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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, 2002 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 February 11, 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 December 31, 2002 (unaudited)
and June 30, 2002
Consolidated Statements of Operations 4
for the Three and Six Months Ended
December 31, 2002 and 2001 (unaudited)
Consolidated Statements of Cash Flows 5
for the Six Months Ended
December 31, 2002 and 2001 (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 16
Item 4. Controls and Procedures 16
Part II Other Information:
Item 1. Legal Proceedings 16
Item 2. Changes in Securities and Use of Proceeds 17
Item 3. Defaults Upon Senior Securities 17
Item 4. Submission of Matters to a Vote of
SecurityHolders 17
Item 5. Other Information 18
Item 6. Exhibits and Reports on Form 8-K 18
SIGNATURES 20
Certifications of Chief Executive Officer
and Chief Financial Officer 21
COMTEX NEWS NETWORK, INC.
CONSOLIDATED BALANCE SHEETS
(unaudited)
December 31, June 30,
2002 2002
------------- -------------
ASSETS
CURRENT ASSETS
Cash and Cash Equivalents $ 496,557 $ 860,548
Accounts Receivable, Net of Allowance of approximately 1,060,518 1,071,717
$304,000 and $300,000, at December 31, 2002 and
June 30, 2002,respectively
Prepaid Expenses and Other Current Assets 72,298 141,673
------------- -------------
TOTAL CURRENT ASSETS 1,629,373 2,073,938
PROPERTY AND EQUIPMENT, NET 3,058,457 3,445,026
DEPOSITS AND OTHER ASSETS 88,026 80,747
------------- -------------
TOTAL ASSETS $ 4,775,856 $ 5,599,711
=============== =============
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts Payable and Accrued Expenses $ 1,568,289 $ 2,433,982
Deferred Revenue 42,483 102,987
Capital Lease Obligations, Current 52,743 14,492
------------- -------------
TOTAL CURRENT LIABILITIES 1,663,515 2,551,461
LONG-TERM LIABILITIES:
Capital Lease Obligations, Long-Term 52,801 33,307
Long-Term Note Payable - Affiliate 879,954 914,954
Deferred Rent 55,836 -
------------- -------------
TOTAL LONG-TERM LIABILITIES 988,591 948,261
------------- -------------
TOTAL LIABILITIES 2,652,106 3,499,722
COMMITMENTS AND CONTINGENCIES (Note 4)
STOCKHOLDERS' EQUITY
Common Stock, $0.01 Par Value - 25,000,000 Shares
Authorized; Shares issued and outstanding: 13,226,965
and 13,140,893, respectively 132,270 131,409
Additional Capital 12,208,113 12,192,973
Accumulated Deficit (10,216,633) (10,221,151)
Foreign Currency Translation Adjustment - (3,242)
------------- -------------
Total Stockholders' Equity 2,123,750 2,099,989
------------- -------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 4,775,856 $ 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 Six months ended
December 31, December 31,
--------------------------- ------------------------------
2002 2001 2002 2001
------------ ----------- ------------ -------------
Revenues $ 2,430,124 $ 3,197,808 $ 4,861,622 $ 6,661,859
Cost of Revenues 871,241 998,790 1,742,797 2,076,989
------------ ----------- ------------ -------------
Gross Profit 1,558,883 2,199,018 3,118,825 4,584,870
Operating Expenses
Technical Operations & Support 394,457 555,356 891,205 1,168,413
Product Development 69,083 84,348 128,736 202,804
Sales and Marketing 258,100 301,576 539,359 690,974
General and Administrative 214,165 936,558 874,692 1,898,437
Stock-based Compensation 2,100 - 2,100 6,678
Depreciation and Amortization 303,683 296,976 607,668 503,452
------------ ----------- ------------ -------------
Total Operating Expenses 1,241,588 2,174,814 3,043,760 4,470,758
Operating Income 317,295 24,204 75,065 114,112
Other (Expense)/Income
Interest Expense (26,268) (23,424) (51,698) (47,123)
Other (Expense)/Income (18,970) 2,187 (18,358) 5,800
------------ ------------ ------------ -------------
Other (Expense)/Income, net (45,238) (21,237) (70,056) (41,323)
------------ ------------ ------------ -------------
Income Before Income Taxes 272,057 2,967 5,009 72,789
Income Taxes 66 - 491 425
------------ ------------ ------------ -------------
Net Income $ 271,991 $ 2,967 $ 4,518 $ 72,364
============ ============ ============ =============
Basic Earnings Per Common Share $ 0.02 $ 0.00 $ 0.00 $ 0.01
============ ============ ============ =============
Weigted Average Number
Of Common Shares 13,141,849 10,445,112 13,141,371 10,321,979
============ ============ ============ =============
Diluted Earnings Per Common Share $ 0.02 $ 0.00 $ 0.00 $ 0.01
============ ============ ============ =============
Weighted Average Number of Shares
Assuming Dilution 13,296,079 12,924,521 13,362,551 12,988,321
============ ============ ============ =============
The accompanying "Notes to Consolidated Financial Statements" are an
integral part of these consolidated financial statements
COMTEX NEWS NETWORK, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
Six Months Ended
December 31,
---------------------------------
2002 2001
-------------- -------------
Cash Flows from Operating Activities:
Net Income $ 4,518 $ 72,364
Adjustments to reconcile net income to net cash
(used in)/provided by operating activities:
Depreciation and Amortization Expense 607,668 548,452
Bad Debt Expense 41,000 299,574
Stock Based Compensation 2,100 6,678
Loss on disposal of assets 14,993 -
Foreign currency translation 6,479 -
Changes in Assets and Liabilities:
Accounts Receivable (29,801) 375,769
Prepaid Expenses and Other Current Assets 68,812 59,134
Deposits and Other Assets (7,279) 20,507
Accounts Payable and Accrued Expenses (811,667) (481,454)
Deferred Revenue (60,504) (184,084)
-------------- -------------
Net Cash (used in)/provided by Operating Activities (163,681) 716,940
Cash Flows from Investing Activities:
Purchases of Property and Equipment (159,750) (365,453)
-------------- -------------
Net Cash used in Investing Activities (159,750) (365,453)
Cash Flows from Financing Activities:
Repayments on Note Payable - Affiliate (35,000) (12,000)
Repayments of Capital Lease Obligations (18,241) -
Issuance of Stock under Employee Stock Purchase Plan 13,901 17,964
Proceeds from Exercise of Stock Options - 64,264
-------------- -------------
Net Cash (used in)/provided by Financing Activities (39,340) 70,228
Effect of Exchange Rate Changes on Cash (1,220) -
-------------- -------------
Net (Decrease)/Increase in Cash and Cash Equivalents (363,991) 421,715
Cash and Cash Equivalents at Beginning of Period 860,548 367,493
-------------- -------------
Cash and Cash Equivalents at End of Period $ 496,557 $ 789,208
============== =============
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)
December 31, 2002
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.
On December 31, 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
plans to implement the interim disclosure requirements in the
quarter ending March 31, 2003.
For the six months ended December 31, 2002, nFactory COMTEX,
S.L., the Company's wholly owned subsidiary in Madrid, Spain,
incurred expenses of approximately $142,000 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. Management expects
this shutdown to have a positive impact on earnings in the
future. 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. These amounts are
included in technical operations and support, sales and
marketing, and other expense in the three months ended December
31, 2002. Approximately $37,000 is accrued as of December 31,
2002.
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 income for the three and six months
ended December 31, 2002 was approximately $272,000 and $5,000,
respectively. The financial statements included with this
quarterly report present the consolidated financial results of
COMTEX and its subsidiary through December 31, 2002.
Certain amounts for the three and six months ended December 31,
2001, and as of June 30, 2002, have been reclassified to conform
to the presentation as of and for the three and six months ended
December 31, 2002.
2. Earnings 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,
2002 2001 2002 2001
----------- ------------- ----------- -----------
Numerator:
Net Income $ 271,991 $ 2,967 $ 4,518 $ 72,364
=========== ============= =========== ===========
Denominator:
Denominator for basic earnings
per share - weighted average shares 13,141,849 10,445,112 13,141,371 10,321,979
Effect of dilutive securities:
Stock Options 154,230 2,479,409 221,180 2,666,342
----------- ------------- ----------- -----------
Denominator for diluted earnings
per share 13,296,079 12,924,521 13,362,551 12,988,321
=========== ============= =========== ===========
Basic Earnings Per Share $ 0.02 $ 0.00 $ 0.00 $ 0.01
Diluted Earnings Per Share $ 0.02 $ 0.00 $ 0.00 $ 0.01
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 breach of contract action
in the United States District Court for the Eastern District of
Virginia against Infospace, Inc., a former customer, for payments
owed under contracts with the defendant corporation. The suit
was 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 sought damages for lost business and loss of
reputation and good will.
On March 11, 2002, the Court rendered a directed verdict in
favor of Infospace on the breach of contract claim and Infospace
withdrew the counterclaim without prejudice. Infospace also
filed a petition with the Court for reimbursement of attorneys'
fees and costs.
On April 9, 2002, COMTEX filed a Notice of Appeal to reverse
the lower court decision. The case was fully briefed before the
United States Court of Appeals for the Fourth Circuit and a
ruling was expected sometime in early 2003.
On August 13, 2002 the Court issued an order awarding attorneys'
fees of approximately $393,000 to Infospace, with costs to be
determined. Infospace also petitioned the Court to require the
Company to reimburse Infospace for approximately $201,000 in
costs. The Company recorded an accrual at June 30, 2002, to
provide for the estimated exposure upon resolution of this
matter.
On December 10, 2002, COMTEX and Infospace entered into an
agreement settling pending litigation between them with COMTEX
paying to Infospace an amount of $200,000. Pursuant to this
agreement, the parties entered into mutual releases and each
party denied liability to the other party.
The Company is 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 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 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;
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; 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, 2002, to the
three months ended December 31, 2001
During the three months ended December 31, 2002, we earned
operating income of approximately $317,000, compared to operating
income of approximately $24,000 during the three months ended
December 31, 2001. We reported net income of approximately
$272,000 during the three months ended December 31, 2002,
compared to net income of approximately $3,000 for the three
months ended December 31, 2001. As discussed below, the increase
in operating income and net income 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 increase in operating
income and net income 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 December 31, 2002, total revenues
were approximately $2,430,000, or approximately $768,000 (24%)
less than the total revenues for the three months ended December
31, 2001. The decline in revenues is the direct result of
business shutdowns 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
December 31, 2002 was approximately $871,000 or approximately
$128,000 (13%) less than the cost of revenues for the three
months ended December 31, 2001. 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 December 31,
2002 was approximately $1,559,000 or approximately $640,000 (29%)
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 December 31, 2002 to approximately 64% from
approximately 69% for the three months ended December 31, 2001.
The decline is based on the decrease in revenues without a
corresponding decrease in content royalties as discussed above.
Total operating expenses for the three months ended December 31,
2002 were approximately $1,242,000, representing an approximately
$933,000 (43%) decrease in operating expenses from the three
months ended December 31, 2001. 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 increases in stock-
based compensation and depreciation and amortization expenses.
Technical operations and support expenses during the three
months ended December 31, 2002 decreased approximately $161,000
(29%) from these expenses in the three months ended December 31,
2001. The decrease in expense resulted primarily from a decrease
in personnel, as well as decreased computer support costs and
consulting expenses.
Product development expenses decreased by approximately
$15,000 (18%) for the three months ended December 31, 2002
compared to the three months ended December 31, 2001. 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
$43,000 (14%) for the three months ended December 31, 2002
compared to the three months ended December 31, 2001. This
decrease is the result of a decrease of personnel, decreased
commission expense as a direct correlation to the decrease in
revenues and decreased promotional expenses compared to the same
quarter in the previous year.
General and administrative expenses for the three months
ended December 31, 2002 were approximately $722,000 (77%) less
than these expenses during the three months ended December 31,
2001. This decrease in expenses resulted primarily from the
recovery of approximately $394,000 in accrued settlement costs at
June 30, 2002 for 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 spent in the prior year's
quarter and a reduction in bad debt expense due to more
successful collection efforts and reduced revenues.
Stock-based compensation expense for the three months ended
December 31, 2002 was approximately $2,000 representing options
granted to a consultant for services rendered during the period.
There was no expense for the same period in the prior year.
Depreciation and amortization expense for the three months ended
December 31, 2002 was approximately $7,000 (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
December 31, 2002 increased approximately $24,000, or 113%,
compared to the three months ended December 31, 2001. The
increase was primarily due to the writeoff of nFactory fixed
assets and the foreign currency translation adjustment, as well
as interest expense on capital leases and reduced interest earned
on decreased cash balances.
Comparison of the six months ended December 31, 2002 to the six
months ended December 31, 2001
During the six months ended December 31, 2002, we earned
operating income of approximately $75,000, compared to operating
income of approximately $114,000 during the six months ended
December 31, 2001. We reported net income of approximately
$5,000 during the six months ended December 31, 2002, compared to
net income of approximately $72,000 for the six months ended
December 31, 2001. As discussed below, the decrease in operating
income and net income is due to a decrease in gross revenues and
in gross profit margins, partially offset by a decrease in total
operating expenses. The decrease in operating income and net
income was also partially offset by the recovery of approximately
$394,000 in accrued costs at June 30, 2002 in settlement of the
Infospace lawsuit.
Revenues consist primarily of royalty revenues and fees from
the licensing of content products to information distributors.
During the six months ended December 31, 2002, total revenues
were approximately $4,862,000 or approximately $1,800,000 (27%)
less than the total revenues for the six months ended December
31, 2001. The decline in revenues is the direct result of
business shutdowns 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 six months ended
December 31, 2002 was approximately $1,743,000 or approximately
$334,000 (16%) less than the cost of revenues for the six months
ended December 31, 2001. 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 six months ended December 31, 2002
was approximately $3,119,000 or approximately $1,466,000 (32%)
less than the gross profit for the same period in the prior year.
The gross profit as a percentage of revenue declined for the six
months ended December 31, 2002 to approximately 64% from
approximately 69% for the six months ended December 31, 2001. The
decline is based on the decrease in revenues without a
corresponding decrease in content royalties as discussed above.
Total operating expenses for the six months ended December
31, 2002 were approximately $3,044,000, representing an
approximately $1,427,000 (32%) decrease in operating expenses
from the six months ended December 31, 2001. This decrease in
expenses resulted from decreases in technical operations and
support, product development, sales and marketing, general and
administrative expenses and stock-based compensation, partially
offset by an increase in depreciation and amortization expense.
Technical operations and support expenses during the six
months ended December 31, 2002 decreased approximately $277,000
(24%) from these expenses in the six months ended December 31,
2001. This decrease resulted from a decrease in personnel,
computer leases and consulting expenses.
Product development expenses decreased by approximately
$74,000 (37%) for the six months ended December 31, 2002 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
$152,000 (22%) for the six months ended December 31, 2002
compared to the six months ended December 31, 2001. This decrease
is the result of a decrease of personnel, decreased commission
expense as a direct correlation to the decrease in revenues and
decreased promotional expenses compared to the same period in the
previous year.
General and administrative expenses for the six months ended
December 31, 2002 were approximately $1,024,000 (54%) less than
these expenses during the six months ended December 31, 2001.
This decrease in expenses resulted primarily 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 six
months ended December 31, 2002 represents options granted to a
consultant for services rendered during the period. 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 during the six months
ended December 31, 2001.
Depreciation and amortization expense for the six months ended
December 31, 2002 was approximately $104,000 (21%) 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 six months ended
December 31, 2002 increased approximately $29,000 compared to the
six months ended December 31, 2001 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 six months ended December 31, 2002, our operations
produced operating income of approximately $75,000 and net income
of approximately $5,000. At December 31, 2002, we had a working
capital deficit of approximately $34,000, 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 $2,124,000 at December
31, 2002, as compared to net stockholders' equity at June 30,
2002 of approximately $2,100,000. The increase in stockholders'
equity was primarily due to the issuance of stock under the
Employee Stock Purchase Plan and the retention of net income
earned during the six months ended December 31, 2002.
For the six months ended December 31, 2002, operating activities
utilized approximately $164,000 in cash. We had cash of
approximately $497,000 at December 31, 2002, compared to
approximately $861,000 at June 30, 2002.
We made capital expenditures of approximately $160,000 in
the six months ended December 31, 2002, 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 six months ended December 31, 2002 utilized
approximately $39,000 in cash.
For the six months ended December 31, 2002, nFactory COMTEX,
S.L., the Company's wholly owned subsidiary in Madrid, Spain,
incurred expenses of approximately $142,000 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. Management expects
this shutdown to have a positive impact on earnings in the
future. 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 December 31,
2002 are as follows:
Amounts Due by Period:
2008 and
2003 2004 2005 2006 2007 thereafter
---------------------------------------------------------------------
Operating Leases $287,412 $490,145 $484,019 $498,540 $513,496 $617,493
Capital Leases 32,334 64,668 24,818 - - -
Note Payable - - - - - 879,954
---------------------------------------------------------------------
Total $319,746 $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 recent
operating expense reductions 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.
EBITDA, as defined below, was approximately $623,000 for the
three months ended December 31, 2002 compared to approximately
$321,000 for the three months ended December 31, 2001. EBITDA
increased approximately 10% to $685,000 for the six months ended
December 31, 2002 compared to $624,000 for the six months ended
December 31, 2001. The increase for the three and six month
periods 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.
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, our exposure to
currency exchange rate fluctuations has been modest due to the
fact that the operations of our Spanish subsidiary are almost
exclusively conducted in local currency. Operating results are
translated into U.S. dollars and consolidated for reporting
purposes. The impact of currency exchange rate movements as of
December 31, 2002 was not material. With the shutdown of the
Spanish subsidiary, the risk of exchange rate fluctuations will
cease to exist. 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
On July 17, 2001, we filed a breach of contract action in
the United States District Court for the Eastern District of
Virginia against Infospace, Inc., a former customer, for
payments owed under contracts with the defendant
corporation. The suit was 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 sought
damages for lost business and loss of reputation and good
will.
On March 11, 2002, the Court rendered a directed verdict in
favor of Infospace on the breach of contract claim and
Infospace withdrew the counterclaim without prejudice.
Infospace also filed a petition with the Court for
reimbursement of attorneys' fees and costs.
On April 9, 2002, we filed a Notice of Appeal to reverse the
lower court decision. The case was fully briefed before the
United States Court of Appeals for the Fourth Circuit and a
ruling was expected sometime in early 2003.
On August 13, 2002 the Court issued an order awarding
attorneys' fees of approximately $393,000 to Infospace, with
costs to be determined. Infospace also petitioned the Court
to require the Company to reimburse Infospace for
approximately $201,000 in costs. The Company recorded an
accrual at June 30, 2002, to provide for the estimated
exposure upon resolution of this matter.
On December 10, 2002, COMTEX and Infospace entered into an
agreement settling pending litigation between them with
COMTEX paying to Infospace an amount of $200,000. Pursuant
to this agreement, the parties entered into mutual releases
and each party denied liability to the other party.
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
The Company's stockholders approved an increase in the total
number of shares of authorized stock to 30,000,000,
consisting of 5,000,000 shares of preferred stock and
25,000,000 shares of common stock.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Submission of Matters to a Vote of Security Holders
A The Company's Annual Meeting of Stockholders was held
December 5, 2002
B At the Annual Meeting, the Company's stockholders:
1. Reelected the Company's six directors;
2. Approved an amendment to the COMTEX News Network, Inc. 1997
Employee Stock Purchase Plan to increase the number of shares
reserved for issuance thereunder;
3. Approved the proposed change in the state of incorporation
of the Company from New York to Delaware;
4. Approved an increase in the number of shares of authorized
Common Stock to 25,000,000 and an addition of 5,000,000
authorized shares of Preferred Stock; and
5. Ratified the appointment of Ernst & Young LLP as the
Company's independent accountants.
The following votes were cast at the Annual Meeting with respect
to each of the matters above:
Election of Directors:
Abstentions and
Director Votes For Votes Broker Non-Votes
Withheld
C.W. Gilluly,Ed.D. 11,770,568 266,015 -
Charles W. Terry 11,766,843 269,740 -
Erik Hendricks 11,788,982 247,601 -
Robert A. Nigro 11,788,569 248,014 -
John S. Brunette 11,801,642 234,941 -
Stephen W. Ellis 11,800,982 235,601 -
Amendment to 1997 Employee Stock Purchase Plan:
Abstentions and
Votes For Votes Against Broker Non-Votes
11,731,325 288,058 17,200
Reincorporation in Delaware:
Abstentions and
Votes For Votes Against Broker Non-Votes
9,185,286 241,854 2,609,443
Increase in Authorized Shares:
Abstentions and
Votes For Votes Against Broker Non-Votes
9,119,121 310,419 2,607,043
Ratification of Appointment of Accountants:
Abstentions and
Votes For Votes Against Broker Non-Votes
11,879,092 150,631 6,860
Item 5. Other Information
William J. Howard and Robert J. Lynch, Jr. were named to the
Board of Directors on January 10, 2003. John S. Brunette
and Robert A. Nigro resigned from the Board of Directors on
January 9, 2003 and January 21, 2003, respectively.
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits
10.22 Comtex News Network, Inc. 1997 Employee Stock
Purchase Plan, as Amended and Restated,
effective as of December 5, 2002.
10.23 Comtex News Network, Inc. 1995 Stock Option
Plan, as Amended and Restated, effective as of
January 1, 2003.
10.24 Third Amendment to Employment Agreement with Charles W.
Terry dated December 31, 2002.
(b) Reports on Form 8-K
On December 19, 2002 we filed a current report on Form
8-K reporting that Comtex and InfoSpace, Inc.
("Infospace") entered into an agreement settling
pending litigation between them with Comtex paying to
Infospace the amount of $200,000. Pursuant to this
agreement, the parties entered into mutual releases and
each party denied liability to the other party.
On December 20, 2002 we filed a current report on Form
8-K reporting that Comtex issued a press release
announcing that Stephen W. Ellis has been appointed to
the position of Chairman of the Board of Directors,
effective immediately.
On January 7, 2003 we filed a current report on Form 8-
K reporting that Comtex completed its reincorporation
to a Delaware corporation as approved by shareholders
on December 5, 2002.
On January 14, 2003 we filed a current report on Form 8-
K reporting that Comtex issued a press release
concerning the composition of it Board of Directors.
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, 2003 By: /S/ CHARLES W. TERRY
Charles W. Terry
President and Chief Executive Officer
(Principal Executive Officer)
By: /S/ ROBIN Y. DEAL
Vice President, Finance & Accounting
(Principal Financial and Accounting
Officer)
CERTIFICATIONS
I, Charles W. Terry, 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: February 14, 2003 /S/ CHARLES W. TERRY
Charles W. Terry
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: February 14, 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, Charles W. Terry, 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 December 31,
2002 (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: February 14, 2003 /S/ CHARLES W. TERRY
Charles W. Terry
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 December 31, 2002 (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: February 14, 2003 /S/ ROBIN Y. DEAL
Robin Y. Deal
Vice President, Finance &
Accounting