UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------------
Form 10-Q
---------------------
/X/ Quarterly report pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the quarterly period ended March 31, 1998 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 May 8, 1998, 7,859,417 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 3
at March 31, 1998 (unaudited)
and June 30, 1997
Statements of Operations 4
for the Three and Nine Months Ended
March 31, 1998 and 1997 (unaudited)
Statements of Cash Flows 5
for the Nine Months Ended
March 31, 1998 and 1997 (unaudited)
Notes to Financial Statements 6
Item 2. Management's Discussion and Analysis 10
of Financial Condition and Results
of Operations
Part II Other Information:
Item 6. Exhibits and Reports on Form 8-K 14
SIGNATURES 15
<PAGE>
<TABLE>
COMTEX SCIENTIFIC CORPORATION
BALANCE SHEETS AT MARCH 31, 1998 AND JUNE 30, 1997
<CAPTION>
March 31, June 30,
1998 1997
---------------- --------------
(Unaudited)
<S> <C> <C>
ASSETS
CURRENT ASSETS
Cash $ 157,793 $ 17,927
Accounts Receivable, Net of Allowance of $63,000 and $77,000
at March 31, 1998 and June 30, 1997, respectively 800,625 935,619
Advances to TII, a related party 0 266,000
Prepaid Expenses and Other Current Assets 31,735 47,094
---------------- --------------
TOTAL CURRENT ASSETS 990,153 1,266,640
PROPERTY AND EQUIPMENT, NET 252,934 199,982
DEPOSITS AND OTHER ASSETS 63,133 64,561
---------------- --------------
TOTAL ASSETS 1,306,220 1,531,183
================ ==============
LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES:
Accounts Payable 525,632 529,612
Accrued Expenses 449,154 459,034
Amounts due to Related Parties 204,628 294,113
Notes Payable 96,415 288,792
---------------- --------------
TOTAL CURRENT LIABILITIES 1,275,829 1,571,551
LONG-TERM LIABILITIES:
Long-Term Notes Payable - Affiliate 732,872 732,872
Other Long-Term Notes Payable 100,000 55,100
---------------- --------------
TOTAL LONG-TERM LIABILITIES 832,872 787,972
---------------- --------------
TOTAL LIABILITIES 2,108,701 2,359,523
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' DEFICIT
Common Stock, $0.01 Par Value - Shares Authorized: 18,000,000;
Shares issued and outstanding: 7,859,417 and 7,858,417,
respectively 78,594 78,584
Additional Capital 9,980,668 9,980,538
Accumulated Deficit (10,861,743) (10,887,462)
---------------- --------------
(802,481) (828,340)
---------------- --------------
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT 1,306,220 1,531,183
================ ==============
</TABLE>
The accompanying "Notes to Financial Statements"
are an integral part of these financial statements.
- -3-
<PAGE>
<TABLE>
COMTEX SCIENTIFIC CORPORATION
STATEMENTS OF OPERATIONS FOR THE THREE AND NINE MONTHS ENDED MARCH 31, 1998 AND 1997
(UNAUDITED)
<CAPTION>
Three months ended Nine months ended
March 31, March 31,
-------------------------- --------------------------
1998 1997 1998 1997
------------ ----------- ------------ ------------
<S> <C> <C> <C> <C>
REVENUES
Information Services Revenues $ 1,232,981 $ 970,551 $ 3,477,403 $ 2,825,099
Data Communications Revenues 132,358 129,636 413,016 397,646
------------ ----------- ------------ ------------
Total Revenues 1,365,339 1,100,187 3,890,419 3,222,745
------------ ----------- ------------ ------------
COSTS AND EXPENSES
Costs of Information Services 580,622 489,196 1,643,565 1,328,464
Costs of Data Communications 179,177 118,127 544,937 393,876
Product Development 41,540 65,761 115,344 191,032
Sales and Marketing 218,398 138,781 595,796 377,818
General and Administrative 287,614 241,201 820,240 707,082
Depreciation and Amortization 27,744 14,991 76,422 89,752
------------ ----------- ------------ ------------
Total Costs and Expenses 1,335,095 1,068,057 3,796,304 3,088,024
------------ ----------- ------------ ------------
INCOME FROM OPERATIONS 30,244 32,130 94,115 134,721
INTEREST AND OTHER EXPENSE, NET (22,855) (26,520) (68,036) (87,901)
------------ ----------- ------------ ------------
INCOME FROM OPERATIONS BEFORE
INCOME TAXES 7,389 5,610 26,079 46,820
INCOME TAXES 28 - 360 346
------------ ----------- ------------ ------------
NET INCOME 7,361 5,610 25,719 46,474
============ =========== ============ ============
BASIC EARNINGS PER COMMON SHARE $ .00 $ .00 $ .00 $ .01
============ =========== ============ ============
DILUTED EARNINGS PER COMMON SHARE $ .00 $ .00 $ .00 $ .01
============ =========== ============ ============
WEIGHTED AVERAGE NUMBER OF COMMON SHARES 7,859,417 7,858,417 7,858,749 7,858,417
============ =========== ============ ============
WEIGHTED AVERAGE NUMBER OF SHARES
ASSUMING DILUTION 10,122,563 7,858,417 9,995,871 7,858,417
============ =========== ============ ============
</TABLE>
The accompanying "Notes to Financial Statements"
are an integral part of these financial statements.
- -4-
<PAGE>
<TABLE>
COMTEX SCIENTIFIC CORPORATION
STATEMENTS OF CASH FLOWS FOR THE NINE MONTHS ENDED MARCH 31, 1998 AND 1997
(UNAUDITED)
<CAPTION>
Nine Months Ended
March 31,
----------------------------
1998 1997
------------ ----------
<S> <C> <C>
Cash Flows from Operating Activities:
Net Income $ 25,719 $ 46,474
Adjustments to reconcile net income to net cash
provided by (used in ) operating activities:
Depreciation and Amortization Expense 76,422 89,752
Bad Debt Expense 19,590 25,091
Loss on Disposal of Fixed Assets 0 68
Changes in Assets and Liabilities:
Accounts Receivable 115,404 (103,125)
Prepaid Expenses and Other Current Assets 15,359 (18,638)
Deposits and Other Assets 864 0
Accounts Payable (3,980) (70,859)
Accrued Expenses (9,880) 162,392
Amounts due to Related Parties 57,937 36,662
------------ ----------
Net Cash provided by Operating Activities 297,435 167,817
------------ ----------
Cash Flows from Investing Activities:
Purchases of Property and Equipment (128,810) (31,688)
Proceeds from Sale of Fixed Assets - 2,371
Advances to TII - (12,395)
Repayments of Advances 266,000 37,738
------------ ----------
Net Cash provided by (used in) Investing Activities 137,190 (3,974)
------------ ----------
Cash Flows from Financing Activities:
Proceeds from Notes Payable 140,000 -
Repayments on Notes Payable (21,477) (101,548)
Repayments on Notes Payable to Related Parties (147,422) (1,265)
Exercise of Stock Options 140 -
Repayments against PrinCap Financing Agreement (266,000) -
------------ ----------
Net Cash used in Financing Activities (294,759) (102,813)
------------ ----------
Net Increase in Cash and Cash Equivalents 139,866 61,030
Cash and Cash Equivalents Balance at Beginning of Period 17,927 57,644
------------ ----------
Cash and Cash Equivalents Balance at End of Period $ 157,793 $ 118,674
============ ==========
Supplemental disclosure of cash flow information:
Cash paid for interest $ 12,998 $ 21,988
Cash paid for income taxes $ 360 $ 346
</TABLE>
Supplemental disclosure of noncash financing activities:
During the nine months ended March 31, 1997, the Amended
AMASYS Note was reduced by $150,565 in connection with the
MRI Acquisition. See Note 2 to the Financial Statements.
The accompanying "Notes to Financial Statements"
are an integral part of these financial statements.
- -5-
<PAGE>
COMTEX SCIENTIFIC CORPORATION
NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
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. The balance sheet at June 30, 1997 has been derived from
the audited financial statements at that date but does not include
all of the information and footnotes required by generally accepted
accounting principles 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, 1997
("1997 Form 10-K"), filed with the Securities and Exchange
Commission.
In February, 1997, the Financial Accounting Standards Board
issued Statement No. 128, Earnings per Share, which the Company
adopted as of December 31, 1997. As required, the Company changed
the method previously used to compute the earnings per share and
restated all prior periods. Under the new requirements for
calculating basic earnings per share, the dilutive effect of stock
options is excluded. Diluted earnings per share include the effect,
if dilutive, of stock options and other common stock equivalents.
In June 1997, the Financial Accounting Standards Board issued
Statement No. 130, Comprehensive Income, and Statement No. 131,
Disclosures about Segments of an Enterprise and Related Information,
which are required to be adopted for fiscal years beginning after
December 15, 1997. Upon the effective date of each of the new
statements, the Company will make the necessary changes, as
applicable, to comply with the provisions of each statement and
restate all prior periods presented. The Company does not expect
the adoption of these statements to have a material impact on the
Company's financial condition or results of operations.
Certain amounts for the three and nine months ended March 31,
1997, have been reclassified to conform to the presentation of the
three and nine months ended March 31, 1998.
<PAGE>
2. Related Party Transactions
AMASYS Corporation ("AMASYS"), the successor corporation to
Infotechnology, Inc. ("Infotech"), in addition to being the
Company's majority stockholder (approximately 60%), is also the
majority stockholder (approximately 82%) of Telecommunications
Industries, Inc. ("TII"), which ceased operations in 1996. C.W.
Gilluly, Ed.D., Chairman of the Company, was Chairman and Chief
Executive Officer of TII. Dr. Gilluly is also Chairman and Chief
Executive Officer of Hadron, Inc. of which AMASYS owns approximately
12% of the outstanding shares. The Chairman, Chief Financial
Officer and Corporate Secretary of the Company have similar duties
with Hadron, Inc. More than 50% of their time is spent on other
than Company matters. During the nine months ended March 31, 1998,
the following transactions occurred.
Corporate Services Provided by/to Hadron, Inc.
The Company contracts with Hadron, Inc. for corporate and
shareholder relations services. Charges for such services are based
on time and material expended by Hadron personnel in providing such
services at a rate equal to Hadron's costs. The Company expensed
approximately $19,000 for these services during the nine months
ended March 31, 1998. Hadron subleases office space from the
Company at the same rental rate paid by the Company to its landlord
and also shares certain office-related expenses at cost based upon
usage. Total service charges to Hadron during the nine months ended
March 31, 1998, amounted to approximately $19,000. Management
believes the methods used for allocating these charges are
reasonable.
Administrative Services Provided to AMASYS Corporation
AMASYS shares certain general and administrative expenses with
the Company based on usage for which the Company billed AMASYS
approximately $3,000, the Company's cost, during the nine months
ended March 31, 1998. Management believes the methods used for
allocating these charges are reasonable.
Acquisition and Divestiture of Micro Research Industries
During fiscal year 1995 the Company acquired certain assets and
assumed certain liabilities of TII representing substantially all
the assets of TII's sole operating division, Micro Research
Industries ("MRI")(the "Acquisition"). MRI provided sales, leasing
and maintenance support of computer hardware and software, primarily
to the U.S. House of Representatives. At the time of the
Acquisition, Infotech was a majority stockholder of both the Company
and of TII, and C.W. Gilluly served as the Chairman and Chief
Executive Officer of the Company, Infotech and TII. The terms of the
Acquisition, through a related Put Agreement (the "Put"), provided
that the Company could, upon the failure of certain conditions,
<PAGE>
require TII to repurchase all or any portion of the assets acquired
and to assume the liabilities related to MRI. On March 25, 1996, the
Company exercised the Put and transferred to TII all the assets and
liabilities associated with MRI.
In connection with the Acquisition, the Company entered into a
$1 million secured credit facility with Princeton Capital Finance
Company, L.L.P. ("PrinCap"). As partial consideration for the
agreement by Dr. and Mrs. Gilluly to personally guarantee the
PrinCap financing and to make certain loans to TII prior to the
PrinCap financing, Infotech and Pacific Telecommunications Systems,
Inc. ("PTSI"), its wholly-owned subsidiary, granted an option to the
Gillulys, expiring on February 20, 2002, to purchase 2,540,503
shares of common stock of the Company owned by Infotech and PTSI at
an exercise price of $.10 per share ("the Infotech Option").
The Acquisition required the Company to grant to the Gillulys
an option ("the Gilluly Option") to acquire 2,540,503 shares of the
Company's common stock at an exercise price of $.10 per share. The
Gilluly Option expires on February 20, 2002.
Shortly after the Company exercised the Put, TII sold to a
third-party the MRI assets that the Company had transferred to TII,
which sale PrinCap claimed represented an event of default under the
PrinCap Financing Agreement. In July, 1996, the Company and PrinCap
consolidated the amount outstanding under the PrinCap Financing
Agreement into a single note collateralized by MRI receivables from
the House of Representatives which had been pledged to PrinCap.
In August 1997, TII settled the MRI amounts due from the House
of Representatives and paid the final amounts due to PrinCap, which
released the Company from all obligations under the PrinCap
Financing Agreement and TII from its related indemnification of the
Company.
The Acquisition also provided for the restructuring of the
Company's previously matured promissory notes to Infotech (the
"Infotech Notes"), and allowed the Company to either seek
indemnification from TII or reduce the amount of the Company's
indebtedness under the Infotech Notes for costs or liabilities
incurred by the Company in connection with the MRI business.
The then outstanding principal was rolled into a 10% Senior
Subordinated and Secured Note, due July 1, 2002 (the "AMASYS Note"),
subject to future reduction or increase under certain circumstances.
The AMASYS Note is secured by a continuing interest in all
receivables, products and proceeds thereof, all purchase orders and
all patents then or in the future held by the Company, and is
subordinated to all Senior indebtedness. Interest on the Note is
approximately $6,000 per month.
<PAGE>
3. Notes Payable
In September 1997, the Company obtained a $50,000 line of
credit and a $140,000 three year term loan from Century National
Bank with annual principal repayments of $40,000, $40,000 and
$60,000. The facilities, guaranteed by C.W. Gilluly, bear interest
at a rate of prime plus two percent annually.
In June 1997, the Company signed a note with a law firm
converting accounts payable to the firm to a note payable in the
amount of $50,000 due no later than December 17, 1998, together with
all accrued interest thereon. The note bears interest at a rate of
nine percent (9%) per annum.
In July 1996, the Company agreed with a data communications
vendor to convert a net amount of accounts payable to the vendor and
royalties receivable by the Company from the vendor to a note
payable in the amount of $173,712. The note, bearing interest at
10%, was repaid in December 1997.
In December 1993, the Company assumed certain unsecured, non-
interest bearing debt obligations related to the acquisition of
assets and certain liabilities of International Intelligence Report,
Inc. As of March 31, 1998, $6,415 was outstanding on these
obligations and due within one year.
4. Income Taxes
The Company has recorded net income for the nine months ended
March 31, 1998; however, no tax provision has been recorded as the
Company's net operating loss (NOL) and investment tax credit (ITC)
carryforwards are sufficient to offset this income for federal and
state tax purposes.
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
Comparison of the three months ended March 31, 1998, to the three
months ended March 31, 1997
During the three months ended March 31, 1998, the Company's
total revenues were approximately $1,365,000, or approximately
$265,000 (24%) greater than the total revenues for the three months
ended March 31, 1997. Revenues are derived from two sources.
Information services is the primary business of the Company and
involves the aggregation, formatting and value-add of real-time news
sources. Data communications revenues represent the recovery of
costs incurred in the delivery of the information services to
customers. The increase of approximately $262,000 in information
services revenues reflects approximately $164,000 in revenues from
new customers and approximately $98,000 representing growth from
existing customers. Revenue growth from existing customers
consisted of usage-based royalties and certain contractual
increases. The increase of approximately $3,000 in data
communications revenues reflects billings for delivery of the
Company's products to new customers.
Total costs and expenses for the three months March 31, 1998
were approximately $1,335,000, representing an approximately
$267,000 (25%) increase in operating expenses from the three months
ended March 31, 1997. This increase in operating expenses is
principally due to increases in information services costs, data
communications costs, sales and marketing and general and
administrative expenses, offset by a decrease in product development
expenses.
Information services costs during the quarter ended March 31,
1998 increased approximately $91,000 (19%) over these costs in the
quarter ended March 31, 1997. This increase was due primarily to
increased fees and royalties to information providers as new sources
were added and revenues increased, as well as increased computer
supplies and software expenses.
Data communications costs increased approximately $61,000 (52%)
during the quarter ended March 31, 1998 compared with the quarter
ended March 31, 1997. This increase is primarily a result of
increased data volume related to additional content delivered to the
Company's customers and the absence of a service credit of
approximately $11,500 recorded in the prior year.
Product development expenses decreased by approximately $24,000
(37%) for the three months ended March 31, 1998 compared to the
three months ended March 31, 1997. This decrease is the result of a
shift of personnel to focus on marketing strategies for the Company.
<PAGE>
Sales and marketing expenses increased by approximately $80,000
or approximately 57% for the three months ended March 31, 1998
compared to the three months ended March 31, 1997. This increase
was due to increased compensation arising from the addition of
marketing and sales personnel, increased travel expenses related to
business development and additional commissions based on the
increase in information services revenues during the period.
General and administrative expenses for the three months ended
March 31, 1998 totaled approximately $288,000 or approximately
$46,000 (19%) greater than these expenses during the three months
ended March 31, 1997. This increase was principally due to
increased expenses related to an office space expansion, recruiting
expenses and increased office supplies expenses related to
additional personnel in the organization and increased employee
bonuses commensurate with the increase in revenues.
The Company earned operating income of approximately $30,000
during the quarter ended March 31, 1998, compared to operating
income of $32,000 during the quarter ended March 31, 1997. The
Company earned net income of approximately $7,000 during the quarter
ended March 31, 1998, compared to net income of approximately $6,000
for the quarter ended March 31, 1997.
Comparison of the nine months ended March 31, 1998, to the nine
months ended March 31, 1997
During the nine months ended March 31, 1998, the Company's
total revenues were approximately $3,890,000, or approximately
$668,000 (21%) greater than the total revenues for the nine months
ended March 31, 1997. The increase of approximately $652,000 in
information services revenues reflects approximately $278,000 in
revenues from new customers and approximately $374,000 in growth
generated by existing customers. Existing customer revenue growth
included usage-based royalties derived from the sale of Comtex'
products and certain contractual increases. The increase of
approximately $15,000 in data communications revenues reflects
billings for delivery of the Company's products to new customers.
Total costs and expenses for the nine months ended March 31,
1998 were approximately $3,796,000, representing an approximately
$708,000 (23%) increase in operating expenses over the nine months
ended March 31, 1997. This increase in operating expenses is due to
increases in information services costs, data communications costs,
sales and marketing and general and administrative expenses,
partially offset by a decrease in product development costs.
Information services costs increased by approximately $315,000
(24%) during the nine months ended March 31, 1998 compared to the
nine months ended March 31, 1997. This increase is due to increased
personnel, an increase in the fees and royalties paid to information
providers as sources were added and revenues increased and
additional spending on computer supplies and software.
<PAGE>
Data communications costs increased by approximately $151,000
(38%) during the nine months ended March 31, 1998 compared to the
nine months ended March 31, 1997. This increase is due to a service
credit of approximately $14,000 negotiated with the Company's
primary data communications vendor during the current period
compared to a credit of approximately $68,000 in the prior year, as
well as increased expenses related to greater data volume during the
nine months ended March 31, 1998.
Product development expenses were approximately $76,000 (40%)
lower during the nine months ended March 31, 1998 than those
expenses during the nine months ended March 31, 1997. This decrease
is due to the shift in personnel to focus efforts on marketing
strategies for the Company.
Sales and marketing expenses increased by approximately
$218,000 (58%) in the nine months ended March 31, 1998, over the
nine months ended March 31, 1997, due to increased marketing and
sales personnel, additional travel expenses associated with business
development and additional commissions related to the increase in
information services revenues during these nine months.
General and administrative expenses for the nine months ended
March 31, 1998, were approximately $113,000 (16%) higher than these
expenses for the nine months ended March 31, 1997. This increase is
due to additional personnel in senior management, increased rent and
office maintenance expense associated with the Company's expanded
office space, increased office supplies and telephone expenses
related to additional personnel and an increase in employee bonuses
commensurate with the increase in revenues, slightly offset by
decreased conference attendance fees.
The Company earned operating income of approximately $94,000
during the nine months ended March 31, 1998, compared to operating
income of approximately $135,000 for the nine months ended March 31,
1997. The Company earned net income of almost $26,000 for the nine
months ended March 31, 1998, compared to net income for the nine
months ended March 31, 1997, of approximately $46,000. The decrease
in operating and net income reflects the investment of increased
revenues in personnel and information provider content as discussed
above, partially offset by a decrease in interest expense related to
the reduction in the AMASYS Note and payment of a vendor note.
FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES
For the nine months ended March 31, 1998, the Company's
operations produced operating income of approximately $94,000 and
net income of approximately $26,000. At March 31, 1998, the Company
had negative working capital of approximately $286,000 as compared
with negative working capital of approximately $305,000 at June 30,
1997. This increase in working capital is a result of utilizing
long-term bank financing to repay a short term note due to C.W.
Gilluly, partially offset by capital expenditures. The Company also
<PAGE>
had a net stockholders' deficit of approximately $802,000 at March
31, 1998, as compared to a net stockholders' deficit at June 30,
1997, of approximately $828,000. The decrease in stockholders'
deficit was due to the retention of net income.
For the nine months ended March 31, 1998, the Company's
operating activities generated approximately $297,000 in cash. The
Company had cash and cash equivalents of approximately $158,000 at
March 31, 1998, compared to approximately $18,000 at June 30, 1997.
To date, the Company's operations have generated cash flow
sufficient to cover its monthly expenses. However, no assurance may
be given that the Company will be able to expand its revenue base or
achieve ongoing profitable operations that would be necessary to
meet its liquidity needs in the future. If the Company is not
successful in its efforts, it may undertake other actions as may be
appropriate to preserve asset values, including bank financing and
debt negotiations with AMASYS.
Except for the historical information contained herein, the
matters discussed in this 10-Q include forward-looking statements
that involve a number of risks and uncertainties. There are certain
important factors and risks, including business conditions and
growth in the demand for real-time, aggregated custom on-line news
delivery services, and growth in the economy in general; the impact
of competitive products and pricing; the proliferation of large,
global information networks; the evolution of the Internet;
continued success in the acquisition and growth of new information
re-distributor and corporate end-user client accounts; the ability
to fund upgrades to the Company's technical systems; the timely
creation and market acceptance of new products; the Company's
ability to continue to increase the variety and quantity of sources
of information available to create its products; the Company's
ability to continue to recruit and retain highly skilled technical,
editorial, managerial and sales/marketing personnel; the Company's
ability to generate cash flow sufficient to cover its current
obligations while meeting its long-term debt obligations; and the
other risks detailed from time to time in the Company's SEC reports,
that could cause results to differ materially from those anticipated
by the statements contained herein.
YEAR 2000
The Year 2000 issue is the result of computer programs being
written using two digits rather than four to define the applicable
year, resulting in possible system failure or miscalculations
causing disruptions of operations.
The Company has completed an internal review and assessment of
the impact of the Year 2000 issue upon its operating, financial and
accounting systems. At this time the Company believes that the Year
2000 issue will not pose any significant operational problems or
costs.
<PAGE>
Part II. Other Information
Items 1 - 5. None.
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits
11 Earnings Per Share Computation
27.1 Financial Data Schedule
27.2 Financial Data Schedule
27.3 Financial Data Schedule
(b) Reports on Form 8-K
None.
<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 there unto duly authorized.
COMTEX SCIENTIFIC CORPORATION
(Registrant)
Dated: May 13, 1998 By: /S/ C.W. GILLULY
C.W. Gilluly
Chairman of the Board
By: /S/ DONALD E. ZIEGLER
Donald E. Ziegler
Chief Financial Officer
(Principal Financial and
Accounting Officer)
<TABLE>
Exhibit 11
Comtex Scientific Corporation
Earnings Per Share Computation
<CAPTION>
Three Months Ended Nine Months Ended
March 31, March 31,
1998 1997 1998 1997
----------- ------------ ------------ ------------
<S> <C> <C> <C> <C>
Net Income $ 7,361 $ 5,610 $ 25,719 $ 46,474
Basic Earnings per Share:
Weighted average shares
Outstanding 7,859,417 7,858,417 7,858,749 7,858,417
Net Income per Common Share $ 0.00 $ 0.00 $ 0.00 $ 0.01
Diluted Earnings per Share:
Weighted average shares
Outstanding 7,859,417 7,858,417 7,858,749 7,858,417
CSE - Stock Options 2,263,146 - 2,137,122 -
----------- ------------ ------------ ------------
$10,122,563 $ 7,858,417 $ 9,995,871 7,858,417
Net Income per Common Share $ 0.00 $ 0.00 $ 0.00 $ 0.01
</TABLE>
<PAGE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains Comtex's restated summary financial information extracted
from the quarterly 10-Q's and is qualified in its entirety by reference to such
10-Q's.
</LEGEND>
<RESTATED>
<MULTIPLIER> 1
<S> <C> <C> <C>
<PERIOD-TYPE> 3-MOS 6-MOS 9-MOS
<FISCAL-YEAR-END> JUN-30-1998 JUN-30-1998 JUN-30-1998
<PERIOD-START> JUL-01-1997 JUL-01-1997 JUL-01-1997
<PERIOD-END> SEP-30-1997 DEC-31-1997 MAR-31-1998
<CASH> 162,162 38,501 157,793
<SECURITIES> 0 0 0
<RECEIVABLES> 757,265 905,932 863,250
<ALLOWANCES> (57,581) (64,125) (62,625)
<INVENTORY> 0 0 0
<CURRENT-ASSETS> 885,458 897,553 990,153
<PP&E> 839,188 868,407 934,707
<DEPRECIATION> (629,369) (654,216) (681,773)
<TOTAL-ASSETS> 1,159,650 1,175,929 1,306,220
<CURRENT-LIABILITIES> 1,056,652 1,151,751 1,275,829
<BONDS> 0 0 0
0 0 0
0 0 0
<COMMON> 78,547 78,594 78,594
<OTHER-SE> (903,221) (888,438) (881,075)
<TOTAL-LIABILITY-AND-EQUITY> 1,159,650 1,175,929 1,306,220
<SALES> 1,219,349 2,525,080 3,890,419
<TOTAL-REVENUES> 1,219,349 2,525,080 3,890,419
<CGS> 0 0 0
<TOTAL-COSTS> 1,193,108 2,461,209 3,796,304
<OTHER-EXPENSES> 0 0 0
<LOSS-PROVISION> 0 0 0
<INTEREST-EXPENSE> 22,242 45,182 68,036
<INCOME-PRETAX> 3,999 18,689 26,079
<INCOME-TAX> 332 332 360
<INCOME-CONTINUING> 3,667 18,357 25,719
<DISCONTINUED> 0 0 0
<EXTRAORDINARY> 0 0 0
<CHANGES> 0 0 0
<NET-INCOME> 3,667 18,357 25,719
<EPS-PRIMARY> .00 .00 .00
<EPS-DILUTED> .00 .00 .00
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains Comtex's restated summary financial information extracted
from the quarterly 10-Q's and is qualified in its entirety by reference to such
10-Q's.
</LEGEND>
<RESTATED>
<MULTIPLIER> 1
<S> <C> <C> <C> <C>
<PERIOD-TYPE> 3-MOS 6-MOS 9-MOS YEAR
<FISCAL-YEAR-END> JUN-30-1997 JUN-30-1997 JUN-30-1997 JUN-30-1997
<PERIOD-START> JUL-01-1996 JUL-01-1996 JUL-01-1996 JUL-01-1996
<PERIOD-END> SEP-30-1996 DEC-31-1996 MAR-31-1997 JUN-30-1997
<CASH> 127,544 30,430 118,674 17,927
<SECURITIES> 0 0 0 0
<RECEIVABLES> 1,027,727 1,114,129 1,100,753 1,012,758
<ALLOWANCES> (96,328) (95,366) (90,434) (77,139)
<INVENTORY> 0 0 0 0
<CURRENT-ASSETS> 1,107,694 1,107,685 1,196,764 1,266,640
<PP&E> 777,385 788,885 798,466 805,897
<DEPRECIATION> (538,993) (576,573) (591,376) (605,915)
<TOTAL-ASSETS> 1,411,213 1,384,935 1,468,604 1,531,183
<CURRENT-LIABILITIES> 1,401,695 1,420,354 1,500,213 1,571,551
<BONDS> 0 0 0 0
0 0 0 0
0 0 0 0
<COMMON> 78,577 78,577 78,577 78,547
<OTHER-SE> (991,224) (979,294) (973,713) (906,887)
<TOTAL-LIABILITY-AND-EQUITY> 1,411,213 1,384,935 1,468,604 1,531,183
<SALES> 1,040,288 2,122,558 3,222,745 4,591,737
<TOTAL-REVENUES> 1,040,288 2,122,558 3,222,745 4,591,737
<CGS> 0 0 0 0
<TOTAL-COSTS> 978,157 2,019,969 3,088,024 4,364,064
<OTHER-EXPENSES> 0 0 0 0
<LOSS-PROVISION> 0 0 0 0
<INTEREST-EXPENSE> 32,852 61,381 87,901 114,057
<INCOME-PRETAX> 29,279 41,208 46,820 113,616
<INCOME-TAX> 346 346 346 346
<INCOME-CONTINUING> 28,933 40,862 46,474 113,270
<DISCONTINUED> 0 0 0 0
<EXTRAORDINARY> 0 0 0 0
<CHANGES> 0 0 0 0
<NET-INCOME> 28,933 40,862 46,474 113,270
<EPS-PRIMARY> .00 .01 .01 .01
<EPS-DILUTED> .00 .01 .01 .01
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains Comtex's restated summary financial information extracted
from the quarterly 10-Q's and is qualified in its entirety by reference to such
10-Q's.
</LEGEND>
<RESTATED>
<MULTIPLIER> 1
<S> <C> <C> <C> <C>
<PERIOD-TYPE> 3-MOS 6-MOS 9-MOS YEAR
<FISCAL-YEAR-END> JUN-30-1996 JUN-30-1996 JUN-30-1996 JUN-30-1996
<PERIOD-START> JUL-01-1995 JUL-01-1995 JUL-01-1995 JUL-01-1995
<PERIOD-END> SEP-30-1995 DEC-31-1995 MAR-31-1996 JUN-30-1996
<CASH> 14,681 53,001 44,939 57,644
<SECURITIES> 0 0 0 0
<RECEIVABLES> 1,248,355 1,424,327 1,557,088 1,050,492
<ALLOWANCES> (66,622) (80,809) (82,284) (107,601)
<INVENTORY> 0 0 0 0
<CURRENT-ASSETS> 1,214,496 1,415,931 1,544,271 1,049,668
<PP&E> 714,263 717,851 738,532 408,247
<DEPRECIATION> (399,901) (433,884) (468,458) (141,219)
<TOTAL-ASSETS> 1,543,506 1,703,669 1,817,928 1,382,011
<CURRENT-LIABILITIES> 1,269,595 1,642,122 1,890,479 1,391,305
<BONDS> 0 0 0 0
0 0 0 0
0 0 0 0
<COMMON> 78,547 78,547 78,547 78,547
<OTHER-SE> (873,716) (1,080,230) (1,177,370) (1,170,722)
<TOTAL-LIABILITY-AND-EQUITY> 1,543,506 1,703,669 1,817,928 1,382,011
<SALES> 755,187 1,516,306 2,311,183 3,219,028
<TOTAL-REVENUES> 755,187 1,516,306 2,311,183 3,219,028
<CGS> 0 0 0 0
<TOTAL-COSTS> 902,281 1,843,927 2,709,944 3,581,433
<OTHER-EXPENSES> 1,315 1,302 1,302 1,079
<LOSS-PROVISION> 0 0 0 0
<INTEREST-EXPENSE> 26,000 52,000 78,000 107,931
<INCOME-PRETAX> (174,409) (380,923) (478,063) (471,415)
<INCOME-TAX> 489 489 489 489
<INCOME-CONTINUING> (174,898) (381,412) (478,552) (471,904)
<DISCONTINUED> 0 0 0 0
<EXTRAORDINARY> 0 0 0 0
<CHANGES> 0 0 0 0
<NET-INCOME> (174,898) (381,412) (478,552) (471,904)
<EPS-PRIMARY> (.02) (.05) (.06) (.06)
<EPS-DILUTED> (.02) (.05) (.06) (.06)
</TABLE>
