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, 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.)
625 N. Washington Street
Suite 301
Alexandria, Virginia 22314
(Address of principal executive offices)
(703) 820-2000
Registrant's Telephone number, including area code
Former address:
4900 Seminary Road, Suite 800
Alexandria, Virginia 22311
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 10, 2004, 13,588,041 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, 2003 (unaudited)
and June 30, 2003
Consolidated Statements of Operations 4
for the Three and Six Months Ended
December 31, 2003 and 2002 (unaudited)
Consolidated Statements of Cash Flows 5
for the Six Months Ended
December 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 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
Security Holders 17
Item 5. Other Information 18
Item 6. Exhibits and Reports on Form 8-K 18
SIGNATURES 19
COMTEX NEWS NETWORK, INC.
CONSOLIDATED BALANCE SHEETS
(unaudited)
December 31, June 30,
2003 2003
----------------- ---------------
ASSETS
CURRENT ASSETS
Cash $ 528,495 $ 464,981
Accounts Receivable, net of allowance of
approximately $139,400 and $140,500,
at December 31, 2003 and June 30, 2003,
respectively 714,088 779,136
Prepaid Expenses and Other Current Assets 70,640 86,787
----------------- ---------------
TOTAL CURRENT ASSETS 1,313,223 1,330,904
PROPERTY AND EQUIPMENT, NET 1,353,865 2,067,149
RESTRICTED CASH 360,000 -
DEPOSITS AND OTHER ASSETS 28,617 74,988
----------------- ---------------
TOTAL ASSETS $ 3,055,705 $ 3,473,041
================= ===============
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY)
CURRENT LIABILITIES:
Accounts Payable and Other Accrued Expenses $ 1,452,727 $ 1,081,671
Accrued Payroll Expense 238,158 463,699
Amount due under Bank Financing Agreement 414,688 -
Deferred Revenue 41,343 127,634
Capital Lease Obligations, Current 57,623 56,625
----------------- ---------------
TOTAL CURRENT LIABILITIES 2,204,539 1,729,629
LONG-TERM LIABILITIES:
Capital Lease Obligations, Long-Term 37,105 23,483
Long-Term Note Payable, Affiliate 856,954 856,954
Long-Term Note Payable, Other 360,000 -
Deferred Rent 12,394 77,353
----------------- ---------------
TOTAL LONG-TERM LIABILITIES 1,266,453 957,790
----------------- ---------------
TOTAL LIABILITIES 3,470,992 2,687,419
COMMITMENTS AND CONTINGENCIES (Note 3)
STOCKHOLDERS' EQUITY (DEFICIENCY)
Common Stock, $0.01 Par Value -
25,000,000 shares authorized; shares issued and
outstanding: 13,588,041 and 13,245,170 at
December 31, 2003 and June 30, 2003, respectively 135,880 132,452
Deferred Compensation (16,000) -
Additional Paid-In Capital 12,310,219 12,211,181
Accumulated Deficit (12,845,386) (11,558,011)
----------------- ---------------
Total Stockholders' Equity (Deficiency) (415,287) 785,622
----------------- ---------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY) $ 3,055,705 $ 3,473,041
================= ===============
The accompanying "Notes to Consolidated Financial Statements"
are an integral part of these consolidated financial statements
Page 3
COMTEX NEWS NETWORK, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
Three months ended Six months ended
December 31, December 31,
--------------------------- --------------------------
2003 2002 2003 2002
--------------------------- --------------------------
Revenues $ 2,014,019 $2,430,124 $ 4,186,940 $ 4,861,622
Cost of Revenues
(including depreciation and
amortization expense
of approximately $99,000, $115,000,
$199,000 and $229,000, respectively) 914,524 986,718 1,846,781 1,973,751
--------------------------- --------------------------
Gross Profit 1,099,495 1,443,406 2,340,159 2,887,871
Operating Expenses
Technical Operations & Support 550,913 463,540 1,157,874 1,019,941
Sales and Marketing 159,293 258,100 244,572 539,359
General and Administrative 478,878 303,891 1,075,158 964,418
Settlement with Former Landlord 463,447 - 463,447 -
Stock-based Compensation 24,000 2,100 51,864 2,100
Depreciation and Amortization 130,972 188,206 283,742 376,714
--------------------------- --------------------------
Total Operating Expenses 1,807,503 1,215,837 3,276,657 2,902,532
Operating Income/(Loss) (708,008) 227,569 (936,498) (14,661)
Other Expense
Interest Expense (26,820) (26,268) (50,504) (51,698)
Other Expense (300,410) (18,970) (299,948) (18,358)
--------------------------- --------------------------
Other Expense (327,230) (45,238) (350,452) (70,056)
--------------------------- --------------------------
Income/(Loss) Before Provision
for Income Taxes (1,035,238) 182,331 (1,286,950) (84,717)
Provision for Income Taxes - 66 425 491
--------------------------- --------------------------
Net Income/(Loss) $ (1,035,238) $ 182,265 $ (1,287,375) $ (85,208)
============== ========== ============= ===========
Basic Earnings/(Loss) Per Common Share $ (0.08) $ 0.01 $ (0.10) $ (0.01)
============== ========== ============= ===========
Weigted Average Number of Common Shares 13,582,960 13,141,849 13,545,406 13,141,371
============== ========== ============= ===========
Diluted Earnings/(Loss) Per Common Share $ (0.08) $ 0.01 $ (0.10) $ (0.01)
============== ========== ============= ===========
Weighted Average Number of Shares
Assuming Dilution 13,582,960 13,296,079 13,545,406 13,141,371
============== ========== ============= ===========
The accompanying "Notes to Consolidated Financial Statements"
are an integral part of these consolidated financial statements
Page 4
COMTEX NEWS NETWORK, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
Six Months Ended December 31,
2003 2002
------------ --------------
Cash Flows from Operating Activities:
Net Loss $(1,287,375) $ (85,208)
Adjustments to reconcile net loss to
net cash provided by/
(used in) operating activities:
Depreciation and Amortization Expense 482,534 607,668
Bad Debt Expense/(Recovery) (25,066) 41,000
Stock Based Compensation 51,864 2,100
Loss on Disposal of Assets 300,670 14,993
Settlement with Former Landlord 360,000 -
Deferred Rent (64,959) -
Foreign Currency Translation - 6,479
Changes in Assets and Liabilities:
Accounts Receivable 90,114 (29,801)
Prepaid Expenses and Other Current Assets 16,147 68,812
Deposits and Other Assets 46,371 5,758
Accounts Payable and Other Accrued Expenses 371,056 (628,257)
Accrued Payroll Expense (225,541) (106,721)
Deferred Revenue (86,291) (60,504)
------------ --------------
Net Cash provided by/(used in)
Operating Activities 29,524 (163,681)
Cash Flows from Investing Activities:
Proceeds from Sale of Assets 52,445 -
Increase in Resricted Cash (360,000) -
Purchases of Property and Equipment (77,813) (159,750)
------------ --------------
Net Cash used in Investing Activities (385,368) (159,750)
Cash Flows from Financing Activities:
Repayments of Capital Lease Obligations (29,932) (18,241)
Repayments on Note Payable - Affiliate - (35,000)
Proceeds from Bank Financing Agreement 414,688 -
Issuance of Stock under
Employee Stock Purchase Plan 829 13,901
Proceeds from Exercise of Stock Options 33,773 -
------------ --------------
Net Cash provided by/(used in)
Financing Activities 419,358 (39,340)
------------ --------------
Effect of Exchange Rate Changes on Cash - (1,220)
------------ --------------
Net Increase/(Decrease) in Cash 63,514 (363,991)
Cash at Beginning of Period 464,981 860,548
------------ --------------
Cash at End of Period $ 528,495 $ 496,557
============ ==============
The accompanying "Notes to Consolidated Financial Statements"
are an integral part of these consolidated financial statements
Page 5
COMTEX NEWS NETWORK, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
December 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. (inactive as of
December 31 2002), are unaudited. However, in the opinion of
management, they 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, 2003 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, 2003 ("2003 Form 10-K"), as filed
with the Securities and Exchange Commission on September 25,
2003.
In December 2002, the FASB issued SFAS No. 148 (SFAS 148),
Accounting for Stock-Based Compensation-Transition and
Disclosure, which amends SFAS No. 123 (SFAS 123), Accounting for
Stock-Based Compensation. SFAS 148 provides alternative methods
of transition for a voluntary change to the fair value-based
method of accounting for stock-based employee compensation and
amends the disclosure requirements of SFAS 123 to require
disclosures in both the annual and interim financial statements
about the method of accounting for stock-based employee
compensation and the effect of the method used on reported
results. In contrast, the Company will continue to account for
its employee stock option plans in accordance with APB 25 and
related interpretations, which results in no charge to earnings
when options are issued at fair market value. As of the quarter
ended March 31, 2003, the Company has adopted the disclosure
rules of SFAS No. 148 and does not expect that this statement
will have a material impact on its financial statements.
Had the Company determined compensation cost based on the fair
value at the grant date for its stock options under SFAS 123,
the Company's net loss and net loss per share would have
increased to the pro forma amounts below:
Three Months Ended Six Months Ended
December 31, December 31,
2003 2002 2003 2002
------------ ----------- ------------- -----------
Net (Loss)/Income, as reported $ (1,035,238) $ 182,265 $ (1,287,375) $ (85,208)
Deduct: Total stock-based
employee compensation expense
determined under fair-value-based
method for all awards, net of
related tax effects 36,684 279,631 205,920 313,728
------------ ----------- ------------ ------------
Pro Forma Net Loss $ (1,071,922) $ (97,366) $ (1,493,295) $ (398,936)
============ =========== ============= ============
Basic and Diluted (Loss)/Income
Per Share, as reported $ (0.08) $ 0.01 $ (0.10) $ (0.01)
Basic and Diluted Loss Per Share,
pro forma $ (0.08) $ (0.01) $ (0.10) $ (0.03)
The per share weighted-average fair value of stock
options granted for the three and six month periods
ended December 31, 2003 and 2002 was $0.23 and $0.25,
and $0.14 and $0.14 respectively, on the grant date with
the following weighted average assumptions:
Three Months Ended Six Months Ended
December 31, December 31,
2003 2002 2003 2002
---------- -------------- ------------- --------------
Expected dividend yield 0% 0% 0% 0%
Risk-free interest rate 4.5% 3.25% - 4.82% 3.56%- 4.5% 3.25% - 4.82%
Expected life (in years) 10 5 10 5
Volatility 1.5 1.10 - 1.23 1.5 1.10 - 1.23
The Company accounts for non-employee stock-based awards, in
which goods or services are the consideration received for the
equity instruments issued, based on the fair value of the equity
instruments issued in accordance with the EITF 96-18, Accounting
For Equity Instruments That Are Issued To Other Than Employees
For Acquiring, or in Conjunction With Selling Goods or Services.
Loss per share is presented in accordance with the provisions of
SFAS No. 128, "Earnings Per Share" ("EPS"). Basic EPS excludes
dilution for potentially dilutive securities and is computed by
dividing losses available to common shareholders by the weighted
average number of common shares outstanding for the period.
Diluted EPS reflects the potential dilution that could occur if
securities or other contracts to issue common stock were
exercised or converted
into common stock and resulted in the issuance of common stock.
Diluted net loss per share is equal to basic net loss per share
since all potentially dilutive securities are anti-dilutive for
each of the periods presented with a net loss.
Certain amounts for the three and six months ended December 31,
2002, and as of June 30, 2003, have been reclassified to conform
to the presentation as of and for the three and six months ended
December 31, 2003.
2. Income Taxes
The Company accounts for income taxes in accordance with SFAS
No. 109, Accounting for Income Taxes. Under this method,
deferred tax liabilities and assets are determined based on the
difference between the financial statement and tax bases of
assets and liabilities using the enacted tax rates in effect for
the year in which the differences are expected to reverse.
Deferred tax assets are reduced by a valuation allowance when the
Company cannot make the determination that it is more likely than
not that some portion or all of the related tax asset will be
realized.
3. Commitments and Contingencies
In July 2003, the Company commenced negotiations with its former
landlord, Plaza I-A Associates ("Plaza I-A") regarding the
proposed termination of the lease obligation at 4900 Seminary
Road, Alexandria, Virginia. As part of the negotiations, on
September 3, 2003, Plaza I-A filed a lawsuit in Alexandria
General District Court in the Commonwealth of Virginia for
approximately $92,000 in unpaid rent and late fees through
September 30, 2003.
On December 9, 2003, the Company and Plaza I-A executed a
settlement agreement terminating the subject lease and the above
lawsuit was dismissed on or about December 17, 2003. The total
remaining liability on the lease was approximately $2.6 million
prior to the settlement agreement. Pursuant to the terms of the
settlement agreement, the Company paid rent and legal fees of
approximately $147,000 and entered into a four-year note payable
to Plaza I-A for $360,000. Settlement expense with Plaza I-A for
the three and six months ended December 31, 2003 includes the
$360,000 expense for the four-year note, approximately $128,000
in commissions and legal fees, as well as an expense related to
the forfeiture of the Company's security deposit in the face
amount of approximately $62,000, partially offset by the recovery
of deferred rent expense of approximately $87,000.
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 not be material to our
financial condition.
4. Notes Payable
In December 2003, in connection with the lease termination
discussed above (see "Commitments and Contingencies"), the
Company executed a four-year note payable in the amount of
$360,000 to Plaza I-A, effective November 1, 2003, with interest
payable monthly at 4% per annum and principal payments of $10,000
per month, beginning January 1, 2005. The note is secured by a
letter of credit provided by Silicon Valley Bank (the "Bank").
The letter of credit is secured by the Company's $360,000
certificate of deposit held by the Bank.
Also in December 2003, the Company entered into an Accounts
Receivable Purchase Agreement with the Bank (the "Financing
Agreement"), which provides for a revolving line of credit of up
to $1 million collateralized by the Company's accounts
receivable. At December 31, 2003, approximately $415,000 was due
to the Bank related to advances under the Financing Agreement.
On December 9, 2003, the Company executed an amendment to the
Amended, Consolidated and Restated 10% Senior Subordinated
Secured Note (the "Amended Note"), payable to Amasys Corporation
("Amasys"), an affiliated company, (said amendment the "Third
Amendment") for the purpose of reducing the price at which the
Amended Note may be converted into common stock of the Company.
Pursuant to the Third Amendment, Amasys agreed to subordinate the
Amended Note to both the Company's note payable to its former
landlord and to the Financing Agreement. In consideration for
these subordination agreements, the Company agreed to reduce the
conversion price stipulated in the Amended Note from the
previously-stated conversion price of $1.20 per share to $0.75
per share, and to increase this conversion price by $0.05 every
one hundred and eighty (180) days thereafter. As of December 31,
2003, the Amended Note had a principal balance of $856,954.
5. Subsequent Events
On February 9, 2004, the Company announced that C.W. Gilluly,
Ed.D. had been elected Chairman of the Board of Directors and
appointed to the position of Interim Chief Executive Officer.
Stephen W. Ellis, former Chairman and CEO, and Laurence F.
Schwartz, former President, resigned their positions.
Comtex also announced that Mr. Pieter VanBennekom joined its
Board of Directors following the resignation of Mr. Ellis from
the Board.
6. Board of Director Interlocks and Insider Participation
C.W. Gilluly, Ed.D. serves as Chairman and Interim Chief
Executive Officer of the Company. Dr. Gilluly also serves as
Chairman and Chief Executive Officer of AMASYS.
Robert J. Lynch, Jr., who has served as a Director of the Company
since January 2003, is also a Director of AMASYS.
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, 2003, as
filed with the Securities and Exchange Commission on September
25, 2003. Historical results and percentage relationships among
any amounts in the Consolidated Financial Statements are not
intended 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, 2003 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 maintenance of
effective operating expense controls.
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, 2003, to the
three months ended December 31, 2002
During the three months ended December 31, 2003, we incurred
an operating loss of approximately $708,000, compared to
operating income of approximately $228,000 during the three
months ended December 31, 2002. We reported a net loss of
approximately $1,035,000 during the three months ended December
31, 2003, compared to net income of approximately $182,000 for
the three months ended December 31, 2002. As discussed below,
the operating and net losses are due primarily to the settlement
of the liability on an operating lease, the loss on disposal of
assets related to office and data center moves, an increase in
legal fees, and a decrease in revenues and gross profit margins,
all partially offset by decreased operating expenses. These
factors are more fully discussed below.
Revenues consist primarily of royalty revenues and fees from
the licensing of content products to information distributors.
During the three months ended December 31, 2003, total revenues
were approximately $2,014,000, or approximately $416,000 (17%)
less than the total revenues for the three months ended December
31, 2002. The decline in revenues is due to a loss of clients as
a result of business closures, primarily in the Internet and
personal investor markets, as well as reductions in our
distributor clients' royalties due to a decline in their
revenues.
Our cost of revenues consists primarily of content license
fees and royalties to information providers, depreciation and
amortization expense on our production software, and data
communication costs for the delivery of our products to
customers. The cost of revenues for the three months ended
December 31, 2003 was approximately $915,000, or approximately
$72,000 (7%) less than the cost of revenues for the three months
ended December 31, 2002. The decrease in cost is due to a
decrease in content royalties of approximately $43,000, based on
our decreased revenues for the period and negotiated reductions
in license fees to information providers; a decrease of
approximately $15,000 in data communication costs to receive and
distribute content; and a decrease of approximately $15,000 in
depreciation and amortization expense based on the write-off of a
product offering during fiscal year 2003. 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 gross revenues.
Gross profit for the three months ended December 31, 2003 was
approximately $1,099,000, or approximately $344,000 (24%) less
than the gross profit for the same period in the prior year.
Gross profit as a percentage of revenue declined for the three
months ended December 31, 2003, to approximately 55% from
approximately 59% for the three months ended December 31, 2002.
The decline is based on the decrease in gross revenues,
accompanied by a lesser corresponding decrease in content
royalties, as discussed above.
Total operating expenses for the three months ended December 31,
2003 were approximately $1,808,000, representing an approximate
$592,000 (49%) increase in operating expenses from the three
months ended December 31, 2002. This increase in expenses
resulted from increases in technical operations and support,
general and administrative expenses, settlement expenses related
to a lease termination with a former landlord, and stock-based
compensation. These increases were partially offset by decreases
in sales and marketing and depreciation and amortization
expenses. Excluding the former landlord settlement and legal
expense recovery, discussed below, total operating expenses for
the three months ended December 31, 2003 decreased approximately
$266,000, or 17%, from the total operating expenses for the three
months ended December 31, 2002.
Technical operations and support expenses during the three
months ended December 31, 2003 increased approximately $87,000
(19%) from the level of these expenses in the three months ended
December 31, 2002. The increase is primarily related to the
reversal of previously accrued bonuses in the quarter ended
December 31, 2002 versus no bonus expense in the current period.
The company also recorded fees for consultants providing
technical management, systems administration, and programming
services during the period, which were generally offset by
decreases in compensation related to reductions in technical
operations and support personnel.
Sales and marketing expenses decreased by approximately $99,000
(38%) for the three months ended December 31, 2003, compared to
the three months ended December 31, 2002. The decrease is the
result of decreases in sales and marketing personnel and related
expenses compared to the same quarter in the previous year, as
well as the shutdown of sales operations in Spain.
General and administrative expenses for the three months
ended December 31, 2003 increased approximately $175,000 (58%)
compared to these expenses during the three months ended December
31, 2002. The increase in expenses related primarily to the
recovery of accrued contingent expenses of approximately $394,000
related to a favorable litigation settlement in December, 2002.
The recovery of those legal fees reduced the expenses in the
quarter ended December 31, 2002 in comparison to the current
quarter. Excluding this $394,000 recovery, general and
administrative expenses for the three months ended December 31,
2003 decreased by approximately $219,000 compared to the three
months ended December 31, 2002, due to decreases in general and
administrative personnel and related expenses, as well as a
decrease in rent expense as a result of a reduction in leased
office space. During the quarter ended December 31, 2003, the
Company reduced its leased office space from one location of
approximately 17,000 square feet to two locations totaling
approximately 5,000 square feet, thereby reducing its monthly
expense for leased office space to approximately $11,000 from
approximately $40,000.
The settlement with former landlord, Plaza I-A, related to the
termination of an approximate $2.6 million remaining liability on
our office lease (including back rent and future lease
obligations). This settlement expense included $360,000 for a
four-year note payable, approximately $128,000 in commissions and
legal fees, as well as an expense related to the forfeiture of
the Company's security deposit in the face amount of
approximately $62,000, partially offset by the reversal of
deferred rent expense of approximately $87,000.
Stock-based compensation of approximately $24,000 related to the
vesting of warrants granted to a consultant in September 2003.
The grant of a non-qualified stock option to a consultant in
December 2002 resulted in stock-based compensation of
approximately $2,000 during the quarter ended December 31, 2002.
Depreciation and amortization expense for the three months ended
December 31, 2003 was approximately $57,000 (30%) lower than the
expense during the same period in the prior year. The decrease
was due to the disposal of two asset groups that were determined
to be impaired in the fourth quarter of the fiscal year ended
June 30, 2003, as well as the disposal of assets related to the
office move and the move of our data center to an offsite, hosted
facility.
Other expense, net of other income, for the three months ended
December 31, 2003 increased approximately $282,000, or 623%,
compared to the three months ended December 31, 2002. The
increase was primarily due to the loss on disposal of the assets
associated with the office and data center moves.
Comparison of the six months ended December 31, 2003 to the six
months ended December 31, 2002
During the six months ended December 31, 2003, we incurred
an operating loss of approximately $936,000, compared to an
operating loss of approximately $15,000 during the six months
ended December 31, 2002. We reported a net loss of approximately
$1,287,000 during the six months ended December 31, 2003,
compared to a net loss of approximately $85,000 for the six
months ended December 31, 2002. As discussed below, the
increases in both operating and net losses are due primarily to
the settlement of the liability on an operating lease, loss on
disposal of assets related to office and data center moves, an
increase in legal fees, and a decrease in revenues and gross
profit margins, all partially offset by decreased operating
expenses.
Revenues consist primarily of royalty revenues and fees from
the licensing of content products to information distributors.
During the six months ended December 31, 2003, total revenues
were approximately $4,187,000, or approximately $675,000 (14%)
less than the total revenues for the six months ended December
31, 2002. The decline in revenues is due to a loss of clients as
a result of business closures, primarily in the Internet and
personal investor markets, as well as reductions in our
distributor clients' royalties due to a decline in their
revenues.
Our cost of revenues consists primarily of content license
fees and royalties to information providers, depreciation and
amortization expense on our production software, and data
communication costs for the delivery of our products to
customers. The cost of revenues for the six months ended
December 31, 2003 was approximately $1,847,000, or approximately
$127,000 (6%) less than the cost of revenues for the six months
ended December 31, 2002. The decrease in cost is due to a
decrease in content royalties of approximately $74,000, based on
our decreased revenues for the period and negotiated reductions
in license fees to information providers; a decrease of
approximately $20,000 in data communication costs to receive and
distribute content; and a decrease of approximately $30,000 in
depreciation and amortization expense based on the write-off of a
product offering during fiscal year 2003. 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 gross revenues.
Gross profit for the six months ended December 31, 2003 was
approximately $2,340,000, or approximately $548,000 (19%) less
than the gross profit for the same period in the prior year.
Gross profit as a percentage of revenue declined for the six
months ended December 31, 2003, to approximately 56% from
approximately 59% for the six months ended December 31, 2002.
The decline is based on the decrease in gross revenues,
accompanied by a lesser corresponding decrease in content
royalties, as discussed above.
Total operating expenses for the six months ended December 31,
2003 were approximately $3,277,000, representing an approximate
$374,000 (13%) increase in operating expenses from the six months
ended December 31, 2002. This increase in expenses resulted from
increases in technical operations and support expenses, general
and administrative expenses, settlement of expenses related to a
lease termination with a former landlord, and stock-based
compensation. These increases were partially offset by decreases
in sales and marketing expenses and depreciation and
amortization. Excluding the former landlord settlement and legal
expense recovery, discussed below, the total operating expenses
for the six months ended December 31, 2003 decreased
approximately $483,000, or 15%, from the total operating expenses
for the six months ended December 31, 2002.
Technical operations and support expenses during the six
months ended December 31, 2003 increased approximately $138,000
(14%) from the level of these expenses in the six months ended
December 31, 2002. The increase during the period is primarily
related to fees for consultants for providing technical
management, systems administration, and programming services to
streamline and migrate our production data center to an offsite,
hosted facility, as well as the reversal of previously-accrued
bonuses in the quarter ended December 31, 2002, versus no bonus
expense in the current period. The increase in expenses was
partially offset by decreases in technical operations and support
personnel.
Sales and marketing expenses decreased by approximately $295,000
(55%) for the six months ended December 31, 2003, compared to the
six months ended December 31, 2002. The decrease is the result
of decreases in sales and marketing personnel and related
expenses, compared to the same period in the previous year, as
well as the shutdown of sales operations in Spain as of December
31, 2002.
General and administrative expenses for the six months ended
December 31, 2003 increased approximately $111,000 (11%),
compared to these expenses during the six months ended December
31, 2002. The increase in expenses related primarily to the
recovery of accrued contingent expenses of approximately $394,000
related to a favorable litigation settlement in December, 2002.
The recovery of those legal fees reduced the expenses in the six
months ended December 31, 2002 in comparison to the current six-
month period. Excluding this $394,000 recovery, general and
administrative expenses for the six months ended December 31,
2003 decreased by approximately $283,000 compared to the six
months ended December 31, 2002, due to decreases in general and
administrative personnel and related expenses, as well as a
decrease in rent expense as a result of a reduction in leased
office space. During the six months ended December 31, 2003, the
Company reduced its leased office space from one location of
approximately 17,000 square feet to two locations totaling
approximately 5,000 square feet, thereby reducing its monthly
expense for leased office space to approximately $11,000 from
approximately $40,000.
The settlement with former landlord, Plaza I-A, related to the
termination of an approximate $2.6 million remaining liability on
our office lease (including back rent and future lease
obligations) during the six months ended December 31, 2003. This
settlement expense included $360,000 for a four-year note
payable, approximately $128,000 in commissions and legal fees, as
well as an expense related to the forfeiture of the Company's
security deposit in the face amount of approximately $62,000,
partially offset by the reversal of deferred rent expense of
approximately $87,000.
Stock-based compensation of approximately $52,000 consisted of
approximately $20,000 due to the conversion of an incentive stock
option to a non-qualified stock option to a member of the Board
of Directors and $32,000 for the vesting of warrants granted to a
consultant during the six months ended December 31, 2003. The
grant of a non-qualified stock option to a consultant in December
2002 resulted in stock-based compensation of approximately $2,000
during the same period in the prior year.
Depreciation and amortization expense for the six months ended
December 31, 2003 was approximately $93,000 (25%) lower than the
expense during the prior year period. The decrease was due to
the disposal of two asset groups that were determined to be
impaired in the fourth quarter of the fiscal year ended June 30,
2003, as well as the disposal of assets related to the office
move and the move of our data center to an offsite, hosted
facility.
Other expense, net of other income, for the six months ended
December 31, 2003 increased approximately $280,000, or 400%,
compared to the six months ended December 31, 2002. The increase
was primarily due to the loss on disposal of the assets
associated with the office and data center moves.
FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES
For the six months ended December 31, 2003, we incurred an
operating loss of approximately $936,000 and a net loss of
approximately $1,287,000. At December 31, 2003, we had a working
capital deficit of approximately $891,000, compared with a
working capital deficit of approximately $399,000 at June 30,
2003. We had net stockholders' deficit of approximately $415,000
at December 31, 2003, compared to net stockholders' equity at
June 30, 2003 of approximately $786,000. The decrease in
stockholders' equity is primarily due to the net loss incurred
during the six months ended December 31, 2003, partially offset
by the exercise of stock options.
We had cash of approximately $528,000 at December 31, 2003,
compared to approximately $465,000 at June 30, 2003. For the six
months ended December 31, 2003, operating activities generated
approximately $30,000 in cash. Investing activities included
capital expenditures of approximately $78,000 during the six
months ended December 31, 2003, primarily for the migration of
our production data center to an offsite, hosted facility, and
the receipt of approximately $52,000 in proceeds from the sale of
fixed assets. Further, we deposited $360,000 in a certificate of
deposit to secure a letter of credit from the Bank (see "Notes
Payable" in the Notes to Consolidated Financial Statements,
above). Financing activities generated approximately $419,000 in
cash from the exercise of stock options and funding from the Bank
under the Financing Agreement, entered into in December 2003 (see
"Notes Payable" in the Notes to Consolidated Financial
Statements, above), partially offset by payments made on capital
leases.
The Company's future contractual obligations and commitments as
of December 31, 2003 were as follows:
Amounts Due by Period:
2008 and
2004 2005 2006 2007 thereafter
----------------------------------------------------
Operating Leases $63,563 $78,380 $80,731 $23,865 $ -
Capital Leases 42,443 45,037 20,219 5,055 -
Note Payable, Affiliate - - - - 856,954
Note Payable, Other - 60,000 120,000 120,000 60,000
------------------------------------------------------
Total $106,006 $183,417 $220,950 $148,920 $ 916,954
Currently we are dependent on our cash reserves and accounts
receivable financing through the Bank to fund operations. We
incurred net losses for the six months ended December 31, 2003,
and the years ended June 30, 2003 and 2002 and our revenue base
has declined and continues to decline. Assuming no immediate
increase in revenue or an infusion of capital, the Company is at
risk of being unable to generate sufficient liquidity to meet its
obligations. The Company utilized and continues to utilize its
Financing Agreement to meet its liquidity needs. Further
corporate consolidation or market deterioration affecting our
customers would 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 a loss of approximately $402,000
for the six months ended December 31, 2003, compared to EBITDA of
approximately $595,000 for the six months ended December 31,
2002. The decrease for the current period is primarily the
result of the negotiated termination of an operating lease.
The table below shows the reconciliation between net loss and
EBITDA.
Six Months
Ended December 31,
2003 2002
(amounts in thousands)
------------------------
Reconciliation to EBITDA:
Net Loss ($ 1,287) ($85)
Stock Based Compensation 52 2
Depreciation and Amortization 483 608
Interest/Other Expense 350 70
Income Taxes - -
---------- ----------
EBITDA ($ 402) $ 595
EBITDA consists of earnings before interest expense, interest and
other income, income taxes, depreciation and amortization.
EBITDA does not represent funds available for management's
discretionary use and is not intended to represent cash flow from
operations. EBITDA should also not be construed as a substitute
for operating income or a better measure of liquidity than cash
flow from operating activities, which are determined in
accordance with generally accepted accounting principles. EBITDA
excludes components that are significant in understanding and
assessing our results of operations and cash flows. In addition,
EBITDA is not a term defined by generally accepted accounting
principles, and as a result, our measure of EBITDA might not be
comparable to similarly titled measures used by other companies.
However, we believe that EBITDA is relevant and useful
information, which is often reported and widely used by analysts,
investors and other interested parties in our industry.
Accordingly, we are disclosing this information to permit a more
comprehensive analysis of our operating performance, as an
additional meaningful measure of performance and liquidity, and
to provide additional information with respect to our ability to
meet future debt service, capital expenditure and working capital
requirements. See the audited financial statements and notes
thereto contained elsewhere in this report for more detailed
information.
Item 3.
QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
None.
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
In July 2003, the Company commenced negotiations with its
former landlord, Plaza I-A Associates ("Plaza I-A") regarding the
proposed termination of the lease obligation at 4900 Seminary
Road, Alexandria, Virginia. As part of the negotiations, on
September 3, 2003, Plaza I-A filed a lawsuit in Alexandria
General District Court in the Commonwealth of Virginia for
approximately $92,000 in unpaid rent and late fees through
September 30, 2003.
On December 9, 2003, the Company and Plaza I-A executed a
settlement agreement terminating the subject lease and the above
lawsuit was dismissed on or about December 17, 2003. The total
remaining liability on the lease was approximately $2.6 million
prior to the settlement agreement. Pursuant to the terms of the
settlement agreement, the Company paid rent and legal fees of
approximately $147,000 and entered into a four-year note payable
to Plaza I-A for $360,000. Settlement expense with Plaza I-A for
the three and six months ended December 31, 2003 includes the
$360,000 expense for the four-year note, approximately $128,000
in commissions and legal fees, as well as an expense related to
the forfeiture of the Company's security deposit in the face
amount of approximately $62,000, partially offset by the recovery
of deferred rent expense of approximately $87,000.
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 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
A The Company's Annual Meeting of Stockholders was held
December 4, 2003
B At the Annual Meeting, the Company's stockholders:
1. Reelected one of the Company's directors;
2. Approved the Comtex News Network, Inc. 2003 Incentive Stock
Plan for the purpose of obtaining incentive stock option
treatment under Section 422 of the Internal Revenue Code of 1986,
as amended, for options granted to employees; and
3. Ratified the appointment of Goldstein, Golub, Kessler, LLP
as independent auditors for fiscal year 2004.
The following votes were cast at the Annual Meeting with respect
to each of the matters above:
Election of Director:
Abstentions and
Director Votes For Votes Withheld Broker Non-Votes
Erik Hendricks 12,165,925 499,009 -
Approval of the Comtex News Network, Inc. 2003 Incentive Stock Plan:
Abstentions and
Votes For Votes Against Broker Non-Votes
8,814,456 463,749 3,386,729
Ratification of Appointment of Accountants:
Abstentions and
Votes For Votes Against Broker Non-Votes
12,278,893 349,025 37,016
Item 5. Other Information
None.
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits
10. Third Amendment to Amended, Consolidated and Restated 10%
Senior Subordinated Secured Note between the Company and AMASYS
Corporation dated as of December 9, 2003.
31.1 Certification of Chief Executive Officer pursuant to Section
302 of the Sarbanes-Oxley Act of 2002.
31.2 Certification of Chief Financial Officer pursuant to Section
302 of the Sarbanes-Oxley Act of 2002.
32.1 Certification of Chief Executive Officer pursuant to Section
906 of the Sarbanes-Oxley Act of 2002.
32.2 Certification of Chief Financial Officer pursuant to Section
906 of the Sarbanes-Oxley Act of 2002.
(b) Reports on Form 8-K
On January 12, 2004, the Company filed a report on Form
8-K announcing that it has selected Silicon Valley
Bank, the primary banking subsidiary of Silicon Valley
Bancshares for its principal banking relationship and
an initial $1 million line of credit for working
capital purposes.
On February 9, 2004, the Company filed a report on Form
8-K announcing that C.W. Gilluly, Ed.D. had been elected
Chairman of the Board of Directors and appointed to the
position of Interim Chief Executive Officer. Stephen
W. Ellis, former Chairman and CEO, and Laurence F.
Schwartz, former President, resigned their positions.
Comtex also announced that Mr. Pieter VanBennekom has
joined its Board of Directors, following the
resignation of Mr. Ellis from the Board.
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 17, 2004 By:/S/C.W. GILLULY
C.W. Gilluly, Ed.D.
Chairman and Interim Chief Executive
Officer
(Principal Executive Officer)
By:/S/ROBIN Y. DEAL
Robin Y. Deal
Vice President, Finance & Accounting
(Principal Financial and Accounting
Officer)