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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: July 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 0-2180
COVISTA COMMUNICATIONS, INC.
(Exact name of registrant as specified in its charter)
New Jersey 22-1656895
(State or other Jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
721 Broad Street, Suite 200 Chattanooga, TN 37402
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (423) 648-9700
Not Applicable
(Former address of principal executive offices)
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 the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
Class Outstanding at September 12, 2003
Common Share, $.05 par value 17,806,425 shares
COVISTA COMMUNICATIONS, INC.
AND SUBSIDIARIES
SECOND QUARTER REPORT ON FORM 10-Q
INDEX
PAGE No.
PART I - FINANCIAL INFORMATION
Condensed Consolidated Statements of Operations and Comprehensive Loss 3
Six months ended July 31, 2003 and 2002 (unaudited) and three months
ended July 31, 2003 and 2002 (unaudited)
Condensed Consolidated Balance Sheets 4-5
July 31, 2003 (unaudited), and January 31, 2003
Condensed Consolidated Statements of Cash Flows 6
Six months ended July 31, 2003 and 2002 (unaudited)
Notes to Condensed Consolidated Financial Statements (unaudited) 7-13
Management's Discussion and Analysis of
Financial Condition and Results of Operations 14-17
Critical Accounting Policies 18-20
PART II - OTHER INFORMATION
Items 1-5 Not Applicable 21
Items 6 21
CERTIFICATIONS AND SIGNATURES 22-26
2
COVISTA COMMUNICATIONS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
(Unaudited)
Six Months Ended Three Months Ended
July 31, July 31,
---------------------------- ----------------------------
2003 2002 2003 2002
---- ---- ---- ----
NET REVENUE $ 44,726,956 $ 50,229,089 $ 21,457,099 $ 25,680,947
------------ ------------ ------------ ------------
Costs and Expenses
Cost of revenue 25,333,344 33,276,396 12,045,142 16,849,995
Selling, general and administrative 17,808,471 20,870,727 8,692,406 11,328,925
Depreciation and amortization 3,080,752 2,490,018 1,513,656 1,243,053
------------ ------------ ------------ ------------
Total costs and expenses 46,222,567 56,637,141 22,251,204 29,421,973
------------ ------------ ------------ ------------
OPERATING (LOSS) INCOME (1,495,611) (6,408,052) (794,105) (3,741,026)
------------ ------------ ------------ ------------
Other Income (Expense)
Interest income 10,412 44,328 5,503 42,711
Other -- 26,471 112,146
Interest (expense) (177,529) (255,313) (96,325) (141,751)
------------ ------------ ------------ ------------
Total other (167,117) (184,514) (90,822) 13,106
NET (LOSS) BEFORE TAXES (1,662,728) (6,592,566) (884,927) (3,727,920)
Income tax benefit -- 511,220 -- 511,220
NET (LOSS) (1,662,728) $ (6,081,346) (884,927) $ (3,216,700)
------------ ------------ ------------ ------------
BASIC (LOSS) PER COMMON SHARE $(0.09) $(0.48) $(0.05) $(0.25)
------------ ------------ ------------ ------------
DILUTED (LOSS) PER COMMON SHARE $(0.09) $(0.48) $(0.05) $(0.25)
------------ ------------ ------------ ------------
See notes to condensed consolidated financial statements.
3
COVISTA COMMUNICATIONS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
July 31, 2003 January 31, 2003
------------- ----------------
(Unaudited)
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $ 3,336,538 $ 3,444,307
Accounts receivable, net 12,240,130 15,716,015
Prepaid expenses and other current assets 698,242 626,574
----------- -----------
TOTAL CURRENT ASSETS 16,274,910 19,786,896
----------- -----------
PROPERTY AND EQUIPMENT, NET 13,300,584 15,150,416
----------- -----------
OTHER ASSETS:
Deferred line installation costs, net 539,163 473,688
Intangible assets, net 5,749,507 6,786,967
Goodwill 8,205,850 8,205,850
Other assets 475,276 646,581
----------- -----------
TOTAL OTHER ASSETS 14,969,796 16,113,086
----------- -----------
TOTAL ASSETS $44,545,290 $51,050,398
=========== ===========
See notes to condensed consolidated financial statements.
4
COVISTA COMMUNICATIONS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
July 31, 2003 January 31, 2003
--------------- ----------------
(Unaudited)
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Current portion of long-term debt $ 1,238,244 $ 2,827,999
Current portion of long-term debt due
to related party $ 1,268,827 --
Accounts payable 10,426,890 15,073,691
Other current and accrued liabilities 11,803,886 11,024,151
Salaries and wages payable 352,475 397,430
----------- -----------
TOTAL CURRENT LIABILITIES 25,090,322 29,323,271
----------- -----------
OTHER LONG-TERM LIABILITIES 233,072 223,434
----------- -----------
LONG-TERM DEBT -- 1,810,759
LONG-TERM DEBT DUE TO RELATED PARTY 1,191,690 --
----------- -----------
TOTAL LIABILITIES 26,515,084 31,357,464
----------- -----------
SHAREHOLDERS' EQUITY:
Common Stock 965,796 965,976
Additional paid-in-capital 52,834,984 52,834,984
Accumulated deficit (34,325,314) (32,662,586)
Treasury stock (1,445,440) (1,445,440)
----------- -----------
TOTAL SHAREHOLDERS' EQUITY 18,030,206 19,692,934
----------- -----------
$44,545,290 $51,050,398
=========== ===========
See notes to condensed consolidated financial statements.
5
COVISTA COMMUNICATIONS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
Six Months Ended July 31,
2003 2002
------------ ------------
OPERATING ACTIVITIES:
Net loss $(1,662,728) $(6,081,346)
Adjustment for non-cash charges 4,137,256 4,200,556
Changes in assets and liabilities, net of effect of acquisition of business (1,383,365) (2,606,064)
------------ ------------
Net cash provided by (used in) in by operating activities 1,091,163 (4,486,854)
------------ ------------
INVESTING ACTIVITIES:
Cash acquired in purchase of business -- 1,179,165
Proceeds on sale of marketable securities -- 439,773
Purchase of property and equipment (118,515) (1,345,415)
Additions to deferred line installation costs (140,421) (12,802)
------------ ------------
Net cash provided by (used in) investing activities (258,936) 260,721
------------ ------------
FINANCING ACTIVITIES:
Sale of Common Stock -- 277,433
Proceeds of loan from shareholder -- 6,375,000
Bank Borrowing, Net (939,996) 141,332
------------ ------------
Net cash provided by (used in) financing activities (939,996) 6,793,765
------------ ------------
NET CHANGE IN CASH AND CASH EQUIVALENTS (107,769) 2,567,632
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 3,444,307 1,379,038
------------ ------------
CASH AND CASH EQUIVALENTS, END OF PERIOD $ 3,336,538 $ 3,946,670
============ ============
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid (received) during the period for:
Interest $ 177,529 $ 255,313
Tax refund -- (511,220)
Business Acquired
Fair Value of Assets -- $23,028,630
Less Liability Assumed -- (10,056,503)
Less: Stock Consideration for business acquired -- (14,151,299)
Cash acquired from business acquired -- (1,179,172)
See notes to condensed consolidated financial statements
6
COVISTA COMMUNICATIONS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE A - BASIS OF PRESENTATION
The accompanying unaudited condensed consolidated financial statements have
been prepared in accordance with generally accepted accounting principles for
interim financial information and with the instructions to Form 10-Q and Rule
10-01 of Regulation S-X. They do not include all information and notes required
by generally accepted accounting principles for complete financial statements.
However, except as disclosed herein, there has been no material change in the
information disclosed in the notes to the consolidated financial statements
included in the Annual Report on Form 10-K of Covista Communications, Inc. and
Subsidiaries for the fiscal year ended January 31, 2003. In the
opinion of management, all adjustments (consisting of normal recurring accruals
only) considered necessary for a fair presentation have been included. Operating
results for the six-month period ended July 31, 2003 are not necessarily
indicative of the results that may be expected for the year ending January 31,
2004. Certain reclassifications have been made to conform prior years' balances
to the current year presentation.
Subsequent to the issuance of the Company's unaudited interim financial
statements for the period ended July 31, 2002, the Company determined that
certain vendor credits related to disputed amounts for telecommunications costs
had been received but not recorded as a reduction of cost of revenues
in the period such vendor credits were received. As a result, the Company
restated its unaudited results of operations from amounts previously reported
in the Company's Form 10-Q for the quarter ended July 31, 2002. A summary of
the effects of the restatement is as follows (amounts in thousands,
except per share data):
For the quarter ended July 31, 2002 For the six-months ended July 31, 2002
------------------------------------- --------------------------------------
As previously reported As restated As previously reported As restated
Operating Loss $(4,131) $(3,741) $(6,798) $(6,408)
Net Loss $(3,607) $(3,217) $(6,471) $(6,081)
Loss per share - basic and diluted $ (0.28) $(0.25) $ (.51) $ (.48)
Revenue Recognition
The Company's revenues, net of sales discounts, are recognized in the
period in which the service is provided, based on the number of minutes of
telecommunications traffic carried, and a rate per minute. Access and other
service fees charged to customers, typically monthly, are recognized in the
period in which service is provided.
Deferred Line Installation Costs
The Company defers charges from other common carriers related to the cost
of installing telephone transmission facilities (lines). Amortization of these
costs is provided using the straight-line method over the related contract life
of the lines ranging from three to five years.
7
Use of Estimates
The preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America requires
management to make estimates and assumptions that affect the reported amounts of
assets and liabilities, the disclosure of contingent assets and liabilities at
the date of the consolidated financial statements and the reported amounts of
revenues and expenses during the reported period. Actual results could differ
from those estimates.
Concentrations of Credit Risk
The Company sells its telecommunications services and products primarily to
residential, small to medium size businesses, and wholesale customers. The
Company performs ongoing credit evaluations of both its retail and wholesale
customers. The Company generally does not require collateral; however, when
circumstances warrant, deposits are required. Allowances are maintained for
such potential credit losses. The Company generally has entered into offset
arrangements with certain of its customers, who are also vendors, allowing
for the ability to offset receivables against the Company's payable balance.
8
NOTE B - NEW ACCOUNTING PRONOUNCEMENTS
In November 2002, the FASB issued FASB Interpretation No. 45 ("FIN 45"),
"Guarantees," an interpretation of FASB Statement No. 5, "Accounting for
Contingencies." This interpretation elaborates on the disclosures to be made by
a guarantor in its interim and annual financial statements about its obligations
under certain guarantees that it has issued. Covista has adopted FIN 45 and
there has not been a material impact on its financial position or results of
operations.
In January 2003, FASB issued FASB Interpretation No. 46, Consolidation of
Variable Interest Entities ("FIN 46"). FIN 46 requires a variable interest
entity to be consolidated by a company if that company is subject to a majority
of the risk of loss from the variable interest entity's activities or entitled
to receive a majority of the entity's residual returns or both. FIN 46 also
requires disclosures about variable interest entities that a company is not
required to consolidate, but in which it has a significant variable interest.
Covista has adopted FIN 46 and there has not been a material impact on its
financial position or results of operations.
In May 2003, the FASB issued SFAS No. 150, Accounting for Certain
Financial Instruments with Characteristics of Both Liabilities and Equity. SFAS
No. 150 established standards for how an issuer classifies and measures certain
financial instruments with characteristics of both liabilities and equity, and
imposes certain additional disclosure requirements. The provisions of SFAS No.
150 are generally effective for all financial instruments entered into or
modified after May 31, 2003, and otherwise if effective at the beginning of the
first interim period beginning after June 15, 2003. The Company does not expect
that this standard will have a significant effect on its consolidated financial
statements.
NOTE C - STOCK BASED COMPENSATION
The following disclosure complies with the adoption of SFAS No. 123,
amended by SFAS No. 148, "Accounting for Stock-Based Compensation - Transition
and Disclosure - an amendment of FASB Statement No. 123", and includes pro forma
net loss as if the fair value based method of accounting had been applied:
Six Months Ended July 31,
2003 2002
Net Loss as reported (000's) $(1,663) $(6,081)
Stock-based compensation expense included in reported net loss -- --
Total stock-based compensation expense determined under fair
value based method for all options (000's) $ (143) $ (174)
-------- --------
Pro forma net loss (000's) $(1,806) $(6,255)
======== ========
Basic Earnings Per Share:
As reported $ (0.09) $ (0.48)
Pro forma $ (0.10) $ (0.50)
Diluted Earnings Per Share:
As reported $ (0.09) $ (0.48)
Pro forma $ (0.10) $ (0.50)
9
For purposes of pro forma disclosures under SFAS 123, the estimated fair
value of the options is assumed to be amortized to expense over the options'
vesting periods. The fair value of the options granted has been estimated at the
various dates of the grants using the Black-Scholes option-pricing model with
the following assumptions:
o Fair market value based on the Company's closing Common Stock price on
the date the option is granted;
o Risk-free interest rate based on the weighted averaged U.S. treasury
note rates;
o Volatility based on the historical stock price over the expected term;
o No expected dividend yield based on future dividend payment plans.
NOTE D - EARNINGS PER SHARE
The following table sets forth the computation of basic and diluted loss
earnings per Common Share:
Six Months Ended July 31, Three Months Ended July 31,
2003 2002 2003 2002
---- ---- ---- ----
Numerator:
Loss available to Common Shareholders
used in basic and diluted loss per Common Share $(1,662,728) $(6,081,346) $ (884,927) $(3,216,700)
Denominator:
Weighted-average number of Common Shares used
in basic loss earnings per Common Share 17,783,092 12,568,524 17,783,092 12,670,805
Effect of diluted securities:
Common share options (1) -- -- -- --
----------- ----------- ----------- -----------
Weighted-average number of Common Shares and
diluted potential Common Shares used in diluted
loss per Common Share 17,783,092 12,568,524 17,783,092 12,670,805
----------- ----------- ----------- -----------
Basic loss Per Common Share $(0.09) $(0.48) $(0.05) $(0.25)
----------- ----------- ----------- -----------
Diluted loss per Common Share $(0.09) $(0.48) $(0.05) $(0.25)
----------- ----------- ----------- -----------
Common Shares subject to options are not included in the calculation of diluted
loss per Common Share as doing so would be antidilutive due to the net loss per
common share.
NOTE E - SEGMENT REPORTING
The Company sells telecommunication services to three distinct segments:
KISSLD which targets residential users, a retail segment, consisting primarily
of small to medium size businesses, and a wholesale segment, with sales to
other telecommunications carriers.
10
In addition to direct costs, each segment is allocated a proportion of the
Company's operating expenses, including utilization of its switching equipment
and facilities. The allocation of expenses is based upon the minutes of use
flowing through the Company's switching network. There are no intersegment
sales. When specifically identified, assets are allocated to each segment.
All intangible assets and goodwill have been allocated to the retail segment.
Capital expenditures and other assets are allocated based on total revenue.
Management evaluates performance on operating results of the three business
segments.
Summarized financial information (000's) concerning Covista's reportable
segments is shown in the following table:
KISSLD Retail Wholesale Total
------ ------ --------- -----
Six Months Ended July 31, 2003
Net Sales $8,589 $33,631 $2,507 $44,727
Operating profit (loss) (361) (482) (653) (1,496)
Assets 5,311 36,601 2,633 44,545
Capital expenditures 23 89 7 119
Six Months Ended July 31, 2002
Net Sales $3,620 $38,818 $7,791 $50,229
Operating profit (loss) (1,939) (2,890) (1,579) (6,408)
Assets 3,577 38,362 7,700 49,639
Capital expenditures 97 1,040 208 1,345
NOTE F - INCOME TAXES
For the fiscal year ended January 31, 2003, Covista established a valuation
allowance against its net deferred tax asset due to the uncertainty of realizing
certain tax credits and loss carryforwards. In the quarter ended July 31, 2003,
Covista continued this accounting treatment and recorded a full valuation
allowance against the net tax benefit arising from the quarter's net operating
loss. The result is that the net deferred tax asset of approximately $3,579,000
is fully offset by the valuation allowance and as such, does not appear as an
asset on the balance sheet. It will be reflected in the Company's balance sheet
when the net deferred tax asset can be utilized in future periods or when
management's assessment is substantially changed.
NOTE G - ACQUISITION OF CAPSULE COMMUNICATIONS
On February 8, 2002, Covista completed the acquisition of Capsule
Communications, Inc., through the issuance of 1,742,320 shares of Common Stock
and the assumption of certain liabilities and stock options. As a result,
Capsule became a wholly owned subsidiary of Covista. The Company has accounted
for the combination with Capsule as a purchase business combination under SFAS
141("Business Combination").
11
The results of Capsule's operations have been included in the Company's
Consolidated Statement of Loss and Comprehensive Loss since the date of merger.
The total purchase price, including certain direct costs, was approximately
$12,972,000 plus assumed liabilities of approximately $10,057,000. Included in
the purchase, the Company assumed options from Capsule for the purchase of
286,975 shares of Common Stock valued at approximately $1.1 million using the
Black-Scholes Valuation Model, using an exercise price of $3.49 to $20.10,
expected lives of 0.5 to 2 years, 156% volatility, 2.69% discount rate, and a
Company stock price of $6.71. In addition, the Company incurred approximately
$0.3 million in acquisition expenses.
The identifiable intangible assets acquired from Capsule were classified as
its business customer relationships valued at $1,288,000, its residential
customer relationships valued at $376,000, and its agent relationships valued at
$2,526,000. These intangibles are being amortized using the straight-line method
over a weighted average period of 40 months. Goodwill and intangible assets
acquired are not deductible for tax purposes.
NOTE H - LONG TERM DEBT
The Company had a revolving $2,000,000 credit facility with Wells Fargo
Business Credit Corporation. Interest on the revolving credit facility was
calculated at the prime lending rate plus 2 3/4%, on a minimum loan balance of
$750,000. The loan was collateralized by accounts receivable and fixed and
intangible assets of the Company. This facility was terminated and paid in full
with proceeds from a new credit facility, effective April 16, 2003.
Effective April 16, 2003, Covista executed a revolving credit and security
agreement with Capital Source Finance, LLC. This credit facility provides the
Company with an $8 million line of credit of which approximately $3,711,000
was available at July 31, 2003, based on eligible accounts receivable. An
additional $1 million becomes available upon Covista maintaining twelve
consecutive months of positive cash flow as defined in the agreement. This
thirty-six month facility allows the Company to borrow funds based on a portion
of eligible customer accounts receivable and bears interest at the Prime Rate
plus 2.00% with a floor of 6.25%. Interest, unused line and collateral
management fees are payable monthly in arrears. Covista is required to
maintain certain covenants which include cash velocity and fixed charge
coverage ratios as defined in the agreement. The loan is secured by all of the
Company's assets. Initial loan proceeds were used to payoff the Wells Fargo
facility in full. The loan balance at July 31, 2003 was $1,462,461 and is
included in current portion of long-term debt.
On June 17, 2002, Covista entered into a term loan agreement with a major
bank. The initial principal amount of this note was $3,775,000, payable in 36
monthly installments at a fixed interest rate of 4.495% for the first year and
converting to 2% over LIBOR on June 17, 2003 and thereafter or 3.1%. Effective
June 17, 2003, Covista's Chairman of the Board paid the bank in full and assumed
the remaining balance of this loan under the identical terms and conditions.
This note is secured by certain of the Company's switching equipment. The
balance on this facility was $2,460,517 at July 31, 2003 of which $1,268,827
is classified as current.
12
NOTE I -- COMMITMENTS AND CONTINGENCIES
The Company is involved in various legal and administrative actions arising
in the normal course of business. While the resolution of any such actions may
have an impact on the financial results for the period in which it is resolved,
management believes that the ultimate disposition of these matters will not have
a material adverse effect upon its consolidated results of operations, cash
flows or financial position.
13
ITEM 2
COVISTA COMMUNICATIONS, INC. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULT OF OPERATIONS
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS:
Certain matters discussed in this Quarterly Report on Form 10-Q are
"forward-looking statements" intended to qualify for the safe harbor from
liability provided by the Private Securities Litigation Reform Act of 1995.
These forward-looking statements generally can be identified as such because the
context of the statement will include words such as Covista "believes",
"anticipates", "expects", or words of similar import. Similarly, statements,
which describe Covista's future plans, objectives or goals, are also
forward-looking statements. Such forward-looking statements are subject to
certain risks and uncertainties, which are described in, close proximity to such
statements and which could cause actual results to differ materially from those
anticipated as of the date of this Report. Shareholders, potential investors and
other readers are urged to consider these factors in evaluating the
forward-looking statements and are cautioned not to place undue reliance upon
such forward-looking statements. The forward-looking statements included herein
are made only as of the date of this Report and Covista undertakes no obligation
to publicly update such forward-looking statements to reflect subsequent events
or circumstances, except as required under applicable laws.
Results of Operations
Net revenue was approximately $44,727,000 for the first six months of the
current fiscal year, a decrease of approximately $5,502,000 or 11% as compared
to the approximately $50,229,000 recorded in the first six months of the prior
fiscal year. Net sales for the second quarter of the current fiscal year were
approximately $21,457,000, a decrease of approximately $4,224,000 or 16% as
compared to the approximately $25,681,000 recorded in the second quarter of the
prior fiscal year.
KISSLD revenue for the six-month period was approximately $8,589,000, an
increase of approximately $4,969,000 or 137% over the same period from the prior
year. For the three-month period ended July 31, 2003, KISSLD revenue was
approximately $4,317,000, an increase of approximately $2,517,000 or 140% versus
the comparative quarter in the last fiscal year. The total minutes sold for
KISSLD for the six-month period ended July 31, 2003 were approximately
149,923,000, an increase of approximately 103,962,000 or 226%, versus the
comparative period in the last fiscal year. KISSLD minutes sold for the
three-month period ended July 31, 2003, were approximately 74,791,000, an
increase of approximately 40,052,000 or 115% versus the comparative quarter in
the last fiscal year.
14
Retail revenue for the six-month period was approximately $33,631,000, a
decrease of approximately $5,187,000 or 13%. For the quarter ended July 31,
2003, retail revenue was approximately $16,264,000, a decrease of $5,761,000
or 26% versus the comparative quarter in the last fiscal year. Retail minutes
sold in the six-month period ended July 31, 2003 were approximately 496,440,000
minutes, a decrease of approximately 85,993,000 minutes or 15%, versus the
comparative period in the last fiscal year. Retail minutes sold in the quarter
ended July 31, 2003 were approximately 244,347,000, a decrease of approximately
67,853,000 or 22% versus the prior fiscal year.
In connection with its planned reduction, wholesale revenue for the
six-month period was approximately $2,507,000, a decrease of approximately
$5,284,000 or 68%. For the quarter ended July 31, 2003, wholesale revenue
was approximately $876,000, a decrease of approximately $2,780,000 or 76%
versus the comparative quarter in the last fiscal year. Wholesale minutes
sold in the six-month period ended July 31, 2003 were approximately 28,229,000
minutes, a decrease of approximately 87,808,000 minutes or 76%. Wholesale
minutes sold in the quarter ended July 31, 2003 were approximately 12,017,000
minutes, a decrease of approximately 37,870,000 minutes or 76%.
Cost of revenue for the current six-month period ended July 31, 2003, was
approximately $25,333,000, a decrease of approximately $7,943,000 or 24%. These
changes were favorable in relation to the 11% decrease in net revenues for the
six-month period. The decrease in cost of revenue was primarily due to a
decrease in lower margin wholesale volume of approximately $4,756,000 and net
credits for disputed billings and general rate reductions of approximately
$3,187,000.
Cost of revenue for the three-month period ended July 31, 2003, was
approximately $12,045,000, a decrease of approximately $4,805,000 or 29.0%.
These changes were favorable in relation to the 16% decrease in revenues in the
second quarter. The decrease in cost of revenue was primarily due to a decrease
in lower margin wholesale volume of approximately $2,502,000 and net credits for
disputed billings and general rate reductions of approximately $2,303,000.
Selling, general and administrative expenses for the six-month period were
approximately $17,808,000, a decrease of approximately $3,063,000 or 15%. The
change of approximately $3,063,000 for the six-month period was primarily due
to payroll related cost reductions of approximately $1,407,000, advertising
expense reductions of approximately $1,198,000, reduction in building rent of
approximately $429,000, in addition to net decreases in other components of
approximately $29,000. For the quarter ended July 31, 2003, selling, general
and administrative expense was approximately $8,692,000, an approximate
$2,637,000, or 23% decrease over the comparative quarter in the last fiscal
year. For the three month period ended July 31, 2003, the change of
approximately $2,637,000 was comprised primarily of payroll related cost
reductions of approximately $883,000, advertising expense reductions of
approximately $895,000, reduced commission expense of approximately $529,000,
reduced building rent of approximately $247,000, in addition to net decreases
in other categories of approximately $83,000.
For the reasons described above, the operating loss for the six-month
period ended July 31, 2003 was approximately $1,496,000, a favorable decrease of
approximately $4,912,000 from the six-month period ended July 31, 2002. The
operating loss for the three-month period ended July 31, 2003 was approximately
$794,000, a favorable decrease of approximately $2,947,000 over the prior year's
three-month period ended July 31, 2002.
During the quarter ended July 31, 2002, Covista received a tax refund of
$511,220; which reflected a change in IRS regulations regarding net operating
loss carrybacks.
15
Basic and diluted loss per Common Share was $0.09 per share for the current
six-month period ended July 31, 2003 as compared to $0.48 loss per share for the
six-months ended July 31, 2002. Basic and diluted loss per Common Share was
$0.05 per share for the current three-month period ended July 31, 2003, as
compared to earnings of $0.25 per Common Share for the three-months ended July
31, 2002.
Liquidity and Capital Resources
At July 31, 2003, Covista had a working capital deficit of approximately
$8,815,000, a favorable decrease of approximately $721,000 as compared to
January 31, 2003. The ratio of current assets to current liabilities at July 31,
2003 was .65:1, as compared to the ratio of .67:1 at January 31, 2003.
In the opinion of management, cash flow from operations as well as cash
available under the revolving credit security agreement will be sufficient to
meet the operating and capital needs of the Company for at least the next twelve
months.
The decrease in cash of approximately $108,000 was the result of net cash
generated from operating activity of approximately $1,091,000, net cash used in
investing activity of approximately $259,000 and net cash used in financing
activities of approximately $940,000.
Capital Expenditures
Capital expenditures for the six-month period ended July 31, 2003 were
approximately $119,000. Capital expenditures for the remainder of Fiscal 2004
are estimated not to exceed approximately $1,000,000 and are expected to be
funded from operations.
Prepaid Network Capacity
In July 2001, Covista purchased 2.8 billion DS-0 channel miles of
telecommunications network capacity from an unaffiliated party. The unaffiliated
party has filed for Chapter 11 reorganization; however, as of the date of this
report, is continuing to perform under the agreement and therefore, management
does not believe that this asset is impaired. However, management has been
unable to determine if this carriers' bankruptcy filing would impact the
carrier's ability to fulfill its obligation to Covista under the prepaid network
capacity agreement.
As of the date hereof, Covista has used approximately 198 million DS-0
channel miles of telecommunications network capacity against the 2.8 billion
DS-0 total prepaid network capacity, of which $400,000 has been classified as a
current asset, based on anticipated usage in the next 12 months and the
remainder of the prepaid capacity amount of approximately $2,767,000 is
included in intangible assets.
Accounts Receivable and Credit Risk
Accounts receivable subjects Covista to the potential for credit risk with
customers in the retail and wholesale segments. To reduce credit risk, Covista
performs ongoing evaluations of its customers' financial condition and, except
in situations where the risk warrants it, Covista does not require a deposit or
other collateral. Accounts receivable of approximately $12,240,000, net of the
reserve for uncollectible accounts totaling approximately $1,890,000, represents
approximately 27% of the total assets of Covista.
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No one customer accounts for greater than eight percent of the total
revenues. In the wholesale segment, which contains Covista's largest customers,
Covista has been able to reduce credit risk by using reciprocal arrangements
with certain customers, which are also Covista's suppliers, to offset
outstanding receivables. Covista has historically maintained a better than three
percent ratio of bad debts to revenues. For the six-month period ended July 31,
2003, this ratio was approximately 2.4%. Covista also measures accounts
receivable turnover (as measured in days sales outstanding). For the periods
ended July 31, 2003 and 2002, days sales outstanding were 51 days and 51 days,
respectively.
Related Party Transactions
Jay J. Miller, a Director of Covista, has provided various legal services
for Covista in Fiscal 2004. In the second quarter, Covista accrued approximately
$8,000 to Mr. Miller for services rendered. As of July 31, 2003, Covista owed
Mr. Miller $58,000.
Leon Genet, a Director of Covista, has provided agent services for Covista
through his wholly owned firm, LPJ, Inc. During the second quarter, Fiscal
2004, LPJ, Inc. was paid commissions of approximately $14,000. The commissions
paid to LPJ, Inc. were computed on the same basis as other independent agents
retained by Covista.
On June 17, 2002, Covista entered into a term loan agreement with a major
bank. The initial principal amount of this note was $3,775,000, payable in 36
monthly installments at a fixed interest rate of 4.495% for the first year and
converting to 2% over LIBOR on June 17, 2003 and thereafter or 3.1%. Effective
June 17, 2003, Covista's Chairman of the Board paid the bank in full and assumed
the remaining balance of this loan under the identical terms and conditions.
This note is secured by certain of the Company's switching equipment. The
balance on this facility was $2,460,517 at July 31, 2003 of which $1,268,827
is classified as current.
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CRITICAL ACCOUNTING POLICIES
Nature of Operations
Covista Communications, Inc. ("Covista"), and its wholly-owned subsidiaries
(collectively, "Covista" or the "Company") operates as a switch based resale
common carrier providing domestic and international long distance
telecommunications service to customers throughout the United States. Prior to
the Capsule acquisition, the Company's principal customers were primarily
businesses and other common carriers. On September 15, 2000, the Company changed
its name from Total-Tel USA Communications, Inc. to Covista Communications, Inc.
On February 8, 2002, Covista completed the acquisition of Capsule
Communications, Inc. As a result, Capsule became a wholly owned subsidiary of
Covista. Capsule is a switch-based interexchange carrier providing long
distance telephone communications services primarily to small and medium-size
business customers as well as residential accounts. The results of Capsule's
operations have been included in the Company's consolidated statement of
operations and comprehensive net loss since the acquisition date.
Revenue Recognition
Covista's revenues, net of sales discounts, are recognized in the period in
which the service is provided, based on the number of minutes of
telecommunications traffic carried, and a rate per minute. Access and other
service fees charged to customers, typically monthly, are recognized in the
period in which service is provided.
Property and Equipment
Property and equipment are stated at cost. Depreciation and amortization is
being provided by use of the straight-line method over the estimated useful
lives of the related assets. Leasehold improvements are amortized over the
shorter of the term of the lease or the useful lives of the asset.
The estimated useful lives of the principal classes of assets are as follows:
Classification Years
-------------- -----
Machinery and equipment 5-10
Office furniture, fixtures and equipment 5-10
Vehicles 3-5
Leasehold improvements 2-10
Computer equipment and software 5-7
Deferred Line Installation Costs
Deferred line installation costs are costs incurred by Covista for new
facilities and costs incurred for connections from within the Covista's network
to the network of other telecommunication suppliers. Amortization of such line
installation costs is provided using the straight-line method over the contract
life of the lines ranging from three to five years.
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Intangible Assets
Intangible assets consist of prepaid network capacity and purchased
customer and agent relationships being amortized over a straight-line basis over
periods varying between 10 and 120 months.
Goodwill
Goodwill consists of the excess purchase price over the fair value of
identifiable net assets of acquired businesses. Goodwill added subsequent to
January 1, 2002 is not being amortized in accordance to SFAS 142. The carrying
value of goodwill is evaluated for impairment on an annual basis. Management
also reviews goodwill for impairment whenever events or changes in circumstances
indicate that the carrying amount of goodwill may be impaired.
Use of Estimates
The preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America requires
management to make estimates and assumptions that affect the reported amounts of
assets and liabilities, the disclosure of contingent assets and liabilities at
the date of the consolidated financial statements and the reported amounts of
revenues and expenses during the reported period. Actual results could differ
from those estimates.
Vendor Disputes
In the normal course of business Covista will file disputes with its
service suppliers. The Covista accounting policy is to record the invoiced
amount to cost of revenue which may include disputed amounts. When the dispute
is resolved and the credit is received, the amount is credited to cost of
revenue. Open disputes included in accounts payable and accrued liabilities at
July 31, 2003 total approximately $4 million.
Concentrations of Credit Risk
The Company sells its telecommunications services and products primarily to
small to medium size businesses, residential and wholesale customers. The
Company performs ongoing credit evaluations of both its retail and wholesale
customers. The Company generally does not require collateral, however when
circumstances warrant, deposits are required. Recent conditions in the
telecommunications industry have given rise to an increase in potential doubtful
accounts. Allowances are maintained for such potential credit losses. The
Company has entered into offset arrangements with certain of its customers, who
are also vendors, allowing for the ability to offset receivables against the
Company's payables balance.
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Market Risk
Market risk represents the risk of changes in value of a financial
instrument, derivative or non-derivative, caused by fluctuations in interest
rates, foreign exchange rates and equity prices. As Covista holds no marketable
securities at July 31, 2003, the exposure to interest rate risk relating to
marketable securities no longer exists. Covista does not hold any derivatives
related to its interest rate exposure. Covista also maintains long-term debt at
fixed rates. Due to the nature and amounts of Covista's note payable, an
immediate 10% change in interest rates would not have a material effect in
Covista's results of operations over the next fiscal year. Covista's exposure to
adverse changes in foreign exchange rates is also immaterial to the consolidated
statements as a whole.
Cash and Cash Equivalents
The Company considers all highly liquid investments purchased with an
original maturity of three months or less to be cash equivalents. Cash and cash
equivalents consist of cash on hand, demand deposits and money market accounts.
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COVISTA COMMUNICATIONS, INC. AND SUBSIDIARIES
PART II - OTHER INFORMATION
ITEMS 1 - 5 Not applicable
ITEM 6 Exhibits and Reports on Form 8K
31.1 Certification of A. John Leach, Jr., Pursuant to 18 U.S.C. Section
1350, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act
of 2002 (filed herewith)
31.2 Certification of Frank J. Pazera, Pursuant to 18 U.S.C. Section 1350,
as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
(filed herewith)
31.3 Certification of A. John Leach, Jr., Pursuant to 18 U.S.C. Section
1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of
2002 (furnished to the Commission herewith)
31.4 Certification of Frank J. Pazera, Pursuant to 18 U.S.C. Section 1350,
as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
(furnished to the Commission herewith)
Reports on Form 8-K
The following Current Reports on Form 8-K were filed by us during the three
months ended July 31, 2003:
1. Current Report on Form 8-K dated May 22, 2003, announcing our results for
Fiscal Year Ended January 31, 2003.
2. Current Report on Form 8-K dated June 12, 2003, furnishing our earnings
press release for the quarter ended April 30, 2003.
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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.
COVISTA COMMUNICATIONS, INC.
(Registrant)
Date: September 12, 2003 By: /s/ A. John Leach, Jr.
-----------------------
A. John Leach, Jr.
President and Chief Executive Officer
Date: September 12, 2003 By: /s/ Frank J. Pazera
-----------------------
Executive Vice President, Chief Financial
Officer and Principal Accounting Officer
22