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, 2001 or
___ Transition report pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the period from __________ to ___________
Commission file number 0-10541
COMTEX NEWS NETWORK, INC.
(Exact name of registrant as specified in its charter)
New York 13-3055012
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
4900 Seminary Road
Suite 600
Alexandria, Virginia 22311
(Address of principal executive offices)
(703) 820-2000
Registrant's Telephone number including area code
Former name, former address and former fiscal year, if changed
since last report
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:
Yes X No ___
As of November 12, 2001, 10,437,898 shares of the Common Stock of
the registrant were outstanding.
COMTEX NEWS NETWORK, INC.
TABLE OF CONTENTS
Part I Financial Information: Page No.
Item 1. Financial Statements
Balance Sheets 3
as of September 30, 2001 (unaudited)
and June 30, 2001
Statements of Operations 4
for the Three Months Ended
September 30, 2001 and 2000 (unaudited)
Statements of Cash Flows 5
for the Three Months Ended
September 30, 2001 and 2000 (unaudited)
Notes to Financial Statements 6
Item 2. Management's Discussion and Analysis 8
of Financial Condition and Results
of Operations
Item 3. Quantitative and Qualitative Disclosure
about Market Risk 15
Part II Other Information:
Item 1. Legal Proceedings 15
Item 2. Changes in Securities and Use of Proceeds 16
Item 3. Defaults Upon Senior Securities 16
Item 4. Submission of Matters to a
Vote of Security Holders 16
Item 5. Other Information 16
Item 6. Exhibits and Reports on Form 8-K 16
SIGNATURES 17
COMTEX NEWS NETWORK, INC.
BALANCE SHEETS
September 30, June 30,
2001 2001
-------------- --------------
(Unaudited)
ASSETS
CURRENT ASSETS
Cash and Cash Equivalents $ 371,346 $ 367,493
Accounts Receivable, Net of Allowance of
approximately $489,000 and $554,000
at September 30, 2001 and June 30, 2001, respectively 1,946,343 1,897,983
Prepaid Expenses and Other Current Assets 355,979 367,112
-------------- --------------
TOTAL CURRENT ASSETS 2,673,668 2,632,588
PROPERTY AND EQUIPMENT, NET 3,655,885 3,730,653
DEPOSITS AND OTHER ASSETS 192,487 201,802
-------------- --------------
TOTAL ASSETS $ 6,522,040 $ 6,565,043
============== ==============
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts Payable and Accrued Expenses $ 2,349,493 $ 2,501,834
-------------- --------------
TOTAL CURRENT LIABILITIES 2,349,493 2,501,834
LONG-TERM LIABILITIES:
Long-Term Note Payable - Affiliate 944,954 953,954
-------------- --------------
TOTAL LONG-TERM LIABILITIES 944,954 953,954
-------------- --------------
TOTAL LIABILITIES 3,294,447 3,455,788
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY
Common Stock, $0.01 Par Value - Shares Authorized:
18,000,000; Shares issued and outstanding:
10,415,548 and 10,191,373, respectively 104,156 101,914
Additional Capital 11,914,168 11,867,469
Accumulated Deficit (8,790,731) (8,860,128)
-------------- --------------
TOTAL STOCKHOLDERS' EQUITY 3,227,593 3,109,255
-------------- --------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 6,522,040 $ 6,565,043
============== ==============
The accompanying "Notes to Financial Statements"
are an integral part of these financial statements
3
COMTEX NEWS NETWORK, INC.
STATEMENTS OF OPERATIONS
(UNAUDITED)
Three months ended
September 30,
------------------------------------------
2001 2000
----------------- --------------------
Revenues $ 3,464,051 $ 4,161,097
Cost of Revenues 1,078,199 1,160,221
----------------- --------------------
Gross Profit 2,385,852 3,000,876
Operating Expenses
Technical Operations & Support 550,557 759,945
Product Development 118,456 140,305
Sales and Marketing 389,398 628,577
General and Administrative 961,879 851,680
Stock-based Compensation 6,678 314,600
Depreciation and Amortization 268,976 133,432
----------------- --------------------
Total Operating Expenses 2,295,944 2,828,539
Operating Income 89,908 172,337
Other(Expense)/Income
Interest Expense (23,699) (26,362)
Interest Income/Other 3,613 28,441
----------------- --------------------
Other(Expense)/Income, net (20,086) 2,079
----------------- --------------------
Income Before Income Taxes 69,822 174,416
Income Taxes 425 1,225
----------------- --------------------
Net Income $ 69,397 $ 173,191
================= ====================
Basic Earnings Per Common Share $ .01 $ .02
================= ====================
Weigted Average Number of Common Shares 10,198,846 9,968,150
================= ====================
Diluted Earnings Per Common Share $ .01 $ .01
================= ====================
Weighted Average Number of Shares Assuming Dilution 12,994,747 13,754,506
================= ====================
The accompanying "Notes to Financial Statements"
are an integral part of these financial statements.
4
COMTEX NEWS NETWORK, INC.
STATEMENTS OF CASH FLOWS
(UNAUDITED)
Three Months Ended
September 30,
-------------------------------------
2001 2000
------------- --------------
Cash Flows from Operating Activities:
Net Income $ 69,397 $ 173,191
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and Amortization Expense 268,976 133,432
Bad Debt Expense 184,054 104,350
Stock Based Compensation 6,678 314,600
Changes in Assets and Liabilities:
Accounts Receivable (232,414) (320,864)
Prepaid Expenses and Other Current Assets 11,133 (69,749)
Deposits and Other Long Term Assets 9,315 128,430
Accounts Payable and Accrued Expenses (152,341) 49,772
------------- --------------
Net Cash provided by Operating Activities 164,798 513,162
Cash Flows from Investing Activities:
Purchases of Property and Equipment (194,208) (708,956)
------------- --------------
Net Cash used in Investing Activities (194,208) (708,956)
Cash Flows from Financing Activities:
Repayments on Notes Payable (9,000) (66,000)
Exercise of Stock Options 42,263 173
------------- --------------
Net Cash provided by/(used in) Financing Activities 33,263 (65,827)
------------- --------------
Net Increase/(Decrease) in Cash and Cash Equivalents 3,853 (261,621)
Cash and Cash Equivalents at Beginning of Period 367,493 1,655,222
------------- --------------
Cash and Cash Equivalents at End of Period $ 371,346 $ 1,393,601
============= ==============
The accompanying "Notes to Financial Statements"
are an integral part of these financial statements
5
COMTEX NEWS NETWORK, INC.
NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
September 30, 2001
1. Basis of Presentation
The accompanying 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 accruals) necessary for a fair
presentation of results for such periods. The results of
operations for any interim period are not necessarily indicative
of results for the full year. The balance sheet at June 30, 2001
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 for complete financial statements. These financial
statements should be read in conjunction with the financial
statements and notes thereto included in the Company's Annual
Report on Form 10-K for the fiscal year ended June 30, 2001
("2001 Form 10-K"), filed with the Securities and Exchange
Commission on September 28, 2001.
In June 2001, the Financial Accounting Standards Board issued
Statements of Financial Accounting Standards No. 141, Business
Combinations, and No. 142, Goodwill and Other Intangible
Assets, effective for fiscal years beginning after December
15, 2001. Under the new rules, goodwill and intangible assets
deemed to have indefinite lives will no longer be amortized
but will be subject to annual impairment tests in accordance
with the Statements. Other intangible assets will continue to
be amortized over their useful lives.
The Company will apply the new rules on accounting for
goodwill and other intangible assets beginning in the first
quarter of fiscal 2003. Application of the non-amortization
provisions of the Statement is not expected to result in a
material change in net income. If necessary, the Company will
perform the first of the required impairment tests of goodwill
and indefinite lived intangible assets as of July 1, 2002, and
has not yet determined what the effect of these tests will be
on the earnings and financial position of the Company.
During the fiscal year ended June 30, 2001, the Company recorded
a prior period adjustment to the quarter ended September 30,
2000, of approximately $315,000 in stock-based compensation. This
adjustment resulted in a reduction in operating income, net
income and retained earnings of the same amount. Both basic
earnings per share and diluted earnings per share were reduced by
3 cents for the quarter ended September 30, 2000.
Certain amounts for the three months ended September 30,
2000, have been reclassified to conform to the presentation of
the three months ended September 30, 2001.
2. Net Income per Share
The following table sets forth the computation of basic and
diluted earnings per share:
Three Months Ended
September 30,
2001 2000
----------- ------------
Numerator:
Net Income $ 69,397 $ 173,191
=========== ============
Denominator:
Denominator for basic earnings per share -
weighted average shares 10,198,846 9,968,150
Effect of dilutive securities:
Stock Options 2,795,901 3,786,356
----------- ------------
Denominator for diluted earnings per share 12,994,747 13,754,506
=========== ============
Basic Earnings Per Share $ .01 $ .02
Diluted Earnings Per Share $ .01 $ .01
3. Income Taxes
The provision for income taxes is limited to the liability for
alternative minimum tax, as the majority of income for Federal
and state tax purposes has been offset by net operating loss and
investment tax credit carryforwards.
4. Commitments and Contingencies
On July 17, 2001, the Company filed a collection action against
Infospace, Inc., a former customer, in the United States District
Court for the Eastern District of Virginia for payments owed
under contracts with the defendant corporation. The suit is
captioned Comtex News Network, Inc. v. Infospace, Inc. Infospace
filed an Answer and Counterclaim alleging Comtex breached its
agreement and seeks damages of $1,000,000 for lost business, loss
of reputation and good will. Comtex intends to vigorously defend
itself against the allegations in the counterclaim.
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-K
for the year ended June 30, 2001. Historical results and
percentage relationships among any amounts in the Financial
Statements are not expected to be 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. In particular, the risks and
uncertainties include those described in our annual report on
Form 10-K for the year ended June 30, 2001 and in other periodic
Securities and Exchange Commission filings. These risks and
uncertainties include, among other things, the following:
o the growth of the Internet news market;
o the effects of competition;
o our ability to maintain our name recognition;
o the financial stability of our customers;
o our ability to manage growth of our operations, both
domestically and internationally;
o our ability to maintain a secure and reliable news-delivery
network;
o our ability to maintain relationships with key content
providers;
o our ability to attract and retain key personnel;
o the volatility of our Common Stock price;
o acquisitions involving us, which may disrupt the business
and be dilutive to our existing stockholders;
o our ability to successfully market our services to current
and new customers;
o our ability to reduce operating expenses;
o our ability to manage and grow our business in markets
impacted by terrorist activities.
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, 2001 to the
three months ended September 30, 2000
During the three months ended September 30, 2001 we earned
operating income of approximately $90,000, compared to operating
income of approximately $172,000 during the three months ended
September 30, 2000. We reported net income of approximately
$69,000 during the three months ended September 30, 2001,
compared to net income of approximately $173,000 for the three
months ended September 30, 2000. As discussed below, the decline
in operating income and net income is due primarily to a decrease
in gross revenues and partially to a decrease in gross profit
margins. The decline was partially offset by a decrease in total
operating expenses.
Revenues consist primarily of royalty revenues and fees from
the licensing of content products to information distributors.
During the three months ended September 30, 2001, total revenues
were approximately $3,464,000 or approximately $697,000 (17%)
less than the total revenues for the three months ended September
30, 2000. Our revenues from new customers were partially offset
by a decline in revenues from existing customers. Many of these
customers were in the Internet and personal investor markets who
declared bankruptcy or who were unable to obtain funding and
remain in business.
Our cost of revenues consists primarily of content license
fees and royalties to information providers, as well as data
communication costs for the delivery of our products to
customers. The cost of revenues for the three months ended
September 30, 2001 was approximately $1,078,000 or approximately
$82,000 (7%) less than the cost of revenues for the three months
ended September 30, 2000. The decrease in cost is primarily due
to the decrease in content royalties based on decreased revenues
for the period. The decrease is partially offset by minimum fees
to information providers that cause royalties not to mirror the
changes in revenues.
The gross profit for the three months ended September 30,
2001 was approximately $2,386,000 or approximately $615,000 (20%)
less than the gross profit for the same period in the prior year.
The gross profit percentage declined for the three months ended
September 30, 2001 to approximately 69% from approximately 72%
for the three months ended September 30, 2000. The decline is
related to the required minimum royalties paid to certain
information providers exceeding the earned royalties as a
percentage of revenue.
Total operating expenses for the three months ended September 30,
2001 were approximately $2,296,000, representing an approximately
$533,000 (19%) decrease in operating expenses over the three
months ended September 30, 2000. The decrease in operating
expenses is due to a decrease in stock-based compensation, as
well as reductions in personnel across all departments and
reduced sales and marketing related expenses. These expense
reductions were implemented in response to the loss of annuity
revenue experienced over the last few quarters. The decrease in
operating expenses was partially offset by increased consulting
activities and expenditures to explore new business
opportunities, additional reserves for doubtful accounts and an
increase in depreciation and amortization expense.
Technical operations and support expenses during the three
months ended September 30, 2001 decreased approximately $209,000
(28%) from these expenses in the three months ended September 30,
2000. This decrease includes an adjustment to software expense
related to the return of certain software and renegotiated
license fees. The decrease in expense also resulted from a
decrease in personnel, computer parts and consulting expenses.
Product development expenses decreased by approximately
$22,000 (16%) for the three months ended September 30, 2001
compared to the three months ended September 30, 2000. This
decrease is the result of fewer personnel in this department.
Product development activities include quality assurance,
enhancements to our products and the development of proprietary
news products.
Sales and marketing expenses decreased by approximately
$239,000 (38%) for the three months ended September 30, 2001
compared to the three months ended September 30, 2000. This
decrease is the result of a decrease of personnel, decreased
advertising and promotional expenses compared to initial design
and consulting expenses in the same quarter in the previous year
and decreased sales commissions. In addition, travel,
entertainment and conference costs were significantly lower in
the current quarter than the previous year's quarter.
In connection with the transfer of stock options from the
Chairman of the Board of Directors to certain employees, we
recorded stock-based compensation of approximately $7,000 for the
three months ended September 30, 2001, compared to approximately
$315,000 for the three months ended September 30, 2000. The
decrease in stock-based compensation is a result of the decrease
in the fair market value of our common stock at September 30,
2001, compared to September 30, 2000.
General and administrative expenses for the three months
ended September 30, 2001 were approximately $110,000 (13%)
greater than these expenses during the three months ended
September 30, 2000. This increase was due to an increase in our
consulting activities and expenditures to explore new business
opportunities, an increase in legal fees for litigation issues
and SEC filings, and an increase in Board of Directors fees
related to additional meetings. Also, we recorded additional
reserves for doubtful accounts related to the significant number
of customer cancellations due to their lack of funding or failed
businesses. The increases in these costs were partially offset
by decreases in personnel and related costs including recruiting,
office moving costs and office supplies.
Depreciation and amortization expense for the three months ended
September 30, 2001 was approximately $136,000 (102%) higher than
the expense during the same period in the prior year. The
increase was due to the deployment of upgraded production
software and hardware and increased capital expenditures related
to increasing the capacity and redundancy of the production
systems.
Other income for the three months ended September 30, 2001
decreased approximately $22,000, or 1066%, compared to the three
months ended September 30, 2000 due to reduced interest earned on
decreased cash balances.
FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES
For the three months ended September 30, 2001, our
operations produced operating income of approximately $90,000 and
net income of approximately $69,000. At September 30, 2001, we
had working capital of approximately $324,000, as compared with
working capital of approximately $131,000 at June 30, 2001. The
increase in working capital was due to the use of cash provided
by operating activities to reduce accounts payable and accrued
expenses. We had net stockholders' equity of approximately
$3,228,000 at September 30, 2001, as compared to net
stockholders' equity at June 30, 2001 of approximately
$3,109,000. The increase in stockholders' equity was due to the
exercise of stock options and the retention of net income earned
during the quarter ended September 30, 2001.
For the three months ended September 30, 2001, operating
activities generated approximately $165,000 in cash. We had cash
of approximately $371,000 at September 30, 2001, compared to
approximately $367,000 at June 30, 2001. To date, our operations
have generated cash flow sufficient to cover our expenses.
We made capital expenditures of approximately $194,000 in
the three months ended September 30, 2001, primarily for software
licensing and the development of software for internal use. These
investments improve our product capabilities and reliability, and
our ability to meet future content and client processing
requirements.
We have responded to the loss of customers, primarily due to
failing business models and businesses, bankruptcies or lack of
funding and consolidation within the Internet, Wall Street and
corporate-reseller markets, by appropriate operating expense
reductions and a continuing focus on cost-savings efforts. These
efforts included reductions in force in June and August 2001,
impacting a total of 29 employees, as well as limitations on
discretionary spending.
In June 2001, we obtained a $500,000 line of credit to assist us
with short-term fluctuations in cash flow, if necessary. The
line of credit bears interest at the Prime Rate and expires June
29, 2002. To date we have not used this facility but may do so
in the future.
In August 2001, we signed an amendment to the 10% Senior
Subordinated and Secured Note payable to AMASYS Corporation, or
AMASYS, extending the term of the note from July 1, 2002 to July
1, 2008. Included in the amendment is a provision for AMASYS to
convert all or a portion of the outstanding principal amount,
plus accrued interest, into common stock of COMTEX. The note is
convertible at a price of $1.00 per share, which price increases
by $0.10 upon each anniversary of the amendment.
Currently, our operations generate cash flow sufficient to cover
our expenses and we believe that cash from operations will
provide us with adequate cash resources to meet our obligations
on a short-term basis. Our ability to meet our liquidity needs on
a long- term basis depends upon our ability to generate
sufficient revenues and cash to cover our current obligations and
to pay down our long-term debt obligations. Any further
corporate consolidation or market deterioration affecting our
customers could limit our ability to generate such revenues. No
assurance may be given that we will be able to maintain the
revenue base or the size of profitable operations that may be
necessary to achieve our liquidity needs.
EBITDA, as defined below, decreased approximately 41% to $366,000
for the three months ended September 30, 2001 compared to
$620,000 for the quarter ended September 30, 2000. The decrease
is due to the decrease in revenues and the decrease in gross
profit margin, offset partially by decreased operating expenses,
excluding stock-based compensation, depreciation and
amortization.
EBITDA consists of earnings before interest expense, interest and
other income, income taxes, stock-based compensation,
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 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 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 audited financial statements and notes
thereto contained elsewhere in this report for more detailed
information.
Item 3.
QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK.
None.
Part II. Other Information
Item 1. Legal Proceedings
On July 17, 2001, we filed a collection action against
Infospace, Inc., a former customer, in the United States
District Court for the Eastern District of Virginia for
payments owed under contracts with the defendant
corporation. The suit is captioned Comtex News Network,
Inc. v. Infospace, Inc. Infospace filed an Answer and
Counterclaim alleging we breached our agreement and seeks
damages of $1,000,000 for lost business, loss of reputation
and good will. We intend to vigorously defend ourselves
against the allegations in the counterclaim.
We are also involved in routine legal proceedings
occurring in the ordinary course of business, which in the
aggregate are believed by management to be immaterial to our
financial condition.
Item 2. Changes in 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 and Reports on Form 8-K.
(a) Exhibits
10.1 Extension of Employment Agreement with Charles W.
Terry dated October 1, 2001.
(b) Reports on Form 8-K
None.
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)
Dated: November 14, 2001 By: /S/ CHARLES W. TERRY
Charles W. Terry
President and
Chief Executive Officer
(Principal Executive Officer)
By: /S/ ROBIN Y. DEAL
Robin Y. Deal
Vice President, Finance &
Accounting
(Principal Financial and
Accounting Officer)