, an arbitrator denied the former President’s claim, awarding only a bonus, vacation pay and certain previously granted options, none of which was in dispute. On September 26, 2007, a different arbitrator denied all of the former Chairman/CEO’s claims, and instructed the former Chairman/CEO to pay Comtex half of the fees charged by the American Arbitration Association pertaining to the arbitration. The Company received partial payment and is currently pursuing collection of the remaining balance due to it by the former Chairman/CEO. The Company had accrued approximately $61,000 in expenses in previous periods, which were reversed in the fiscal year ended June 30, 2008 and recorded as a reduction of general and administrative expenses.
4. | Subsequent Events |
Effective October 30, 2008, the statute of limitations expired on an accrued liability to a vendor that ceased independent operations through a bankruptcy proceeding. The court did not request payment. Consequently, the Company expects to realize approximately $138,000 of reduction in expense during the second quarter due to the extinguishment of this liability.
Item 2.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion of our financial condition and results of operations should be read in conjunction with the financial statements and the related notes included elsewhere in this Form 10-Q and the financial statements and related notes and Management's Discussion and Analysis of Financial Condition and Results of Operations included in our annual report on Form 10-KSB for the fiscal year ended June 30, 2008 filed with the Securities and Exchange Commission on September 29, 2008. Historical results and percentage relationships among any amounts in the interim condensed Financial Statements are not necessarily indicative of trends in operating results for any future period.
Forward-looking Statements
This Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These statements are subject to a variety of risks and uncertainties, many of which are beyond our control, which could cause actual results to differ materially from those contemplated in these forward-looking statements. These forward-looking statements may be identified by reference to a future period by use of forward-looking terminology such as “anticipate,” “expect,” “could,” “intend,” “may” and other words of a similar nature. In particular, the risks and uncertainties include those described in our annual report on Form 10-KSB for the fiscal year ended June 30, 2008 and in other periodic Securities and Exchange Commission filings. These risks and uncertainties include, among other things, the fact that Comtex is in a highly competitive industry subject to rapid technological, product and price changes; the consolidation of the Internet news market; competition within our markets; the financial stability of our customers; maintaining a secure and reliable news-delivery network; maintaining relationships with key content providers; attracting and retaining key personnel; the volatility of our common stock price; successful marketing of our services to current and new customers; the overall volatility of the economy and equity markets; and operating expense control.
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Existing and prospective investors are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. We undertake no obligation to update or revise the information contained in this Form 10-Q, whether as a result of new information, future events or circumstances or otherwise.
RESULTS OF OPERATIONS
Comparison of the three months ended September 30 , 2008 to the three months ended September 30, 2007
During the three months ended September 30, 2008, we reported net income of approximately $25,000 compared to a net income of approximately $242,000 for the three months ended September 30, 2007. The decrease in net income for the three months ended September 30, 2008 compared to the net income for the three months ended September 30, 2007 was primarily due to the realization of approximately $181,000 of prior years revenue from a customer as a result of an internal audit by the customer during the three months ended September 30, 2007. Also included in the net income for the three months ended September 30, 2007 was the reversal of accrued expenses related to a legal settlement of approximately $61,000.
During the three months ended September 30, 2008, revenues were approximately $1,662,000 or approximately $193,000 (10.4%) less than the revenues of $1,856,000 for the three months ended September 30, 2007. The decrease was primarily due to the realization of approximately $181,000 of prior years revenue from a customer in the three months ended September 30, 2007 and the consolidations of database customers.
Our cost of revenues consisted primarily of content license fees and royalties to information providers, amortization expense on our production software, and data communication costs for the delivery of our products to customers. The cost of revenues for the three months ended September 30, 2008 was approximately $642,000 or approximately $70,000 (9.9%) less than the cost of revenues of $712,000for the three months ended September 30, 2007. The decreased costs were primarily due to decreased royalty usage fees and reduced fixed costs associated with certain content providers.
Gross profit for the three months ended September 30, 2008 was approximately $1,021,000 or approximately $123,000 (10.8%) less than the gross profit of $1,144,000 for the same period in the prior year. The gross profit as a percentage of revenue for the three months ended September 30, 2008 and September 30, 2007 were approximately 61.4% and approximately 61.6%, respectively.
Total operating expenses for the three months ended September 30, 2008 were approximately $989,000 representing an approximate $153,000 (18.3%) increase in operating expenses of $836,000 from the three months ended September 30, 2007. The increase in expenses resulted primarily from an increase in salaries and related expenses, mainly in our technology and sales staff.
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Technical operations and support expenses during the three months ended September 30, 2008 increased to approximately $405,000, which was approximately $75,000 (22.8%) greater than the $330,000 for the three months ended September 30, 2007. The increase was primarily due to increased personnel and related expenses. This increase in personnel cost was slightly offset by a reduction in outside consulting expenses.
Sales and marketing expenses increased by approximately $72,000 (59.1%) to approximately $193,000 for the three months ended September 30, 2008 compared to $121,000 for the three months ended September 30, 2007. The increase was mainly due to the expansion of our sales and marketing team.
General and administrative expenses for the three months ended September 30, 2008 decreased approximately $8,000 (2.1%), to approximately $362,000, from G&A expenses of $370,000 for the comparable quarter of the prior year. The decrease was primarily attributable to a decrease in other professional and legal fees due to the settlement of an outstanding arbitration with the Company’s former CEO and a decrease in public accounting fees, offset by an increase in salaries and related expenses.
Depreciation and amortization expenses for the three months ended September 30, 2008 increased approximately $14,000 (92.7%) to approximately $29,000 from $15,000 for the same period in the prior year. The increase was due primarily to the implementation of equipment upgrades planned in the Company’s capital budget.
Other income (expense), net, for the three months ended September 30, 2008 was approximately $6,000, compared to approximately ($61,000) for the three months ended September 30, 2007. The increase in net other income was primarily due to the securities loss recognized in the three months ended September 30, 2007.
FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES
For the three months ended September 30, 2008, we had operating income of approximately $31,000 and net income of approximately $25,000. At September 30, 2008, we had working capital of approximately $1,440,000, compared to working capital of approximately $1,388,000 at June 30, 2008. We had total stockholders’ equity of approximately $1,851,000 and $1,826,000 at September 30, 2008 and June 30, 2008, respectively. The increase in stockholders’ equity was primarily due to $25,000 in net income for the three months ended September 30, 2008.
We had cash and cash equivalents of approximately $1,611,000 at September 30, 2008, compared to approximately $1,521,000 of cash at June 30, 2007. For the three months ended September 30, 2008, the Company had an increase of approximately $90,000 in cash and cash equivalents.
We made capital expenditures of approximately $3,000 for computer upgrades during the three months ended September 30, 2008, compared to none for the three months ended September 30, 2007.
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The Company’s future contractual obligations and commitments as of September 30, 2008 are as follows:
Contractual Obligations | ||||||||||||||||||||||||
FY 2009 | FY 2010 | FY 2011 | FY 2012 | FY 2013 | Total | |||||||||||||||||||
Operating Leases | $ | 218,749 | $ | 174,721 | $ | 115,681 | $ | 7,482 | $ | 0 | $ | 516,633 |
Currently we are dependent on our cash reserves to fund operations. We have the option available to use accounts receivable financing through a bank. Although we recorded net income for the quarter ended September 30, 2008 of approximately $25,000 compared to net income of $242,000 for the prior year period, when prior period revenues and accrual reversals are excluded, our net income remained fairly consistent compared to the first three months of the prior fiscal year. Considering the probable erosion of revenue due to the current market conditions, without an infusion of capital, the Company is at risk of being unable to generate sufficient liquidity to meet its obligations. The Company will utilize its bank financing agreement, should the need arise, to meet its liquidity needs. Further corporate consolidation or sustained market deterioration affecting our customers could impair our ability to generate such revenues. No assurance may be given that we will be able to maintain the revenue base or the profitable operations that may be necessary to achieve our liquidity needs.
EBITDA, as defined below, was approximately $61,000 for the three months ended September 30, 2008 compared to EBITDA of approximately $331,000 for the three months ended September 30, 2007. The decrease in EBITDA during the three months ended September 30, 2008 compared to the three-month period in the prior year was due to the collection and recognition of revenue from prior periods and the reversal of accrued expense related to a legal settlement discussed earlier in the report.
The table below shows the reconciliation from net income to EBITDA (in thousands);
Three Months | ||||||||
Ended September 30, | ||||||||
2008 | 2007 | |||||||
Reconciliation to EBITDA: | ||||||||
Net Income | $ | 25 | $ | 242 | ||||
Stock-Based Compensation | - | 3 | ||||||
Depreciation and Amortization | 29 | 21 | ||||||
Interest/Other Expenses, net | (5 | ) | 61 | |||||
Income Taxes, net | 12 | 4 | ||||||
EBITDA | $ | 61 | $ | 331 |
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EBITDA consists of earnings before stock-based compensation, interest expense, interest and other income, unrealized and realized gains (losses) in marketable securities, income taxes, and depreciation and amortization. EBITDA does not represent funds available for management's discretionary use and is not intended to represent cash flow from operations. EBITDA should also not be construed as a substitute for operating income or a better measure of liquidity than cash flow from operating activities, which are determined in accordance with U.S. generally accepted accounting principles. EBITDA excludes components that are significant in understanding and assessing our results of operations and cash flows. In addition, EBITDA is not a term defined by U.S. generally accepted accounting principles, and as a result, our measure of EBITDA might not be comparable to similarly titled measures used by other companies.
However, we believe that EBITDA is relevant and useful information, which is often reported and widely used by analysts, investors and other interested parties in our industry. Accordingly, we are disclosing this information to permit a more comprehensive analysis of our operating performance, as an additional meaningful measure of performance and liquidity, and to provide additional information with respect to our ability to meet future debt service, capital expenditure and working capital requirements. See the condensed financial statements and notes thereto contained elsewhere in this report for more detailed information.
Item 3.
Quantitative and Qualitative Disclosure About Market Risk
Not applicable to smaller reporting companies.
Item 4.
CONTROLS AND PROCEDURES
The Company’s Chief Executive Officer and Principal Accounting Officer have concluded, based on their evaluation as of the end of the period covered by this report, that the Company’s disclosure controls and procedures (as defined in Securities Exchange Act Rules 13a-15(e) and 15d-15(e)) are effective to ensure that information required to be disclosed in the reports that the Company files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms. There have been no significant changes during the last fiscal quarter that have materially affected, or are reasonably likely to materially affect, the Company’s internal controls over financial reporting.
Part II. Other Information
Item 1. Legal Proceedings
On April 15, 2004, the Company’s former Chairman/CEO and President, both of whom resigned on February 5, 2004, filed separate demands for arbitration against the Company related to the terms of their employment agreements. The demands alleged breaches of the employment agreements and requested payment of approximately $129,000 to the former employees. On August 8, 2006, an arbitrator denied the former President’s claim, awarding only a bonus, vacation pay and certain previously granted options, none of which was in dispute. On September 26, 2007, a different arbitrator denied all of the former Chairman/CEO’s claims, and instructed the former Chairman/CEO to pay Comtex half of the fees charged by the American Arbitration Association pertaining to the arbitration. The Company received partial payment and is currently pursuing collection of the remaining balance due to it by the former Chairman/CEO. The Company had accrued approximately $61,000 in expenses in previous periods, which were reversed in the first quarter of fiscal 2008 and recorded as a reduction of general and administrative expenses.
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Item 1A. | Risk Factors. |
Risk factors that may affect future results were discussed in the Company’s 2008 Annual Report on Form 10-K. The Company’s evaluation of its risk factors has not changed materially since June 30, 2008
Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | |
None. | ||
Item 3. | Defaults Upon Senior Securities | |
None. | ||
Item 4. | Submission of Matters to a Vote of Security Holders | |
None. | ||
Item 5. | Other Information | |
None. | ||
Item 6. | Exhibits | |
10.1 | Employment Agreement with Mr. Chip Brian effective October 1, 2008 | |
31.1 | Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |
31.2 | Certification of Principal Financial and Accounting Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |
32.1 | Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | |
32.2 | Certification of Principal Financial and Accounting Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
COMTEX NEWS NETWORK, INC. | |||
(Registrant) | |||
November 12, 2008 | By: | /s/ Chip Brian | |
Chip Brian | |||
President and Chief Executive Officer | |||
(Principal Executive Officer) | |||
November 12, 2008 | By: | /s/ Paul Sledz | |
Paul Sledz | |||
Corporate Controller & Treasurer | |||
(Principal Financial and Accounting Officer) |
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