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 March 31, 2003 or
___ 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 of (I.R.S.Employer
incorporation or organization) Identification No.)
4900 Seminary Road
Suite 800
Alexandria, Virginia 22311
(Address of principal executive offices)
(703) 820-2000
Registrant's Telephone number, including area code
Not Applicable
(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 ___
Indicate by check mark whether the registrant is an accelerated
filer (as defined in Rule 12b-2 of the Exchange Act). Yes___ No _X_
As of May 13, 2003, 13,226,965 shares of the Common Stock of the
registrant, par value $0.01 per share, 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 March 31, 2003 (unaudited)
and June 30, 2002
Consolidated Statements of Operations 4
for the Three and Nine Months Ended
March 31, 2003 and 2002 (unaudited)
Consolidated Statements of Cash Flows 5
for the Nine Months Ended
March 31, 2003 and 2002 (unaudited)
Notes to Financial Statements 6
Item 2. Management's Discussion and Analysis 9
of Financial Condition and Results
of Operations
Item 3. Quantitative and Qualitative Disclosure
about Market Risk 15
Item 4. Controls and Procedures 15
Part II Other Information:
Item 1. Legal Proceedings 16
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 18
Certifications of Chief Executive Officer
and Chief Financial Officer 19
COMTEX NEWS NETWORK, INC.
CONSOLIDATED BALANCE SHEETS
(Unaudited)
March 31, June 30,
2003 2002
------------- -------------
ASSETS
CURRENT ASSETS
Cash and Cash Equivalents $ 568,039 $ 860,548
Accounts Receivable, Net of Allowance 956,969 1,071,717
of approximately $303,000 and $300,000,
at March 31, 2003 and June 30, 2002,
respectively
Prepaid Expenses and Other Current Assets 88,387 141,673
------------- -------------
TOTAL CURRENT ASSETS 1,613,395 2,073,938
PROPERTY AND EQUIPMENT, NET 2,818,113 3,445,026
DEPOSITS AND OTHER ASSETS 88,025 80,747
------------- -------------
TOTAL ASSETS $ 4,519,533 $ 5,599,711
============= =============
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts Payable and Accrued Expenses $ 1,432,678 $ 2,433,982
Deferred Revenue 105,537 102,987
Capital Lease Obligations, Current 52,743 14,492
------------- -------------
TOTAL CURRENT LIABILITIES 1,590,958 2,551,461
LONG-TERM LIABILITIES:
Capital Lease Obligations, Long-Term 40,309 33,307
Long-Term Note Payable - Affiliate 865,954 914,954
Deferred Rent 66,595 -
------------- -------------
TOTAL LONG-TERM LIABILITIES 972,858 948,261
------------- -------------
TOTAL LIABILITIES 2,563,816 3,499,722
COMMITMENTS AND CONTINGENCIES (Note 4)
STOCKHOLDERS' EQUITY
Common Stock, $0.01 Par Value - 25,000,000 132,270 131,409
Shares Authorized; Shares issued
and outstanding: 13,226,965 and 13,140,893,
respectively
Additional Capital 12,208,113 12,192,973
Accumulated Deficit (10,384,666) (10,221,151)
Foreign Currency Translation Adjustment - (3,242)
------------- -------------
Total Stockholders' Equity 1,955,717 2,099,989
------------- -------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 4,519,533 $ 5,599,711
============= =============
The accompanying "Notes to Consolidated Financial Statements"
are an integral part of these consolidated financial statements
COMTEX NEWS NETWORK, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
Three months ended Nine months ended
March 31, March 31,
--------------------------- ----------------------------
2003 2002 2003 2002
----------- ---------- ------------ ------------
Revenues $ 2,287,394 $ 2,901,678 $ 7,149,016 $ 9,563,537
Cost of Revenues 861,959 1,001,164 2,604,756 3,078,153
----------- ---------- ------------ ------------
Gross Profit 1,425,435 1,900,514 4,544,260 6,485,384
Operating Expenses
Technical Operations & Support 404,173 530,507 1,295,378 1,698,920
Product Development 71,394 82,710 200,130 285,514
Sales and Marketing 216,757 351,370 756,116 1,042,344
General and Administrative 570,175 1,101,204 1,444,867 2,999,641
Stock-based Compensation - - 2,100 6,678
Depreciation and Amortization 303,624 297,583 911,292 801,035
----------- ---------- ------------ ------------
Total Operating Expenses 1,566,123 2,363,374 4,609,883 6,834,132
Operating (Loss) (140,688) (462,860) (65,623) (348,748)
Other (Expense)/Income
Interest Expense (25,441) (23,298) (77,139) (70,421)
Other (Expense)/Income (1,903) 2,488 (20,262) 8,288
----------- ---------- ------------ ------------
Other (Expense)/Income, net (27,344) (20,810) (97,401) (62,133)
(Loss) Before Income Taxes (168,032) (483,670) (163,024) (410,881)
Income Taxes - - 491 425
----------- ---------- ------------ ------------
Net (Loss) $ (168,032) $ (483,670) $ (163,515) $ (411,306)
=========== ========== ============ ============
Basic (Loss) Per Common Share $ (0.01) $ (0.04) $ (0.01) $ (0.04)
=========== ========== ============ ============
Weighted Average Number of Common Shares 13,226,965 11,659,409 13,169,902 10,767,801
=========== ========== ============ ============
Diluted (Loss) Per Common Share $ (0.01) $ (0.04) $ (0.01) $ (0.04)
=========== ========== ============ ============
Weighted Average Number of Shares 13,226,965 11,659,409 13,169,902 10,767,801
Assuming Dilution =========== ========== ============ ============
The accompanying "Notes to Consolidated Financial Statements"
are an integral part of these consolidated financial statements
<Table>
COMTEX NEWS NETWORK, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
Nine Months Ended
March 31,
------------------------------------
2003 2002
--------------- --------------
Cash Flows from Operating Activities:
Net (Loss) $ (163,515) $ (411,306)
Adjustments to reconcile net loss to net cash
(used in)/provided by operating activities:
Depreciation and Amortization Expense 911,292 801,035
Bad Debt Expense 56,000 373,199
Stock Based Compensation 2,100 6,678
Loss on disposal of assets 14,993 -
Foreign currency translation adjustment 7,350 -
Changes in Assets and Liabilities:
Accounts Receivable 58,748 439,446
Prepaid Expenses and Other Current Assets 49,218 135,408
Deposits and Other Assets (7,278) 8,453
Accounts Payable and Accrued Expenses (935,105) (382,961)
Deferred Revenue 2,550 (146,885)
--------------- ---------------
Net Cash (used in)/provided by Operating Activities (3,647) 823,067
Cash Flows from Investing Activities:
Purchases of Property and Equipment (223,030) (443,806)
--------------- ---------------
Net Cash (used in) Investing Activities (223,030) (443,806)
Cash Flows from Financing Activities:
Repayments on Note Payable - Affiliate (49,000) (27,000)
Repayments of Capital Lease Obligations (30,733) -
Issuance of Stock under Employee Stock Purchase Plan 13,901 17,965
Proceeds from Exercise of Stock Options - 317,823
--------------- ---------------
Net Cash (used in)/provided by Financing Activities (65,832) 308,788
--------------- ---------------
Effect of Exchange Rate Changes on Cash - (3,274)
--------------- ---------------
Net (Decrease)/Increase in Cash and Cash Equivalents (292,509) 684,775
Cash and Cash Equivalents at Beginning of Period 860,548 367,493
--------------- ---------------
Cash and Cash Equivalents at End of Period $ 568,039 $ 1,052,268
=============== ===============
The accompanying "Notes to Consolidated Financial Statements"
are an integral part of these consolidated financial statements
COMTEX NEWS NETWORK, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
March 31, 2003
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, 2002
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, 2002
("2002 Form 10-K"), filed with the Securities and Exchange
Commission on September 30, 2002.
Effective December 31, 2002, the Company reincorporated as a
Delaware Corporation. Its Certificate of Incorporation
authorizes a total number of shares of all classes of stock of
30,000,000, consisting of 5,000,000 shares of preferred stock
and 25,000,000 shares of common stock.
In June 2001, the Financial Accounting Standards Board
("FASB") 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 are no
longer amortized but are subject to annual impairment tests in
accordance with the Statements. Other intangible assets
continue to be amortized over their useful lives. The Company
applied 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 did not result in a material change in net income.
In June 2002, the FASB issued Statement No. 146 (SFAS 146),
Accounting for Costs Associated with Exit or Disposal Activities.
SFAS 146 addresses financial accounting and reporting for costs
associated with exit or disposal activities and nullifies
Emerging Issues Task Force Issue No. 94-3, Liability Recognition
for Certain Employee Termination Benefits and Other Costs to Exit
an Activity (including Certain Costs in a Restructuring). SFAS
146 specifies that a liability for a cost associated with an exit
or disposal activity is incurred when the definition of a
liability in Concepts Statement 6, Elements of Financial
Statements, is met. The provisions of SFAS 146 are effective for
exit or disposal activities that are initiated after December 31,
2002, with early application encouraged. The Company implemented
SFAS 146 in October 2002 related to the termination of nFactory
operations, as discussed below.
In December 2002, the FASB issued Statement No. 148 (SFAS 148),
Accounting for Stock-Based Compensation - Transition and
Disclosure. SFAS 148 amends FASB Statement No. 123 (SFAS 123),
Accounting for Stock-Based Compensation, to provide alternative
methods of transition to SFAS 123's fair value method of
accounting for stock-based employee compensation. SFAS 148 also
amends the disclosure provisions of SFAS 123 and APB Opinion No.
28, Interim Financial Reporting, to require disclosure in the
summary of significant accounting policies of the effects of an
entity's accounting policy with respect to stock-based employee
compensation on reported net income and earnings per share in
annual and interim financial statements. SFAS 148's amendment of
the transition and annual disclosure requirements of SFAS 123 are
effective for fiscal years ending after December 15, 2002 and are
not expected to have a material impact on the Company's annual
financial statements. SFAS 148's amendment of the disclosure
requirements of Opinion 28 is effective for financial reports for
interim periods beginning after December 15, 2002. The Company
has implemented the interim disclosure requirements in the
quarter ending March 31, 2003.
For the nine months ended March 31, 2003, nFactory Comtex, S.L.,
the Company's wholly owned subsidiary in Madrid, Spain, incurred
expenses of approximately $144,000 with minimal revenue
generated. Due to the negative cash flow from these operations
and the lack of sales projected from the European market, the
Company terminated the operations of nFactory Comtex as of
December 31, 2002. The Company has transitioned the customer
accounts to U.S. account representatives. The subsidiary will
remain incorporated for future operations should market
opportunities warrant. The termination benefits associated with
the shutdown of nFactory Comtex were approximately $44,000
including the termination of all three employees in the Madrid
office. The costs other than termination benefits consisted of
approximately $13,000 in other expense related to the disposal of
assets and approximately $7,000 in foreign currency translation
adjustment.
The Company has designated the Euro as the functional currency of
its wholly owned subsidiary in Spain. Accordingly, assets and
liabilities are translated from the Euro into U.S. dollars at the
end of period exchange rate, and revenues and expenses are
translated at average monthly exchange rates. Foreign currency
translation gains and losses were accumulated in stockholders'
equity and reflected as a component of other comprehensive income
or loss until the foreign operations were terminated. The
accumulated translation adjustment attributable to the foreign
entity was removed from stockholders' equity and reported as a
loss on the termination of nFactory operations at December 31,
2002. Total comprehensive loss for the three and nine months
ended March 31, 2003 was approximately $168,000 and $164,000,
respectively. The financial statements included with this
quarterly report present the consolidated financial results of
Comtex and its subsidiary through March 31, 2003.
Certain amounts for the three and nine months ended March 31,
2002, and as of June 30, 2002, have been reclassified to conform
to the presentation as of and for the three and nine months ended
March 31, 2003.
2. Earnings per Share
The following table sets forth the computation of
basic and diluted earnings per share:
Three Months Ended Nine Months Ended
March 31, March 31,
2003 2002 2003 2002
------------- ------------- ------------- --------------
Numerator:
Net (Loss) $ (168,032) $ (483,670) $ (163,515) $ (411,306)
============= ============= ============= ==============
Denominator:
Denominator for basic
earnings per share -
weighted average shares 13,226,965 11,659,409 13,169,902 10,767,701
Effect of dilutive
securities:
Stock Options - - - -
------------- ------------- ------------- --------------
Denominator for diluted 13,226,965 11,659,409 13,169,902 10,767,701
earnings per share
============= ============= ============= ==============
Basic (Loss) Per Share $ (0.01) $ (0.04) $ (0.01) $ ( 0.04)
Diluted (Loss) Per Share $ (0.01) $ (0.04) $ (0.01) $ ( 0.04)
3. Stock-based Compensation
The Company applies the intrinsic-value-based method to account for its
employee stock option plan. The following table illustrates the effect on
net loss and loss per share if the Company had applied the fair value
recognition provisions of SFAS No. 123, "Accounting for Stock-Based
Compensation," to stock-based employee compensation:
Three Months Ended Nine Months Ended
March 31, March 31,
2003 2002 2003 2002
------------ ------------ ------------- -------------
Net (Loss), as reported $ (168,032) $ (483,670) $ (163,515) $ (411,306)
Deduct: Total stock-based
compensation expense determined
under fair value based method
(SFAS No. 123) for all awards,
net of related tax effects 136,543 74,460 450,271 402,532
------------ ------------ ------------- -------------
Pro Forma Net (Loss) $ (304,575) $ (558,130) $ ( 613,786) $ (813,838)
============ ============ ============= =============
Basic (Loss) Per Share,
as reported $ (0.01) $ (0.04) $ (0.01) $ ( 0.04)
Diluted (Loss) Per Share,
as reported $ (0.01) $ (0.04) $ (0.01) $ ( 0.04)
Basic (Loss) Per Share,
pro forma $ (0.02) $ (0.05) $ (0.05) $ ( 0.08)
Diluted (Loss) Per Share,
pro forma $ (0.02) $ (0.05) $ (0.05) $ ( 0.08)
4. 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.
5. Commitments and Contingencies
The Company is involved in routine legal proceedings
occurring in the ordinary course of business, which in the
aggregate are believed by management to be immaterial to the
Company's financial condition.
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 consolidated
financial statements and the related notes included elsewhere in
this Form 10-Q and the consolidated 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, 2002 filed
with the Securities and Exchange Commission on September 30,
2002. Historical results and percentage relationships among any
amounts in the Consolidated 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, 2002 and in other periodic
Securities and Exchange Commission filings. These risks and
uncertainties include, among other things, 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; and operating expense
control.
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 March 31, 2003, to the three
months ended March 31, 2002
During the three months ended March 31, 2003, we incurred an
operating loss of approximately $141,000, compared to an
operating loss of approximately $463,000 during the three months
ended March 31, 2002. We reported a net loss of approximately
$168,000 during the three months ended March 31, 2003, compared
to a net loss of approximately $484,000 for the three months
ended March 31, 2002. As discussed below, the decrease in
operating and net loss is due primarily to costs associated with
the Infospace lawsuit incurred in fiscal year 2002, as well as a
decrease in total operating expenses. The decrease in operating
and net loss was partially offset by a decrease in gross revenues
and in gross profit margins.
Revenues consist primarily of royalty revenues and fees from
the licensing of content products to information distributors.
During the three months ended March 31, 2003, total revenues were
approximately $2,287,000, or approximately $614,000 (21%) less
than the total revenues for the three months ended March 31,
2002. The decline in revenues is the direct result of business
closures and consolidation among clients, primarily in the
Internet and personal investor markets.
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 March
31, 2003 was approximately $862,000 or approximately $139,000
(14%) less than the cost of revenues for the three months ended
March 31, 2002. The decrease in cost is primarily due to the
decrease in content royalties based on decreased revenues for the
period. The decrease in content royalties is limited by fees
required to be paid to certain information providers and,
therefore, does not directly track the decrease in revenues.
The gross profit for the three months ended March 31, 2003
was approximately $1,425,000 or approximately $475,000 (25%) less
than the gross profit for the same period in the prior year.
The gross profit as a percentage of revenue declined for the
three months ended March 31, 2003 to approximately 62% from
approximately 65% for the three months ended March 31, 2002. The
decline is based on the decrease in revenues with a lesser
corresponding decrease in content royalties as discussed above.
Total operating expenses for the three months ended March 31,
2003 were approximately $1,566,000, representing an approximately
$797,000 (34%) decrease in operating expenses from the three
months ended March 31, 2002. This decrease in expenses resulted
from decreases in technical operations and support, product
development, sales and marketing and general and administrative
expenses, partially offset by an increase in depreciation and
amortization expenses.
Technical operations and support expenses during the three
months ended March 31, 2003 decreased approximately $126,000
(24%) from these expenses in the three months ended March 31,
2002. Product development expenses decreased by approximately
$11,000 (14%) for the three months ended March 31, 2003 compared
to the three months ended March 31, 2002. Product development
activities include quality assurance, enhancements to our
products and the development of proprietary news products. Sales
and marketing expenses decreased by approximately $135,000 (38%)
for the three months ended March 31, 2003 compared to the three
months ended March 31, 2002. These decreases are the result of
decreases in personnel, decreased computer support costs and
decreased commission expense as a result of the decrease in
revenues compared to the same quarter in the previous year.
General and administrative expenses for the three months
ended March 31, 2003 were approximately $531,000 (48%) less than
these expenses during the three months ended March 31, 2002.
This decrease in expenses resulted primarily from reduced legal
and accounting costs related to the Infospace lawsuit. In
addition, the decrease is the result of reductions in consulting
costs related to business development opportunities spent in the
prior year's quarter and a reduction in bad debt expense due to
more successful collection efforts and reduced revenues.
Depreciation and amortization expense for the three months ended
March 31, 2003 was approximately $6,000 (2%) higher than the
expense during the same period in the prior year. The increase
was due to additional capital expenditures related to increasing
the capacity and redundancy of the production systems over the
past twelve months.
Other expense, net of other income, for the three months ended
March 31, 2003 increased approximately $7,000, or 31%, compared
to the three months ended March 31, 2002. The increase was
primarily due to interest expense on capital leases and reduced
interest earned on decreased cash balances.
Comparison of the nine months ended March 31, 2003 to the nine
months ended March 31, 2002
During the nine months ended March 31, 2003, we incurred an
operating loss of approximately $66,000, compared to an operating
loss of approximately $349,000 during the nine months ended March
31, 2002. We reported a net loss of approximately $164,000
during the nine months ended March 31, 2003, compared to a net
loss of approximately $411,000 for the nine months ended March
31, 2002. As discussed below, the decrease in operating and net
loss is due primarily to the recovery of approximately $394,000
in accrued costs at June 30, 2002 in settlement of the Infospace
lawsuit, as well as a decrease in total operating expenses. The
decrease in operating and net loss was partially offset by a
decrease in gross revenues and in gross profit margins.
Revenues consist primarily of royalty revenues and fees from
the licensing of content products to information distributors.
During the nine months ended March 31, 2003, total revenues were
approximately $7,149,000 or approximately $2,415,000 (25%) less
than the total revenues for the nine months ended March 31, 2002.
The decline in revenues is the direct result of business closures
and consolidation among clients, primarily in the Internet and
personal investor markets.
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 nine months ended March
31, 2003 was approximately $2,605,000 or approximately $473,000
(15%) less than the cost of revenues for the nine months ended
March 31, 2002. The decrease in cost is primarily due to the
decrease in content royalties based on decreased revenues for the
period. The decrease in content royalties is limited by minimum
fees required to be paid to certain information providers and,
therefore, does not directly track the decrease in revenues.
The gross profit for the nine months ended March 31, 2003
was approximately $4,544,000 or approximately $1,941,000 (30%)
less than the gross profit for the same period in the prior year.
The gross profit as a percentage of revenue declined for the nine
months ended March 31, 2003 to approximately 64% from
approximately 68% for the nine months ended March 31, 2002. The
decline is based on the decrease in revenues with a lesser
corresponding decrease in content royalties as discussed above.
Total operating expenses for the nine months ended March 31, 2003
were approximately $4,610,000, representing an approximately
$2,224,000 (33%) decrease in operating expenses from the nine
months ended March 31, 2002. This decrease in expenses resulted
from decreases in technical operations and support, product
development, sales and marketing, and general and administrative
expenses, partially offset by an increase in depreciation and
amortization expense.
Technical operations and support expenses during the nine
months ended March 31, 2003 decreased approximately $404,000
(24%) from these expenses in the nine months ended March 31,
2002. Product development expenses decreased by approximately
$85,000 (30%) for the nine months ended March 31, 2003, compared
to the same period in the prior fiscal year. Sales and marketing
expenses decreased by approximately $286,000 (27%) for the nine
months ended March 31, 2003 compared to the nine months ended
March 31, 2002. These decreases are the result of a decrease of
personnel across departments, decreased computer related expenses
and decreased commission expense as a result of the decrease in
revenues compared to the same period in the previous year.
General and administrative expenses for the nine months
ended March 31, 2003 were approximately $1,555,000 (52%) less
than these expenses during the nine months ended March 31, 2002.
This decrease in expenses resulted from the recovery of
approximately $394,000 in accrued costs at June 30, 2002 in
settlement of the Infospace lawsuit, as well as reduced legal and
accounting costs related to the case. In addition, the decrease
is the result of reductions in consulting costs related to
business development opportunities and a reduction in bad debt
expense due to more successful collection efforts and reduced
revenues.
Stock-based compensation of approximately $2,000 for the nine
months ended March 31, 2003 represents options granted to a
consultant for services rendered during the period. In
connection with the transfer of stock options from a member of
the Board of Directors to certain employees, we recorded stock-
based compensation of approximately $7,000 during the nine months
ended March 31, 2002.
Depreciation and amortization expense for the nine months ended
March 31, 2003 was approximately $110,000 (14%) higher than the
expense during the same period in the prior year. The increase
was due to additional capital expenditures related to increasing
the capacity and redundancy of the production systems over the
past twelve months.
Other expense, net of other income, for the nine months ended
March 31, 2003 increased approximately $35,000 (57%) compared to
the nine months ended March 31, 2002 primarily due to the
disposal of nFactory Comtex assets and the foreign currency
translation adjustment, as well as interest expense on capital
leases and reduced interest earned on decreased cash balances.
FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES
For the nine months ended March 31, 2003, our operations
resulted in an operating loss of approximately $66,000 and a net
loss of approximately $164,000. At March 31, 2003, we had
working capital of approximately $22,000, as compared with a
working capital deficit of approximately $478,000 at June 30,
2002. The increase in working capital was due primarily to the
recovery of approximately $394,000 in accrued expenses at June
30, 2002 related to settlement of the Infospace lawsuit. We had
net stockholders' equity of approximately $1,956,000 at March 31,
2003, as compared to net stockholders' equity at June 30, 2002 of
approximately $2,100,000. The decrease in stockholders' equity
was primarily due to the net loss incurred during the nine months
ended March 31, 2003.
For the nine months ended March 31, 2003, operating activities
utilized approximately $4,000 in cash. We had cash of
approximately $568,000 at March 31, 2003, compared to
approximately $861,000 at June 30, 2002.
We made capital expenditures of approximately $223,000
during the nine months ended March 31, 2003, 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 September 2002, we obtained a two-year financing agreement for
$76,000 to purchase software and related maintenance with HP
Financial Services that expires August 2004. Financing
activities during the nine months ended March 31, 2003 utilized
approximately $66,000 in cash.
For the nine months ended March 31, 2003, nFactory Comtex, S.L.,
the Company's wholly owned subsidiary in Madrid, Spain, incurred
expenses of approximately $144,000 with minimal revenue
generated. Due to the negative cash flow from these operations
and the lack of sales projected from the European market, the
Company terminated the operations of nFactory Comtex as of
December 31, 2002. The Company has transitioned the customer
accounts to U.S. account representatives. The subsidiary will
remain incorporated for future operations should market
opportunities warrant. The financial statements included with
this quarterly report present the consolidated financial results
of Comtex and its subsidiary.
The Company's future contractual obligations and
commitments as of March 31, 2003 are as follows:
Amounts Due by Period:
2008 and
2003 2004 2005 2006 2007 thereafter
----------------------------------------------------------------
Operating Leases $143,706 $490,145 $484,019 $498,540 $513,496 $617,493
Capital Leases 16,167 64,668 24,818 - - -
Note Payable - - - - - 879,954
----------------------------------------------------------------
Total $159,873 $554,813 $508,837 $498,540 $513,496 $1,497,447
Currently we are dependent on our cash reserves to fund
operations; however, assuming stability in the financial and
corporate markets - our primary markets, we believe continuing
control of operating expenses and a focus on revenue generation
in both our existing customer base and potential new markets will
generate positive operating cash flows to meet our obligations on
a short-term basis. Our ability to meet our liquidity needs on a
long-term basis depends on our ability to generate sufficient
revenues and cash to cover our current obligations and to pay
down our current and 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.
Subsequent to quarter-end, we entered into a separation agreement
with the former President and CEO of the Company. The terms of
the agreement require even payments over approximately ten
months in an amount equal to his final monthly gross salary in
exchange for short-term consulting, a one year non-compete
agreement, waiver of his existing employment agreement which
required seven months of continuing salary, and waiver of his
right to a lump-sum bonus payment that equaled
approximately three and one-half months salary.
EBITDA, as defined below, was approximately $163,000 for the
three months ended March 31, 2003 compared to a loss of
approximately $165,000 for the three months ended March 31, 2002.
EBITDA increased approximately 85% to $848,000 for the nine
months ended March 31, 2003 compared to $459,000 for the nine
months ended March 31, 2002. The increase for the three month
period is the result of reduced operating expenses, primarily
professional fees related to the Infospace lawsuit. The increase
for the nine month period is primarily the result of the recovery
of accrued costs related to the Infospace lawsuit settlement as
well as decreased operating expenses, excluding stock-based
compensation, depreciation and amortization. The increase was
partially offset by a decline in revenues and a decrease in gross
profit margin. The table below shows the reconciliation from
operating loss to EBITDA.
Three Months Nine Months
Ended March 31, Ended March 31,
2003 2002 2003 2002
---------------------------------------
Reconciliation to EBITDA:
Operating Income (Loss) (141) (463) (66) (349)
Stock-based compensation - - 2 7
Depreciation and Amortization 304 298 911 801
----------------------------------------
EBITDA $ 163 $ (165) $ 848 $ 459
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
We are exposed to various market risks, including changes in
foreign currency exchange rates. However, with the shutdown of
the Spanish subsidiary, the risk of exchange rate fluctuations
has ceased to exist. The impact of currency exchange rate
movements as of March 31, 2003 was not material. We do not
engage in hedging activities.
Item 4.
CONTROLS AND PROCEDURES
The Company's Chief Executive Officer and Chief Financial
Officer have concluded, based on their evaluation within 90 days
prior to the filing date of this report, that the Company's
disclosure controls and procedures (as defined in Securities
Exchange Act Rules 13a-14(c) and 15d-14(c)) 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 in the Company's internal controls or in other factors
that could significantly affect these controls subsequent to the
date of the foregoing evaluation.
Part II. Other Information
Item 1. Legal Proceedings
We are 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
On April 24, 2003, Charles W. Terry resigned from his
positions as President and Chief Executive Officer of Comtex
News Network, Inc. In addition, Mr. Terry resigned as a
member of the Board of Directors as of April 24, 2003. A
copy of the Separation Agreement and Release between the
Company and Mr. Terry is included as Exhibit 10.1 to this
Form 10-Q.
On April 25, 2003, the Company announced the appointment of
Raymond P. Capece as President and Chief Executive Officer.
A copy of the employment agreement between the Company and
Mr. Capece is included as Exhibit 10.2 to this Form 10-Q.
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits
10.1 Separation Agreement and Release between Comtex News
Network, Inc. and Charles W. Terry, effective April 24, 2003.
10.2 Employment Agreement between Comtex News Network, Inc. and
Raymond P. Capece, effective April 25, 2003.
(b) Reports on Form 8-K
On April 25, 2003, the Company filed a current report
on Form 8-K reporting the announcement of the
appointment of its new President and Chief Executive
Officer.
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: May 15, 2003 By: /S/ RAYMOND P. CAPECE
Raymond P. Capece
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)
CERTIFICATIONS
I, Raymond P. Capece, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Comtex
News Network, Inc.;
2. Based on my knowledge, this quarterly report does not
contain any untrue statement of a material fact or omit to state
a material fact necessary to make the statements made, in light
of the circumstances under which such statements were made, not
misleading with respect to the period covered by this quarterly
report;
3. Based on my knowledge, the consolidated financial
statements, and other financial information included in this
quarterly report, fairly present in all material respects the
financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this
quarterly report;
4. The registrant's other certifying officers and I are
responsible for establishing and maintaining disclosure controls
and procedures (as defined in Exchange Act Rules 13a-14 and 15d-
14) for the registrant and have:
a) designed such disclosure controls and procedures to ensure
that material information relating to the registrant, including
its consolidated subsidiaries, is made known to us by others
within those entities, particularly during the period in which
this quarterly report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to the
filing date of this quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on
our evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have
disclosed, based on our most recent evaluation, to the
registrant's auditors and the audit committee of registrant's
board of directors (or persons performing the equivalent
functions):
a) all significant deficiencies in the design or operation of
internal controls which could adversely affect the registrant's
ability to record, process, summarize and report financial data
and have identified for the registrant's auditors any material
weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management
or other employees who have a significant role in the
registrant's internal controls; and
6. The registrant's other certifying officers and I have
indicated in this quarterly report whether there were significant
changes in internal controls or in other factors that could
significantly affect internal controls subsequent to the date of
our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.
Date: May 15, 2003 /S/ RAYMOND P. CAPECE
Raymond P. Capece
President and Chief Executive
Officer
I, Robin Y. Deal, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Comtex
News Network, Inc.;
2. Based on my knowledge, this quarterly report does not
contain any untrue statement of a material fact or omit to state
a material fact necessary to make the statements made, in light
of the circumstances under which such statements were made, not
misleading with respect to the period covered by this quarterly
report;
3. Based on my knowledge, the consolidated financial
statements, and other financial information included in this
quarterly report, fairly present in all material respects the
financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this
quarterly report;
4. The registrant's other certifying officers and I are
responsible for establishing and maintaining disclosure controls
and procedures (as defined in Exchange Act Rules 13a-14 and 15d-
14) for the registrant and have:
a) designed such disclosure controls and procedures to ensure
that material information relating to the registrant, including
its consolidated subsidiaries, is made known to us by others
within those entities, particularly during the period in which
this quarterly report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to the
filing date of this quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on
our evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have
disclosed, based on our most recent evaluation, to the
registrant's auditors and the audit committee of registrant's
board of directors (or persons performing the equivalent
functions):
a) all significant deficiencies in the design or operation of
internal controls which could adversely affect the registrant's
ability to record, process, summarize and report financial data
and have identified for the registrant's auditors any material
weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management
or other employees who have a significant role in the
registrant's internal controls; and
6. The registrant's other certifying officers and I have
indicated in this quarterly report whether there were significant
changes in internal controls or in other factors that could
significantly affect internal controls subsequent to the date of
our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.
Date: May 15, 2003 /S/ ROBIN Y. DEAL
Robin Y. Deal
Vice President, Finance &
Accounting
CERTIFICATION OF CHIEF EXECUTIVE OFFICER
PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
The undersigned, Raymond P. Capece, the President and Chief
Executive Officer of Comtex News Network, Inc. (the "Company"),
has executed this certification in connection with the filing
with the Securities and Exchange Commission of the Company's
Quarterly Report on Form 10-Q for the period ending March 31,
2003 (the "Report"). The undersigned hereby certifies that:
(1) the Report fully complies with the requirements of Section
13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) the information contained in the Report fairly presents, in
all material respects, the financial condition and results of
operations of the Company.
The purpose of this statement is solely to comply with Title 18,
Chapter 63, Section 1350 of The United States Code, as amended by
Section 906 of the Sarbanes-Oxley Act of 2002.
Date: May 15, 2003 /S/ RAYMOND P. CAPECE
Raymond P. Capece
President and Chief Executive
Officer
CERTIFICATION OF CHIEF FINANCIAL OFFICER
PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
The undersigned, Robin Y. Deal, the Vice President, Finance and
Accounting of Comtex News Network, Inc. (the "Company"), has
executed this certification in connection with the filing with
the Securities and Exchange Commission of the Company's Quarterly
Report on Form 10-Q for the period ending March 31, 2003 (the
"Report"). The undersigned hereby certifies that:
(1) the Report fully complies with the requirements of Section
13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) the information contained in the Report fairly presents, in
all material respects, the financial condition and results of
operations of the Company.
The purpose of this statement is solely to comply with Title 18,
Chapter 63, Section 1350 of The United States Code, as amended by
Section 906 of the Sarbanes-Oxley Act of 2002.
Date: May 15, 2003 /S/ ROBIN Y. DEAL
Robin Y. Deal
Vice President, Finance &
Accounting