<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------------
Form 10-Q
---------------------
/X/ Quarter report pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the quarterly period ended December 31, 1995 or
/ / Transition report pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the period from __________ to ___________
Commission file number 0-10541
_____________________
COMTEX SCIENTIFIC CORPORATION
(Exact name of registrant as specified in its charter)
New York 13-3055012
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
4900 Seminary Road
Suite 800
Alexandria, Virginia 22311
(Address of principal executive offices)
Registrant's Telephone number including area code
(703) 820-2000
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to
file such reports), and (2) has been subject to such filing
requirements for the past 90 days:
Yes /X/ No / /
As of February 12, 1996, 7,854,667 shares of the Common Stock of
the registrant were outstanding.
<PAGE>
COMTEX SCIENTIFIC CORPORATION
TABLE OF CONTENTS
PART I FINANCIAL INFORMATION PAGE NO.
Item 1. Financial Statements
Balance Sheets at December 31, 1995
and June 30, 1995 1
Statements of Operations for the Three
and Six Months ended December 31, 1995
and 1994 2
Statements of Cash Flows for the Six
Months ended December 31, 1995 and 1994 3
Notes to Financial Statements 4 - 8
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of
Operations 9 - 15
PART II Other Information 16
SIGNATURES 17
<PAGE>
<TABLE>
<CAPTION>
COMTEX SCIENTIFIC CORPORATION
BALANCE SHEETS AT DECEMBER 31, 1995 AND JUNE 30, 1995
--------------------------------------
DECEMBER 31, JUNE 30,
ASSETS 1995 1995
______ -------------- --------------
(Unaudited)
<S> <C> <C>
Current assets:
Cash and cash equivalents $53,001 $15,163
Account Receivable, Net of Allowance of $80,809
and $58,622 at December 31, and June 30, 1995,
respectively 526,964 432,045
Advances to MRI 816,554 1,071,392
Prepaid Expenses and Other Current Assets 19,412 12,821
-------------- --------------
Total Current Assets 1,415,931 1,531,421
-------------- --------------
Property and Equipment, Net 283,967 301,406
-------------- --------------
Other Assets:
Unamortized License Fee, Net of Accumulated Amortization
of $82,443 and $78,016 at December 31, and June 30, 1995
respectively 2,323 6,750
Deposits 1,448 12,137
-------------- --------------
Total Other Assets 3,771 18,887
-------------- --------------
TOTAL ASSETS $1,703,669 $1,851,714
============== ==============
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current Liabilities:
Accounts Payable $827,754 $491,419
Accrued Expenses 187,406 89,984
Current Portion of Long-term Notes Payable 626,962 815,652
-------------- --------------
Total Current Liabilities 1,642,122 1,397,055
Long-Term Notes Payable 1,063,230 1,074,930
-------------- --------------
TOTAL LIABILITIES 2,705,352 2,471,985
-------------- --------------
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' DEFICIT
Common Stock, $0.01 Par Value -
Share Authorizes: 18,000,000;
Shares issued and outstanding: 7,854,667 78,547 78,547 <PAGE>
Additional Paid-In Capital 9,830,010 9,830,010
Accumulated Deficit (10,910,240) (10,528,828)
-------------- --------------
Total Stockholders Deficit (1,001,683) (620,271)
-------------- --------------
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT $1,703,669 $1,851,714
============== ==============
The accompanying "Notes to Financial Statements" are an integral part
of these financial statements
-1-
/TABLE
<PAGE>
<TABLE>
<CAPTION>
COMTEX SCIENTIFIC CORPORATION
STATEMENTS OF OPERATIONS
FOR THE THREE MONTHS AND SIX MONTHS ENDED DECEMBER 31, 1995 AND 1994
(UNAUDITED)
Three Months Ended Six Months Ended
December 31, December 31,
------------- -------------
1995 1994 1995 1994
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
NET REVENUES
Business Information Services $761,119 $699,612 $1,516,306 $1,450,746
------------ ------------ ------------ ------------
Total Net Revenues $761,119 $699,612 $1,516,306 $1,450,746
------------ ------------ ------------ ------------
COSTS AND EXPENSES
Operations 528,065 369,576 1,021,506 652,636
Product Development 67,234 39,388 133,682 67,967
Sales and Marketing 88,029 89,297 180,242 158,290
General and Administrative 224,148 187,032 436,774 371,269
Depreciation and Amortization 34,171 42,338 71,723 84,096
------------ ------------ ------------ ------------
Total Costs and Expenses 941,647 687,631 1,843,927 1,334,258
------------ ------------ ------------ ------------
INCOME (L0SS) FROM OPERATIONS (180,528) 11,981 (327,621) 116,488
OTHER INCOME (EXPENSE)
Interest Expense (26,000) (26,000) (52,000) (52,000)
Interest Income/Other 13 3,172 (1,302) 6,044
------------ ------------ ------------ ------------
Other Expense, Net (25,987) (22,828) (53,302) (45,956)
------------ ------------ ------------ ------------
INCOME (LOSS) FROM OPERATIONS BEFORE INCOME TAXES (206,515) (10,847) (380,923) 70,532
INCOME TAXES 0 (800) 489 311
------------ ------------ ------------ ------------
NET INCOME (LOSS) ($206,515) ($10,047) ($381,412) $70,221
============ ============ ============ ============
NET INCOME (LOSS) PER COMMON SHARE ($0.03) ($0.00) ($0.05) $0.01
============ ============ ============ ============
WEIGHTED AVERAGE NUMBER OF COMMON SHARES
OUTSTANDING 7,854,667 7,854,667 7,854,667 7,854,667
============ ============ ============ ============
The accompanying "Notes to Financial Statements" are an integral part
of these financial statements
-2-
/TABLE
<PAGE>
<TABLE>
<CAPTION>
COMTEX SCIENTIFIC CORPORATION
STATEMENTS OF CASH FLOWS FOR THE SIX MONTHS ENDED DECEMBER 31, 1995 AND 1994
(UNAUDITED)
------------------------------------------------------
Six Months Ended
December 31,
--------------------
1995 1994
----------- -----------
<S> <C> <C>
Cash flows from operating activities:
Net income (Loss) ($381,412) $70,221
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and Amortization Expense 71,723 84,096
Bad Debt Expense 26,000 19,996
Loss on Disposition of Fixed Assets 1,346 -
Changes in Assets and Liabilities:
Accounts Receivalbe (120,919) (69,397)
Prepaid Expenses and Other Current Assets (6,591) (8,284)
Deposits 10,689 (9,228)
Accounts Payable 336,335 (27,307)
Accrued Expenses 97,422 (9,668)
Other Liabilities (11,700) (45,309)
----------- -----------
Net Cash provided by Operatiing Activities 22,893 5,120
Cash Flows from Investing Activities:
Purchases of Property and Equipment (59,388) (19,946)
Proceeds from Disposition of Fixed Assets 8,185 -
Line of credit to MRI - advances (1,096,541) -
Line of credit to MRI - repayments 1,291,523 -
Net change in note receivable - MRI 59,856 -
----------- -----------
Net cash provided by investing activities 203,635 (19,946)
----------- -----------
Cash Flows from Financing Activities:
Notes Payable (197) (2,215)
Proceeds from Line of Credit 1,057,928 -
Repayment against Line of Credit (1,246,421) -
----------- -----------
Net Cash used in Financing Activities (188,690) (2,215)
----------- -----------
Net Increase (Decrease) in Cash and Cash Equivalents 37,838 (17,041)
Cash and Cash Equivalents, Balance at Beginning of Period 15,163 356,099
----------- -----------
Cash and Cash Equivalents, Balance at End of Period $53,001 $339,058
========== ==========<PAGE>
Supplemental disclosure of cash flow information:
Cash paid for interest $0 $26,000
Cash paid for income taxes $489 $1,111
The accompanying "Notes to Financial Statements" are an integral part
of these financial statements
-3-
/TABLE
<PAGE>
COMTEX SCIENTIFIC CORPORATION
NOTES TO FINANCIAL STATEMENTS
1. Basis of Presentation
The accompanying interim financial statements of Comtex
Scientific Corporation (the "Company" or "Comtex") 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. 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, 1995 ("1995 Form 10-K"), filed with the Securities and Exchange
Commission.
Income (loss) per common share is based upon the weighted
average number of shares outstanding during each quarter and common
stock equivalents, if dilutive. The effect of outstanding common
stock equivalents on net income (loss) per common share is not
included because it would be antidilutive.
2. Reclassifications
Certain amounts presented for the three and six months ended
December 31, 1994, have been reclassified to conform to the
presentation for the three and six months ended December 31, 1995.
3. Going Concern
The accompanying financial statements have been prepared
assuming that Comtex will continue as a going concern. The Company
has suffered recurring losses from operations and has a negative
stockholders' equity that raises substantial doubt about its ability
to continue as a going concern. The accompanying financial
statements do not include any adjustments that might result should
the Company be unable to continue as a going concern.
4. Telecommunications Industries, Inc./Micro Research Industries
On May 16, 1995, the Company entered into an Asset Purchase
Agreement with Telecommunications Industries, Inc. ("TII") ("Asset
Purchase Agreement") to acquire certain assets and assume certain
liabilities of TII contingent upon the satisfaction of certain
conditions ("MRI Acquisition"). The assets to be acquired include
substantially all of the assets of TII's operating division, Micro
Research Industries ("MRI"). MRI's business consists of providing
sales, leasing and maintenance support of computer hardware and
software primarily to the U.S. House of Representatives.
4<PAGE>
The MRI Acquisition is contingent upon the satisfaction of
certain conditions on or before December 31, 1995. These conditions
include (a) the satisfactory examination of the MRI business and
assets by the Company, including the right to inspect and copy the
financial and corporate books and records of TII and such other data
and information as the Company may reasonably request, (b) the
receipt by the Company of UCC and lien searches or other evidence
reflecting a status of title to the assets satisfactory to the
Company, (c) the receipt of all requisite approvals and consents
from creditors of TII, governmental or regulatory authorities, and
any other third parties whose approval or consent is required, and
(d) compliance in all respects with all laws, rules and regulations
applicable to the transaction.
The Asset Purchase Agreement permits the Company, in the event
the conditions are not satisfied prior to December 31, 1995, to put
back to TII all or any portion of the TII assets acquired by the
Company pursuant to a certain Put Agreement ("Put Agreement") dated
May 16, 1995, between the Company and TII. In the event the Company
exercises the put option, the Company will promptly transfer and
convey to TII the assets or portion thereof for which the put option
has been exercised. Additionally, in the event (a) all conditions
are not satisfied on or before December 31, 1995, and (b) the
Company fails or elects not to exercise the put option on or before
February 16, 1996, (i) the Company will be deemed to have waived the
unsatisfied condition(s) and have no further right to exercise the
put option, and (ii) the principal amount outstanding from the
Company to Infotechnology, Inc. ("Infotech") will be reduced and
forgiven by Infotech by and to the extent of the amount paid by the
Company, at its sole option, in excess of the agreed consideration
in order to satisfy the unsatisfied condition(s) (see Note 5).
The conditions upon which the MRI Acquisition is contingent
were not satisfied on or before December 31, 1995. Rather than
exercise the put option, the Company decide to continue
investigating the feasibility of developing, marketing and selling
the products of MRI. As a result, the Company entered into a letter
agreement with TII dated February 14, 1996, pursuant to which the
Company's option to put back to TII all or a portion of the TII
assets was extended to June 30, 1996.
The consideration for the TII assets includes (a) the
assumption by the Company of certain liabilities of TII, and (b) the
granting by the Company to C.W. Gilluly, the Company's Chairman and
Chief Executive Officer, and his wife, Marny Gilluly (the
"Gillulys") of options to acquire common stock of the Company.
If the MRI Acquisition is consummated, the Company will assume
all debts, liabilities or other obligations of TII specifically
related to the assets acquired. The Company did not assume
liabilities related to (a) a note and other payables of TII owed to
Infotech in the aggregate amount of approximately $4,114,000, (b)
5<PAGE>
other TII liabilities which are not directly related to the MRI
business and which total approximately $490,000 and (c) certain
amounts payable from TII to the Federal Deposit Insurance
Corporation.
In anticipation of closing this transaction, and to preserve
the MRI assets, the Company entered into an Operating Agreement
with TII effective as of February 17, 1995. Pursuant to the
Operating Agreement, TII delegated to Comtex its full right and
authority to operate and manage its business.
Since the acquisition is contingent upon the satisfaction of
certain conditions pursuant to the Put Agreement, the Company has
not included MRI's balance sheet or results of operations in its
financial statements. If the MRI Acquisition is consummated, the
assets and liabilities included in the transaction will be recorded
at book value since the Company and TII are entities under the
common control of Infotech.
5. Notes Payable
On May 16, 1995, the Company and Infotech, signed the Amended
Infotech Note which carries an interest rate of 10% on the unpaid
principal balance and is due on July 1, 2002. The Amended Infotech
Note is collateralized by a continuing collateral interest in all
receivables, all products of such receivables and the proceeds
thereof, all purchase orders, and all patents and technology now or
hereafter held or received by the Company.
In conjunction with the Amended Infotech Note, the Company and
Infotech entered into an Agreement dated May 16, 1995, whereby
Infotech agreed to reduce the outstanding principal of the Amended
Infotech Note based upon certain circumstances. These circumstances
include payments made by Comtex in accordance with the MRI
Acquisition (see Note 4), losses incurred by MRI during a specified
period of time or any losses, liabilities or expenses incurred by
Comtex arising from any inaccuracy or breach of any representations
or warranties contained in the Asset Purchase Agreement. The
principal of the Amended Infotech Note may be increased in the event
that the Gillulys utilize loans to the Company as consideration when
exercising certain options to purchase Comtex common stock owned by
Infotech and granted to the Gillulys.
Since the Asset Purchase Agreement consummating the MRI
Acquisition is contingent upon the satisfaction of certain
conditions pursuant to the Put Agreement, the note principal
adjustment amounts stipulated in the Agreement have not been
determined. Thus, at December 31, 1995, the principal of the
Amended Infotech Note remains at $1,040,000. The terms and
conditions, including the maturity date, of the Amended Infotech
Note are not contingent on any aspects of the MRI Acquisition or the
Put Agreement.
6<PAGE>
On February 17, 1995, the Company entered into a $1 million
Contracts Financing Agreement with Princeton Capital Finance
Company, L.L.C. ("PrinCap"). The PrinCap Contracts Financing
Agreement provides for the financing of approved inventory, unbilled
accounts receivable and accounts receivable to support both the MRI
business and Comtex' operations. Under the financing agreement,
PrinCap will finance approved inventory and unbilled accounts
receivable at an annualized interest rate of Prime plus 4% and
accounts receivable at an annualized interest rate of Prime plus 3%
based upon Prime as defined by The Wall Street Journal on the date
of borrowing. At December 31, 1995, the Company owed PrinCap
approximately $603,000 plus accrued interest.
Through December 31, 1995, all PrinCap proceeds had been
utilized for the financing of purchase orders and accounts
receivable to support the MRI business. Accordingly, all such
borrowings from PrinCap by the Company have been for the benefit of
TII.
In order to obtain such financing, PrinCap required a corporate
guarantee from TII and a limited personal guarantee of up to $1
million from the Gillulys. To induce the Gillulys to personally
guarantee the financing, the Board approved the issuance directly to
the Gillulys of certain options to purchase common stock of the
Company pursuant to Stock Option Agreements between the Gillulys and
the Company dated May 16, 1995. Additionally, as partial
consideration for the Gillulys' personal guarantee of the PrinCap
financing and to make certain loans to TII prior to the PrinCap
financing, Infotech and one of its wholly-owned subsidiaries,
granted to the Gillulys options to purchase common stock of the
Company owned by Infotech and that subsidiary pursuant to a Stock
Option Agreement dated May 16, 1995 (collectively the "Stock Option
Agreements").
The number of shares of the Company's common stock subject to
the Stock Option Agreements ("Option Shares") was determined as of
August 21, 1995, pursuant to the formulae set forth in the Stock
Option Agreements. The Gillulys received options to purchase
2,540,503 of the Company's shares held by Infotech. In addition,
pursuant to the Stock Option Agreements, the Company issued
2,540,503 options to the Gillulys. For a more detailed description
of the Amended Infotech Note, the PrinCap Contracts Financing
Agreement and the Stock Option Agreements, see the 1995 Form 10-K.
6. Related Parties
On May 31, 1993, the Company relocated to Alexandria, Virginia,
sharing facilities with TII. Comtex and TII also share accounting,
human resources, and technical employees, equipment, and office
supplies pursuant to a contract signed September 1, 1993. Shared
employees are charged to the entity receiving benefit of the
employee's labor at the employee's hourly rate. Facility rental and
7<PAGE>
office expenses are charged to the entity receiving the benefit or
service based upon actual cost. Pursuant to the contract, the
Company incurred expenses of approximately $81,000 and $128,000 for
facility rental, staff and office expenses during the six months
ended December 31, 1995 and 1994, respectively.
At December 31, 1995, the Company owed approximately $603,000
to PrinCap and reflected a corresponding accounts receivable from
MRI in this amount. Advances from the Company to MRI have the same
interest rate as the Company incurs to PrinCap. At December 31,
1995, the Company owed PrinCap approximately $12,000 in accrued
interest and had a corresponding $12,000 interest receivable from
MRI. Additionally, at December 31, 1995, the Company had a net
accounts receivable from MRI totalling approximately $201,000 which
includes cash advances, payments of MRI accounts payable and
operating transactions. At June 30, 1995, the Company had an
accounts receivable from MRI related to PrinCap financings of
approximately $792,000 and a net accounts receivable related to cash
advances, payments of MRI accounts payable and operating
transactions of approximately $309,000.
8<PAGE>
Item 2.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
THE COMPANY
The Company is in the business of integrating hundreds of real-
time news and information sources from around the world and
specializes in providing automated editorial processing and
repackaging of real-time news sources for information product
distributors and corporate end-users. Comtex provides its customers
with information which consists of the development and delivery of
customized real-time and delayed-basis news wires. Product content
includes late-breaking U.S. and international news and events,
world-wide economic news and indices, news and information on over
15,000 public and private companies, Securities and Exchange
Commission ("SEC") filings within 24 hours of release and up-to-the-
minute sports and entertainment news. Real-time denotes the
electronic transmission of breaking news stories while events are
happening, or directly upon their completion, and before the
stories' placement in conventional print, radio and television
media.
RESULTS OF OPERATIONS
COMPARISON OF THE THREE MONTHS ENDED DECEMBER 31, 1995, TO THE THREE
MONTHS ENDED DECEMBER 31, 1994
During the three months ended December 31, 1995, the Company's
revenues were approximately $761,000, or approximately $61,000 (9%)
greater than revenues for the three months ended December 31, 1994.
This increase reflects revenues from new customers, price increases
for certain customers and royalties derived from the sale of Comtex'
news to information distributors who pay Comtex a royalty based upon
usage. These revenue increases were partially offset by customer
losses and revenue decreases due to pricing and usage factors.
Operational expenses for the three months ended December 31,
1995 were approximately $942,000, representing a $254,000 (37%)
increase in operational expenses as compared with the three months
ended December 31, 1994. The increase in operational expenses is
principally in the areas of operations, product development and
general and administrative. The increased expenses in the
operational area are primarily due to amounts paid to information
providers to enhance product breadth, personnel and
telecommunications. The increase in expenses related to information
providers allows the Company to obtain additional product content
which improves its service to existing customers and enhances the
Company's ability to attract new customers. Increased personnel
costs are related to the Company's efforts to implement and support
9<PAGE>
its new products. Increased telecommunications costs are related to
a price increase from the Company's primary distribution vendor and
an upgrade in processing capability. The Company is attempting to
modify operations to reduce such costs. Increases in product
development represent expenses related to enhancement and
augmentation of the Company's CustomWire products which were
released in March 1995. The increase in general and administrative
expenses relates to increases in personnel costs associated with the
Company's operations and increases in bad debt expense.
The Company incurred an operating loss of approximately
$181,000 during the quarter ended December 31, 1995 as compared to
operating income for the quarter ended December 31, 1994 of
approximately $12,000. The Company recorded a net loss of
approximately $206,000 for the three months ended December 30, 1995
as compared with a net loss for the three months ended December 31,
1994 of approximately $10,000. The decline in both operating income
and net income reflects increased expenses predominately related to
information providers, telecommunications and product development as
discussed above.
COMPARISON OF THE SIX MONTHS ENDED DECEMBER 31, 1995, TO THE SIX
MONTHS ENDED DECEMBER 31, 1994
During the six months ended December 31, 1995, the Company's
revenues were approximately $1,516,000, or approximately $65,000
(4%) greater than revenues for the six months ended December 31,
1994. This increase in revenues reflects revenues from new
customers, price increases for certain customers and royalties
derived from the sale of Comtex' news to information distributors
who pay Comtex a royalty based upon usage. These revenue increases
were partially offset by customer losses and revenue decreases due
to pricing and usage factors.
Operational expenses for the six months ended December 31, 1995
were approximately $1,844,000, representing a $510,000 (38%)
increase in operational expenses as compared with the six months
ended December 31, 1994. The increase in operational expenses is
principally due to increased expenses for operations, product
development and general and administrative. The increase in
operational expenses is primarily due to an increase in amounts paid
to information providers to enhance product breadth, personnel costs
and telecommunication costs. The increase in expenses related to
information providers allows the Company to obtain additional
product content which improves its service to existing customers and
enhances the Company's ability to attract new customers. Increased
personnel costs are related to the Company's efforts to implement
and support its new products.
10<PAGE>
Increased telecommunications costs include approximately $33,000 of
non-recurring conversion costs and duplicative charges related to
the Company's upgrade in processing capability. Increased
telecommunications costs are also related to a price increase from
the Company's primary distribution vendor. Increases in product
development represent expenses related to enhancement and
augmentation of the Company's CustomWire products which were
released in March 1995. The increase in general and administrative
expenses relates to increases in personnel costs associated with the
Company's operations.
The Company incurred an operating loss of approximately
$328,000 during the six months ended December 31, 1995 as compared
with operating income for the six months ended December 31, 1994 of
approximately $116,000. The Company recorded a net loss of
approximately $381,000 for the six months ended December 31, 1995 as
compared with net income for the six months ended December 31, 1994
of approximately $70,000. The decline in both operating income and
net income reflects increased expenses predominately related to
information providers, telecommunications and product development as
discussed above.
FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES
At December 31, 1995, the Company had a negative working
capital of approximately $226,000 as compared with working capital
of approximately $134,000 at June 30, 1995. This decrease in
working capital is the result of operational losses.
The Company had cash and cash equivalents in the amount of
approximately $53,000 at December 31, 1995, which was approximately
$38,000 more than the cash equivalents position at June 30, 1995.
This increase is attributable to an increase in accounts payable of
approximately $336,000 and an increase in accrued expenses of
approximately $97,000 which were partially offset by operating
losses and an increase in accounts receivable of approximately
$121,000. The Company's operating activities generated
approximately $23,000 of cash during the six months ended December
31, 1995. Additionally, during the six months ended December 31,
1995, the Company advanced approximately $1,097,000 to MRI of
borrowings from PrinCap. During the six months ended December 31,
1995, MRI repaid the Company approximately $1,292,000 related to
PrinCap financings. The balance outstanding from MRI at December 31,
1995 is comprised of approximately $603,000 of PrinCap advances and
approximately $201,000 of uncollateralized cash advances and net
accounts receivable. The approximately $201,000 of uncollateralized
cash advances and net accounts receivable is approximately $108,000
less than the balance due from MRI of uncollateralized cash advances
and net accounts receivable at June 30, 1995. (see Note 4 of Notes
to the Financial Statements)
11<PAGE>
Until the May 1995 restructuring, the Company had been in
default on 1986 notes aggregating $1,040,000 due to Infotech, the
majority owner of the Company. On May 16, 1995, the Company and
Infotech entered into an Amended, Consolidated and Restated 10%
Senior Subordinated Amended Infotech Note ("Amended Infotech Note").
The Amended Infotech Note carries an interest rate of 10% on the
unpaid principal balance and is due on July 1, 2002.
In conjunction with the Amended Infotech Note, the Company and
Infotech entered into an Agreement dated May 16, 1995, whereby
Infotech agreed to reduce the outstanding principal of the Amended
Infotech Note based upon certain circumstances. These circumstances
include payments made by Comtex in accordance with
the May 1995 agreement with Telecommunications Industries, Inc.
("TII") to acquire TII's Micro Research Industries ("MRI") division
("MRI Acquisition"), losses incurred by MRI during a specified
period of time or any losses, liabilities or expenses incurred by
Comtex arising from any inaccuracy or breach of any representations
or warranties contained in the Asset Purchase Agreement. The
principal of the Amended Infotech Note may be increased in the event
that C.W. Gilluly, the Company's Chairman and Chief Executive
Officer, and his wife, Marny Gilluly (the "Gillulys") utilize loans
to the Company as consideration when exercising certain options to
purchase Comtex common stock owned by Infotech and granted to the
Gillulys.
Since the Asset Purchase Agreement consummating the MRI
Acquisition is contingent upon the satisfaction of certain
conditions pursuant to the Put Agreement, the note principal
adjustment amounts stipulated in the Agreement have not been
determined. Thus, at December 31, 1995, the principal of the
Amended Infotech Note remains at $1,040,000. The terms and
conditions, including the maturity date, of the Amended Infotech
Note are not contingent on any aspects of the MRI Acquisition or the
Put Agreement.
The conditions upon which the MRI Acquisition is contingent
were not satisfied on or before December 31, 1995. Rather than
exercise the put option, the Company decide to continue
investigating the feasibility of developing, marketing and selling
the products of MRI. As a result, the Company entered into a letter
agreement with TII dated February 14, 1996, pursuant to which the
Company's option to put back to TII all or a portion of the TII
assets was extended to June 30, 1996.
MRI's assets and liabilities, and the results of its
operations, are not reflected in the financial statements included
herein; such financial statements therefore do not reflect the
combined financial condition or results of operations of the Company
and MRI. If the Company elects not to exercise its right to "put"
or resell the MRI business to TII, the assets
12<PAGE>
and liabilities of MRI will be recorded in the Company's financial
statements at book value, because the Company and TII are entities
under the common control of Infotech. In such event, there can be
no assurance that the Company will be able to successfully complete
upgrades of, market or sell the products of MRI, or that it will be
able to operate the MRI Business profitably. In the event the
Company elects to exercise its right to put the MRI Business back to
TII, the failure of TII to honor certain payment and other
obligations to the Company could have a material adverse effect on
the Company's financial condition.
On February 17, 1995, the Company entered into a $1 million
Contracts Financing Agreement with Princeton Capital Finance
Company, L.L.C. ("PrinCap"). The PrinCap Contracts Financing
Agreement provides for the financing of approved inventory, unbilled
accounts receivable and accounts receivable to support both the MRI
business and Comtex' operations. Under the financing agreement,
PrinCap will finance approved inventory and unbilled accounts
receivable at an annualized interest rate of Prime plus 4% and
accounts receivable at an annualized interest rate of Prime plus 3%
based upon Prime as defined by The Wall Street Journal on the date
of borrowing. At December 31, 1995, the Company owed PrinCap
approximately $603,000 plus accrued interest.
Through December 31, 1995, all PrinCap proceeds had been
utilized for the financing of purchase orders and accounts
receivable to support the MRI business. Accordingly, all such
borrowings from PrinCap by the Company have been for the benefit of
TII. Thus, at December 31, 1995, the Company had an accounts
receivable from MRI related to PrinCap financings of approximately
$603,000.
The Company's ability to utilize the PrinCap Contract Financing
Agreement is dependent upon the Company and/or MRI generating
sufficient orders and billings to utilize as a borrowing base. No
assurance may be given that the Company and/or MRI will be able to
maintain this borrowing base.
In order to obtain such financing, PrinCap required a corporate
guarantee from TII and a limited personal guarantee of up to $1
million from the Gillulys. To induce the Gillulys to personally
guarantee the financing, the Board approved the issuance directly to
the Gillulys of certain options to purchase common stock of the
Company pursuant to Stock Option Agreements between the Gillulys and
the Company dated May 16, 1995. Additionally, as partial
consideration for the agreement by the Gillulys to personally
guarantee the PrinCap financing and to make certain loans to TII
prior to the PrinCap financing, Infotech and one of its wholly-owned
subsidiaries, granted to the Gillulys options to purchase common
stock of the Company owned by
13<PAGE>
Infotech and that subsidiary pursuant to a Stock Option Agreement
dated May 16, 1995 (collectively the "Stock Option Agreements").
The number of shares of the Company's common stock subject to
the Stock Option Agreements ("Option Shares") was determined as of
August 21, 1995, pursuant to the formulae set forth in the Stock
Option Agreements. The Gillulys received options to purchase
2,540,503 of the Company's shares held by Infotech. In addition,
pursuant to the Stock Option Agreements, the Company issued
2,540,503 options to the Gillulys. For a more detailed description
of the Amended Infotech Note, the PrinCap Contracts Financing
Agreement and the Stock Option Agreements, see the 1995 Form 10-K.
The Company has suffered recurring losses from operations and
has a net stockholders' deficit of approximately $1,002,000 at
December 31, 1995. The Company's future capital resources and
liquidity will depend on the results of operations. The Company
relies on third party information providers for the news and
information which becomes its product content. Interruption in or
the termination of service from a significant number of the
Company's information providers would affect the Company's ability
to offer products or maintain product quality. Accordingly, the
failure or inability to restore or replace such interrupted or
terminated services could have a material adverse effect on
revenues.
In fiscal years 1994 and 1995, the Company dedicated
substantial resources to upgrading its capabilities by implementing
an advanced data management methodology designed to streamline
reformatting, keywording and categorization of over 6,000 daily
stories currently processed on a real-time basis. This process
increases the efficiency of the Company's operations and the
usefulness of the stories. The algorithms employed by this data
management methodology give the Company the ability to organize news
stories by the similarity of content to other documents. The
Company also upgraded its telecommunications systems with a backbone
network running at a speed of 56kb, thus positioning the Company to
transmit increased volumes of stories and providing the future
capability of delivering multi-media products.
During March of fiscal year 1995, utilizing its data management
process, the Company released a new product line, called
CustomWires, which offers customers the option of selecting any
combination of CustomWire products. The CustomWires are topic-
defined newswire products that draw from every Comtex news source
items relevant to the topic of the relevant CustomWire.
Additionally, for customers who require news that focuses on topics
not highlighted in basic CustomWires, Comtex has the ability to
develop a unique CustomWire to meet the specific needs of certain
end-user markets.
14<PAGE>
In addition, the Company enhanced its Newsroom operations which
focuses on story-specific news products. The Company's Newsroom
products, generated by both an automated and human editorial
function, include Top Headlines and Market Alert. Top Headlines
provides customers with the world's top ten headlines in each of ten
major news categories, updated three times per day. Market Alert
transmits to customers only the stories which highlight specific
trading actions in the financial markets.
15<PAGE>
PART II - OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders
The annual meeting of shareholders of Comtex Scientific
Corporation was held on December 18, 1995. At the meeting
shareholders elected four directors: C.W. Gilluly, Erik
Hendricks, Robert A. Nigro and Charles W. Terry. Each director
will serve until his successor is duly elected and qualified.
Shareholders also considered and approved the Comtex Scientific
Corporation 1995 Stock Option Plan ("the Plan") by a vote of
5,247,557 in favor, 283,552 votes against and 31,934
abstentions. The Plan provides for the issuance of incentive
stock options within the meaning of Section 422 of the Internal
Revenue Code of 1986, as amended and non-qualified stock
options to purchase an aggregate of up to 1,200,000 shares of
common stock. The Plan permits the grant of options to key
employees, consultants and directors of the Company.
Shareholders also ratified the appointment of Coopers and
Lybrand, L.L.P. as independent accountants for the Company for
the fiscal year which ends June 30, 1996. There were 6,435,879
affirmative votes, 6,132 negative votes and 5,775 abstentions
relating to the appointment of Coopers & Lybrand, L.L.P.
Shareholders also approved that Article 3 of the Certificate of
Incorporation of the Company be amended to increase the
authorized shares of common stock from 10,000,000 to 18,000,000
by a vote of 6,165,310 in favor, 272,842 votes against and
9,634 abstentions.
Shareholders also ratified that a new Article be added to the
Certificate of Incorporation of the Company limiting the extent
to which the directors of the Company may be liable for damages
to the Company or its stockholders. There were 6,181,955
affirmative votes, 254,381 negative votes and 11,450
abstentions relating to the addition of an Article limiting the
liability of directors under certain circumstances.
16<PAGE>
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 SCIENTIFIC CORPORATION
(Registrant)
Dated: February 14, 1996 By: /s/ C.W. Gilluly
C.W. Gilluly
Chairman of the Board and
Chief Executive Officer
By: /s/ Thomas Wollman
Thomas Wollman
Chief Financial Officer
(Principal Financial and
Accounting Officer)
17<PAGE>
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