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 December 31, 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 February 12, 2002, 10,565,741 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
Consolidated Balance Sheets 3
as of December 31, 2001 (unaudited)
and June 30, 2001
Consolidated Statements of Operations 4
for the Three and Six Months Ended
December 31, 2001 and 2000 (unaudited)
Consolidated Statements of Cash Flows 5
for the Six Months Ended
December 31, 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 14
Part II Other Information:
Item 1. Legal Proceedings 14
Item 2. Changes in Securities and Use of Proceeds 15
Item 3. Defaults Upon Senior Securities 15
Item 4. Submission of Matters to a Vote of Security Holders 15
Item 5. Other Information 15
Item 6. Exhibits and Reports on Form 8-K 15
SIGNATURES 16
COMTEX NEWS NETWORK, INC.
CONSOLIDATED BALANCE SHEETS
December 31, June 30,
2001 2001
---------------- ---------------
(Unaudited)
ASSETS
CURRENT ASSETS
Cash and Cash Equivalents $ 789,208 $ 367,493
Accounts Receivable, Net of Allowance of
approximately $526,000 and $554,000
at December 31, 2001 and June 30, 2001,
respectively 1,222,640 1,897,983
Prepaid Expenses and Other Current Assets 307,978 367,112
---------------- ---------------
TOTAL CURRENT ASSETS 2,319,826 2,632,588
PROPERTY AND EQUIPMENT, NET 3,547,654 3,730,653
DEPOSITS AND OTHER ASSETS 181,295 201,802
---------------- ---------------
TOTAL ASSETS $ 6,048,775 $ 6,565,043
================ ===============
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts Payable and Accrued Expenses $ 1,836,296 $ 2,501,834
---------------- ---------------
TOTAL CURRENT LIABILITIES 1,836,296 2,501,834
LONG-TERM LIABILITIES:
Long-Term Note Payable - Affiliate 941,954 953,954
---------------- ---------------
TOTAL LONG-TERM LIABILITIES 941,954 953,954
---------------- ---------------
TOTAL LIABILITIES 2,778,250 3,455,788
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY
Common Stock, $0.01 Par Value - Shares Authorized:
18,000,000; Shares issued and outstanding:
10,565,691 and 10,191,373, respectively 105,657 101,914
Additional Capital 11,952,632 11,867,469
Accumulated Deficit (8,787,764) (8,860,128)
---------------- ---------------
TOTAL STOCKHOLDERS' EQUITY 3,270,525 3,109,255
---------------- ---------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 6,048,775 $ 6,565,043
================ ===============
The accompanying "Notes to Financial Statements"
are an integral part of these financial statements.
COMTEX NEWS NETWORK, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
Three months ended Six months ended
December 31, December 31,
-------------------------- ---------------------------
2001 2000 2001 2000
-------------------------- ---------------------------
Revenues $ 3,197,808 $4,324,648 $6,661,859 $8,485,745
Cost of Revenues 998,790 1,155,932 2,076,989 2,316,152
------------ ----------- ------------ ------------
Gross Profit 2,199,018 3,168,716 4,584,870 6,169,593
Operating Expenses
Technical Operations & Support 572,856 922,554 1,123,413 1,682,499
Product Development 84,348 126,797 202,804 267,102
Sales and Marketing 301,576 765,515 690,974 1,394,092
General and Administrative 936,558 1,058,139 1,898,437 1,909,819
Stock-based Compensation 6,678 314,600
- -
Depreciation and Amortization 279,476 180,886 548,452 314,318
------------ ----------- ------------ ------------
Total Operating Expenses 2,174,814 3,053,891 4,470,758 5,882,430
Operating Income 24,204 114,825 114,112 287,163
Other(Expense)/Income
Interest Expense (23,424) (24,374) (47,123) (50,736)
Interest Income/Other 2,187 21,937 5,800 50,377
------------ ----------- ------------ ------------
Other(Expense)/Income, net (21,237) (2,437) (41,323) (359)
------------ ----------- ------------ ------------
Income Before Income Taxes 2,967 112,388 72,789 286,804
Income Taxes 425 1,225
- -
------------ ----------- ------------ ------------
Net Income $ 2,967 $ 112,388 $ 72,364 $ 285,579
============ =========== ============ ============
Basic Earnings Per Common Share $ 0.0003 $ 0.01 $ 0.01 $ 0.03
============ =========== ============ ============
Weighted Average Number of Common
Shares 10,445,112 9,982,881 10,321,979 9,975,516
============ =========== ============ ============
Diluted Earnings Per Common Share $ 0.0002 $ 0.01 $ 0.01 $ 0.02
============ =========== ============ ============
Weighted Average Number of Shares
Assuming Dilution 12,924,521 13,814,914 12,988,321 13,800,207
============ =========== ============ ============
The accompanying "Notes to Financial Statements"
are an integral part of these financial statements.
COMTEX NEWS NETWORK, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
Six Months Ended
December 31,
-----------------------------
2001 2000
------------ ------------
Cash Flows from Operating Activities:
Net Income $ 72,364 $ 285,579
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and Amortization Expense 548,452 314,318
Bad Debt Expense 299,574 284,350
Stock Based Compensation 6,678 314,600
Changes in Assets and Liabilities:
Accounts Receivable 375,769 (755,061)
Prepaid Expenses and Other Current Assets 59,134 (165,754)
Deposits and Other Long Term Assets 20,507 (153,748)
Accounts Payable and Accrued Expenses (665,538) 532,450
------------- ------------
Net Cash provided by Operating Activities 716,940 656,734
Cash Flows from Investing Activities:
Purchases of Property and Equipment (365,453) (1,530,501)
------------ ------------
Net Cash used in Investing Activities (365,453) (1,530,501)
Cash Flows from Financing Activities:
Repayments on Notes Payable (12,000) (75,000)
Issuance of Stock under Employee Stock Purchase Plan 17,964 43,478
Exercise of Stock Options 64,264 5,174
------------ ------------
Net Cash provided by/(used in) Financing Activities 70,228 (26,348)
------------ ------------
Net Increase/(Decrease) in Cash and Cash Equivalents 421,715 (900,115)
Cash and Cash Equivalents at Beginning of Period 367,493 1,655,222
------------ ------------
Cash and Cash Equivalents at End of Period $ 789,208 $ 755,107
============ =============
The accompanying "Notes to Financial Statements"
are an integral part of these financial statements.
COMTEX NEWS NETWORK, INC.
NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
December 31, 2001
1. Basis of Presentation
The accompanying interim consolidated financial statements
of COMTEX News Network, Inc. (the "Company" or "COMTEX") and its
wholly-owned subsidiary, nFactory COMTEX, S.L., 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
an adjustment to the quarter ended September 30, 2000, of
approximately $315,000 in stock-based compensation pursuant to
the transfer of options by the Chairman of the Board of Directors
to certain members of management. This adjustment resulted in a
reduction in operating income, net income and retained earnings
of the same amount. Basic earnings per share and diluted earnings
per share were reduced by 3 cents and 2 cents, respectively, for
the six months ended December 31, 2000.
Certain amounts for the three and six months ended December
31, 2000 have been reclassified to conform to the presentation of
the three and six months ended December 31, 2001.
2. Net Income per Share
The following table sets forth the computation of basic and diluted
earnings per share:
Three Months Ended Six Months Ended
December 31, December 31,
2001 2000 2001 2000
------------ ---------- ----------- ------------
Numerator:
Net Income $ 2,967 $ 112,388 $ 72,364 $ 285,579
============ ========== =========== ============
Denominator:
Denominator for basic earnings
per share - weighted average
shares 10,445,112 9,982,881 10,321,979 9,975,516
Effect of dilutive securities:
Stock Options 2,479,409 3,523,189 2,666,342 3,718,063
------------ ---------- ----------- ------------
Denominator for diluted
earnings per share 12,924,521 13,814,914 12,988,321 13,800,207
============ ========== =========== ============
Basic Earnings Per Share $ .0003 $ .01 $ .01 $ .03
Diluted Earnings Per Share $ .0002 $ .01 $ .01 $ .02
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 breach of contract 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 Company
is seeking damages in the range of $1,000,000 to $16,000,000.
The suit is captioned Comtex News Network, Inc. v. Infospace,
Inc. Case Number CV01-1108-A.
On August 13, 2001, Infospace filed an Answer and Counterclaim
alleging that 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. The Parties are preparing for
a March 2002 trial date in the Eastern District of Virginia.
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 filed with the Securities and
Exchange Commission on September 28, 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;
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; and
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 December 31, 2001 to the
three months ended December 31, 2000
During the three months ended December 31, 2001, we earned
operating income of approximately $24,000, compared to operating
income of approximately $115,000 during the three months ended
December 31, 2000. We reported net income of approximately
$3,000 during the three months ended December 31, 2001, compared
to net income of approximately $112,000 for the three months
ended December 31, 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 in revenues was partially offset by a
decrease in total operating expenses. In addition, COMTEX'
wholly-owned subsidiary, nFactory COMTEX, S.L., began operations
in the second quarter, resulting in expenses to the Company to
fund the subsidiary's operations.
Revenues consist primarily of royalty revenues and fees from
the licensing of content products to information distributors.
During the three months ended December 31, 2001, total revenues
were approximately $3,198,000, or approximately $1,126,000 (26%)
less than the total revenues for the three months ended December
31, 2000. The decline in revenues was due to the loss of
revenues from the Company's existing customer base: many of
these customers, primarily in the Internet and personal investor
markets, declared bankruptcy or were unable to obtain funding and
remain in business. Further, our revenues from new customers
were less than the revenues generated from new customers in the
prior year's quarter.
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
December 31, 2001 was approximately $999,000 or approximately
$157,000 (14%) less than the cost of revenues for the three
months ended December 31, 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 required minimum fees paid by the Company to some
information providers that cause royalties, as a percentage of
revenues, to fail to reflect the changes in revenues.
The gross profit for the three months ended December 31,
2001 was approximately $2,199,000 or approximately $970,000 (31%)
less than the gross profit for the same period in the prior year.
The gross profit percentage declined for the three months ended
December 31, 2001 to approximately 69% from approximately 73% for
the three months ended December 31, 2000. The decline is due to
the fact that the required minimum royalties the Company paid to
certain information providers exceeded the royalties earned by
those information providers during the period.
Total operating expenses for the three months ended December 31,
2001 were approximately $2,175,000, representing an approximately
$879,000 (29%) decrease in operating expenses over the three
months ended December 31, 2000. The decrease in operating
expenses is due to 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 legal fees,
consulting activities to explore new business opportunities and
an increase in depreciation and amortization expense.
Technical operations and support expenses during the three
months ended December 31, 2001 decreased approximately $350,000
(38%) from these expenses in the three months ended December 31,
2000. The decrease in expense resulted from a decrease in
personnel, computer parts and consulting expenses.
Product development expenses decreased by approximately
$42,000 (33%) for the three months ended December 31, 2001
compared to the three months ended December 31, 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
$464,000 (61%) for the three months ended December 31, 2001
compared to the three months ended December 31, 2000. This
decrease is the result of reductions in personnel, advertising
and promotional activities and public relations expenses compared
to the same quarter in the previous year, as well as decreased
sales commissions. In addition, travel and entertainment costs
were significantly lower in the current quarter than the previous
year's quarter.
General and administrative expenses for the three months
ended December 31, 2001 were approximately $122,000 (11%) less
than these expenses during the three months ended December 31,
2000. This decrease in expenses resulted from decreases in
personnel and related costs including recruiting and office
supplies. The decreases were partially offset by increases in
consulting activities aimed at exploring new business
opportunities and legal fees for litigation issues.
Depreciation and amortization expense for the three months ended
December 31, 2001 was approximately $99,000 (55%) 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 in the spring of 2001 and increased capital expenditures
related to increasing the capacity and redundancy of the
production systems over the past twelve months.
Other income for the three months ended December 31, 2001
decreased approximately $19,000, or 771%, compared to the three
months ended December 31, 2000. The decrease was due to reduced
interest earned on decreased cash balances.
Comparison of the six months ended December 31, 2001 to the six
months ended December 31, 2000
During the six months ended December 31, 2001, we earned
operating income of approximately $114,000, compared to operating
income of approximately $287,000 during the six months ended
December 31, 2000. We reported net income of approximately
$72,000 during the six months ended December 31, 2001, compared
to net income of approximately $286,000 for the six months ended
December 31, 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 six months ended December 31, 2001, total revenues
were approximately $6,662,000 or approximately $1,824,000 (21%)
less than the total revenues for the six months ended December
31, 2000. The decline in revenues was due to the loss of revenues
from the Company's existing customer base: many of these
customers, primarily in the Internet and personal investor
markets, declared bankruptcy or were unable to obtain funding and
remain in business. In addition, the revenues from new
customers in the current six month period were less than the
revenues generated from new customers in the prior six month
period.
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 six months ended
December 31, 2001 was approximately $2,077,000 or approximately
$239,000 (10%) less than the cost of revenues for the six months
ended December 31, 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 required
minimum fees paid by the Company to information providers that
cause royalties, as a percentage of revenue, to fail to reflect
the changes in revenues.
The gross profit for the six months ended December 31, 2001
was approximately $4,585,000 or approximately $1,585,000 (26%)
less than the gross profit for the same period in the prior year.
The gross profit percentage declined for the six months ended
December 31, 2001 to approximately 69% from approximately 73% for
the six months ended December 31, 2000. The decline is due to the
fact that the required minimum royalties paid by the Company to
certain information providers exceeded the royalties earned by
those information providers during the period.
Total operating expenses for the six months ended December 31,
2001 were approximately $4,471,000, representing an approximately
$1,412,000 (24%) decrease in operating expenses over the six
months ended December 31, 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 aimed at exploring new business opportunities,
increased legal fees and an increase in depreciation and
amortization expense.
Technical operations and support expenses during the six
months ended December 31, 2001 decreased approximately $559,000
(33%) from these expenses in the six months ended December 31,
2000. This decrease resulted from a decrease in personnel,
computer parts, travel and consulting expenses. The decrease in
expense also includes an adjustment to software expense related
to the return of certain software and renegotiated license fees.
Product development expenses decreased by approximately
$64,000 (24%) for the six months ended December 31, 2001 compared
to the six months ended December 31, 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
$703,000 (50%) for the six months ended December 31, 2001
compared to the six months ended December 31, 2000. This
decrease is the result of a reduction in personnel, decreased
advertising, promotional activities, public relations expenses
and decreased sales commissions. In addition, travel,
entertainment and conference costs were significantly lower in
the current period than the previous year's period.
General and administrative expenses for the six months ended
December 31, 2001 were approximately $11,000 (1%) less than these
expenses during the six months ended December 31, 2000. This
decrease in expenses resulted from decreases in personnel and
related costs including recruiting, employee relations and office
supplies. The decreases were partially offset by increases in
consulting activities to explore new business opportunities, in
legal fees for litigation issues and SEC filings, and 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.
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
six months ended December 31, 2001, compared to approximately
$315,000 for the six months ended December 31, 2000. The
decrease in stock-based compensation is a result of the decrease
in the fair market value of our common stock at the dates of
transfer.
Depreciation and amortization expense for the six months ended
December 31, 2001 was approximately $234,000 (74%) 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 in the spring of 2001 and increased capital
expenditures related to increasing the capacity and redundancy of
the production systems over the past twelve months.
Other income for the six months ended December 31, 2001 decreased
approximately $41,000 compared to the six months ended December
31, 2000. This decrease was due to reduced interest earned on
decreased cash balances.
FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES
For the six months ended December 31, 2001, our operations
produced operating income of approximately $114,000 and net
income of approximately $72,000. At December 31, 2001, we had
working capital of approximately $484,000, as compared with
working capital of approximately $131,000 at June 30, 2001. The
increase in working capital was due primarily to the use of cash
provided by operating activities to reduce accounts payable and
accrued expenses. We had net stockholders' equity of
approximately $3,271,000 at December 31, 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, the issuance of stock under the
Employee Stock Purchase Plan and the retention of net income earned
during the six months ended December 31, 2001.
For the six months ended December 31, 2001, operating activities
generated approximately $717,000 in cash. We had cash of
approximately $789,000 at December 31, 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 $365,000 in
the six months ended December 31, 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.
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, as published in
the Wall Street Journal, 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
("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.
During the second quarter of FY 2002, our wholly owned
subsidiary, nFactory COMTEX, S.L., located in Madrid, Spain,
began operations. The subsidiary was formed to expand our
operations throughout Europe. The management agreement between
COMTEX and the subsidiary provides that COMTEX will pay to the
subsidiary a monthly payment based on revenues, but in no event
less than $15,000, for sales and customer support activities.
During the period ended December 31, 2001, COMTEX paid $105,000
for those services. The financial statements included with this
Form 10-Q present the consolidated financial results of COMTEX
and its subsidiary.
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 27% to $669,000
for the six months ended December 31, 2001 compared to $916,000
for the six months ended December 31, 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, the Company filed a breach of
contract 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 Company is seeking damages in the range
of $1,000,000 to $16,000,000. The suit is captioned Comtex News
Network, Inc. v. Infospace, Inc. Case Number CV01-1108-A.
On August 13, 2001, Infospace filed an Answer and
Counterclaim alleging that 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. The Parties are
preparing for a March 2002 trial date in the Eastern District of
Virginia.
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
21 Subsidiaries of the Registrant
(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: February 14, 2002 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)