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 September 30, 2000 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 NEWS NETWORK, INC.
(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 600
Alexandria, Virginia 22311
(Address of principal executive offices)
(703) 820-2000
Registrant's Telephone number including area code
---------------------------------------------------------------
Former name, former address and former fiscal year, if changed
since last report
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to
file such reports), and (2) has been subject to such filing
requirements for the past 90 days:
Yes X No ___
As of November 10, 2000, 9,980,737 shares of the Common Stock of
the registrant were outstanding.
<PAGE>
COMTEX NEWS NETWORK, INC.
TABLE OF CONTENTS
Part I Financial Information: Page No.
Item 1. Financial Statements
Balance Sheets 3
as of September 30, 2000 (unaudited)
and June 30, 2000
Statements of Operations 4
for the Three Months Ended
September 30, 2000 and 1999 (unaudited)
Statements of Cash Flows 5
for the Three Months Ended
September 30, 2000 and 1999 (unaudited)
Notes to Financial Statements 6
Item 2. Management's Discussion and Analysis 8
of Financial Condition and Results
of Operations
Item 3. Quantitative and Qualitative Disclosure about Market Risk 11
Part II Other Information:
Item 1. Legal Proceedings 12
Item 2. Changes in Securities and Use of Proceeds 12
Item 3. Defaults Upon Senior Securities 12
Item 4. Submission of Matters to a Vote of Security Holders 12
Item 5. Other Information 12
Item 6. Exhibits and Reports on Form 8-K 12
SIGNATURES 13
<PAGE>
<TABLE>
COMTEX NEWS NETWORK, INC.
BALANCE SHEETS
September 30, June 30,
2000 2000
------------- -------------
(Unaudited)
<S> <C> <C>
ASSETS
CURRENT ASSETS
Cash and Cash Equivalents $1,393,601 $1,655,222
Accounts Receivable, Net of Allowance of
approximately $404,000 and $314,000
at September 30, 2000 and June 30, 2000, respectively 2,303,215 2,086,701
Prepaid Expenses and Other Current Assets 255,441 185,692
------------- -------------
TOTAL CURRENT ASSETS 3,952,257 3,927,615
PROPERTY AND EQUIPMENT, NET 2,404,584 1,829,060
DEPOSITS AND OTHER ASSETS 91,549 219,978
------------- -------------
TOTAL ASSETS $6,448,390 $5,976,653
============= =============
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts Payable $ 907,104 $ 570,817
Accrued Expenses 1,694,442 1,980,958
Notes Payable - 60,000
------------- -------------
TOTAL CURRENT LIABILITIES 2,601,546 2,611,775
LONG-TERM LIABILITIES:
Long-Term Notes Payable - Affiliate 980,954 986,954
------------- -------------
TOTAL LONG-TERM LIABILITIES 980,954 986,954
------------- -------------
TOTAL LIABILITIES 3,582,500 3,598,729
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY
Common Stock, $0.01 Par Value - Shares Authorized: 18,000,000;
Shares issued and outstanding: 9,968,237 and 9,967,897,
respectively 99,682 99,679
Additional Capital 11,403,998 11,403,826
Accumulated Deficit (8,637,790) (9,125,581)
------------- -------------
TOTAL STOCKHOLDERS' EQUITY 2,865,890 2,377,924
------------- -------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $6,448,390 $5,976,653
============= =============
</TABLE>
The accompanying "Notes to Financial Statements"
are an integral part of these financial statements
- 3 -
<PAGE>
<TABLE>
COMTEX NEWS NETWORK, INC.
STATEMENTS OF OPERATIONS
(UNAUDITED)
<CAPTION>
Three months ended
September 30,
------------------------------------------
2000 1999
--------------- ---------------
<S> <C> <C>
Revenues $ 4,161,097 $ 2,408,894
Cost of Revenues 1,160,221 809,578
--------------- ---------------
Gross Profit 3,000,876 1,599,316
Operating Expenses
Technical Operations & Support 759,945 417,463
Product Development 140,305 118,989
Sales and Marketing 628,577 289,844
General and Administrative 851,680 438,842
Depreciation and Amortization 133,432 29,697
--------------- ---------------
Total Operating Expenses 2,513,939 1,294,835
Operating Income 486,937 304,481
Other Income/(Expense)
Interest Expense (26,362) (27,781)
Interest Income/Other 28,441 609
Other Income/(Expense), net 2,079 (27,172)
--------------- -------------
Income Before Income Taxes 489,016 277,309
Income Taxes 1,225 444
--------------- -------------
Net Income $ 487,791 $ 276,865
=============== =============
Basic Earnings Per Common Share $ .05 $ .03
=============== =============
Weigted Average Number of Common Shares 9,968,150 8,125,102
=============== =============
Diluted Earnings Per Common Share $ .04 $ .02
=============== =============
Weighted Average Number of Shares Assuming Dilution 13,754,506 12,100,225
=============== =============
</TABLE>
The accompanying "Notes to Financial Statements"
are an integral part of these financial statements
- 4 -
<PAGE>
<TABLE>
COMTEX NEWS NETWORK, INC.
STATEMENTS OF CASH FLOWS
(UNAUDITED)
<CAPTION>
Three Months Ended
September 30,
-----------------------------------------
2000 1999
-------------- --------------
<S> <C> <C>
Cash Flows from Operating Activities:
Net Income $ 487,791 $ 276,865
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and Amortization Expense 133,432 29,697
Bad Debt Expense 104,350 32,000
Changes in Assets and Liabilities:
Accounts Receivable (320,864) 20,552
Prepaid Expenses and Other Current Assets (69,749) (44,869)
Deposits and Other Long Term Assets 128,430 -
Accounts Payable 336,288 101,853
Accrued Expenses (286,516) 57,093
-------------- --------------
Net Cash provided by Operating Activities 513,162 473,191
Cash Flows from Investing Activities:
Purchases of Property and Equipment (708,956) (254,027)
-------------- --------------
Net Cash used in Investing Activities (708,956) (254,027)
Cash Flows from Financing Activities:
Repayments on Notes Payable (66,000) (40,000)
Exercise of Stock Options 173 309
-------------- --------------
Net Cash used in Financing Activities (65,827) (39,691)
-------------- --------------
Net Increase/(Decrease) in Cash and Cash Equivalents (261,621) 179,473
Cash and Cash Equivalents at Beginning of Period 1,655,222 95,283
-------------- --------------
Cash and Cash Equivalents at End of Period $ 1,393,601 $ 274,756
============== ===============
</TABLE>
The accompanying "Notes to Financial Statements"
are an integral part of these financial statements
- 5 -
<PAGE>
COMTEX NEWS NETWORK, INC.
NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
September 30, 2000
1. Basis of Presentation
The accompanying interim financial statements of COMTEX News
Network, Inc. (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, 2000
has been derived from the audited financial statements at that
date but does not include all of the information and footnotes
required by accounting principles generally accepted in the
United States for complete financial statements. These financial
statements should be read in conjunction with the financial
statements and notes thereto included in the Company's Annual
Report on Form 10-K for the fiscal year ended June 30, 2000
("2000 Form 10-K"), filed with the Securities and Exchange
Commission on September 28, 2000.
In December 1999, the Securities and Exchange Commission ("SEC")
issued Staff Accounting Bulletin No.101, Revenue Recognition in
Financial Statements ("SAB 101"), which summarizes the SEC's
views in applying generally accepted accounting principles to
revenue recognition in financial statements. On June 26, 2000,
the Commission deferred the effective date of SAB 101 to require
adoption by the fourth quarter of the first fiscal year beginning
after December 15, 1999. Any required adoption will be accounted
for as a change in accounting principle in accordance with APB
Opinion No. 20, Accounting Changes, by cumulative catch-up
adjustment in the current fiscal year. COMTEX does not expect
the adoption of SAB 101 to have a material impact on the
Company's financial statements.
In June 2000, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards ("SFAS") No. 138,
Accounting for Certain Derivative Instruments and Certain Hedging
Activities, an amendment of SFAS No. 133, which is effective for
fiscal years beginning after June 15, 2000. COMTEX does not
anticipate that the adoption of SFAS No. 133, as amended, will
have a significant effect on its financial statements.
Certain amounts for the three months ended September 30,
1999, have been reclassified to conform to the presentation of
the three months ended September 30, 2000.
<PAGE>
2. Net Income per Share
The following table sets forth the computation of basic and
diluted earnings per share:
<TABLE>
Three Months Ended
September 30,
2000 1999
------------ -----------
<S> <C> <C>
Numerator:
Net Income $ 487,791 $ 276,865
============ ===========
Denominator:
Denominator for basic earnings per share -
weighted average shares 9,968,150 8,125,102
Effect of dilutive securities:
Stock Options 3,786,356 3,975,123
----------- ----------
Denominator for diluted earnings per share 13,754,506 12,100,225
=========== ==========
Basic Earnings Per Share $ .05 $ .03
Diluted Earnings Per Share $ .04 $ .02
</TABLE>
3. Income Taxes
The provision for income taxes is limited to the liability for
alternative minimum tax as the majority of income for Federal and
state tax purposes has been offset by net operating loss and
investment tax credit carryforwards.
4. Commitments and Contingencies
The Company has been named as a defendant in a lawsuit filed in
the United States District Court for the Northern District of
Alabama, Northeastern Division on August 25, 2000. The parties
are Clyde Collins Pearson Individually and In His Capacity As
Representative of the Class of Emulex Corporation Shareholders
Similarly Situated v. Internet Wire, Inc.; Comtex News Network,
Inc.; and Emulex Corporation. The suit relates to Plaintiff's
sale of Emulex Corporation stock in response to a false news
release disseminated by or on behalf of various defendants,
including the Company. The complaint alleges that the defendants
failed to take reasonably necessary precautions to prevent the
distribution of the false press release attributed to Emulex.
The Plaintiff seeks to maintain the lawsuit as a class action.
Plaintiff is seeking $120,000.00 in actual damages, and
additional punitive damages. The Company has filed a motion to
dismiss the complaint and believes the suit has no merit.
<PAGE>
Item 2.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
Comparison of the three months ended September 30, 2000, to the
three months ended September 30, 1999
The Company earned operating income of approximately
$487,000 during the three months ended September 30, 2000
compared to operating income of approximately $304,000 during the
three months ended September 30, 1999. The Company earned net
income of approximately $488,000 during the three months ended
September 30, 2000, compared to net income of approximately
$277,000 for the three months ended September 30, 1999. As
discussed below, the improvement in operating income and net
income is due primarily to an increase in gross revenues and an
improvement of gross profit margins, offset partially by higher
operating expenses. Also contributing to the improvement in net
income was increased interest income earned on cash balances.
The Company's revenues consist primarily of royalty revenues
and fees from the licensing of content products to information
distributors. During the three months ended September 30, 2000,
the Company's total revenues were approximately $4,161,000, or
approximately $1,752,000 (73%) greater than the total revenues
for the three months ended September 30, 1999. Of the increase
in revenues, approximately 90% reflects revenues from new
customers obtained during the twelve months ended September 30,
2000, and approximately 10% reflects growth in revenues from
existing customers.
The Company's cost of revenue consists primarily of content
license fees and royalties to information providers, as well as
data communication costs for the delivery of the Company's
products to customers. The cost of revenue for the three months
ended September 30, 2000 was approximately $1,160,000, or
approximately $351,000 (43%) greater than the cost of revenue for
the three months ended September 30, 1999. The increase in cost
is primarily due to an increase in royalties and fees for the
distribution of content related to the increase in revenues for
the period. The increase is offset partially by a decrease in
data communications costs resulting from the continued
implementation of a more cost-effective vehicle for the delivery
of the Company's products to customers, as well as a favorably
renegotiated contract with a data communications provider.
<PAGE>
The gross profit for the three months ended September 30,
2000 was approximately $3,001,000 or approximately $1,402,000
(88%) better than the gross profit for the same period in the
prior year. The gross profit percentage improved for the three
months ended September 30, 2000 to approximately 72% from
approximately 66% for the three months ended September 30, 1999
due to both a decrease in the royalty percentage paid for content
and the decrease in data communications costs. The decrease in
the royalty percentage paid for content was a result of the
improvement in earned minimum royalties paid to certain
information providers.
Total operating expenses for the three months ended September 30,
2000 were approximately $2,514,000, representing an approximately
$1,219,000 (94%) increase in operating expenses over the three
months ended September 30, 1999. The increase in operating
expenses is generally due to investments in personnel, operations
and infrastructure in all areas, as well as increases in sales
commissions on increased revenues. In addition, the Company
increased its marketing and public relations activities and
expenditures to promote the Company and its products and
services. The Company also recorded additional reserves for
doubtful accounts in the current three month period.
Technical operations and support expenses during the three
months ended September 30, 2000 increased approximately $342,000
(82%) over these expenses in the three months ended September 30,
1999. This increase was due primarily to increased personnel and
computer leases, parts and software expenses, offset partially by
decreased consulting expenses.
Product development expenses increased by approximately
$21,000 (18%) for the three months ended September 30, 2000
compared to the three months ended September 30, 1999. This
increase is the result of additional personnel in this
department, as well as expenses relating to the development of
new products and services. Product development activities
include quality assurance, enhancements to the Company's
products, and the development of proprietary news products.
Sales and marketing expenses increased by approximately
$339,000 (117%) for the three months ended September 30, 2000
compared to the three months ended September 30, 1999. This
increase was due primarily to increased compensation arising from
the addition of sales and marketing personnel, additional
commissions based on the increase in revenues during the period,
increased travel and conference expenses related to business
development and marketing and public relations expenses related
to the promotion and branding of the Company and its products and
services.
<PAGE>
General and administrative expenses for the three months
ended September 30, 2000 were approximately $413,000 (94%)
greater than these expenses during the three months ended
September 30, 1999. This increase was due to additional
personnel and related expenses, expanded office space and
recruitment fees. The Company also recorded additional reserves
for doubtful accounts related primarily to the significant
increase in revenues and the number of new contracts executed.
Depreciation and amortization expense for the three months ended
September 30, 2000 was approximately $104,000 (349%) higher than
the expense during the same period in the prior year. The
increase was due primarily to the deployment of new platforms for
the Company's products and services and increased capital
expenditures related to office expansion and increased headcount.
Other income increased approximately $29,000 (108%) due primarily
to interest earned on the Company's cash balances.
FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES
For the three months ended September 30, 2000, the Company's
operations produced operating income of approximately $487,000
and net income of approximately $488,000. At September 30, 2000,
the Company had working capital of approximately $1,351,000 as
compared with working capital of approximately $1,316,000 at June
30, 2000. The Company also had net stockholders' equity of
approximately $2,866,000 at September 30, 2000, as compared to
net stockholders' equity at June 30, 2000, of approximately
$2,378,000. The increase in working capital and stockholders'
equity was due to the increase in, and retention of, net income.
For the three months ended September 30, 2000, the Company's
operating activities generated approximately $513,000 in cash.
The Company had cash of approximately $1,394,000 at September 30,
2000, compared to approximately $1,655,000 at June 30, 2000. To
date, the Company's operations have generated cash flow
sufficient to cover its monthly expenses.
The Company has reinvested a significant portion of its operating
cash flows. This includes investments in administrative, sales,
marketing and technical staff; expansion of the contractual base
with information providers to improve the quality and flexibility
of information products; and expansion of contracts with
information distributor customers. All of these factors
contribute to improving the Company's ability to sell and deliver
quality products and services.
<PAGE>
In addition, the Company has made capital expenditures of
approximately $709,000 in the three months ended September 30,
2000, primarily to upgrade its software and hardware platforms,
thus expanding both its product capabilities and its ability to
meet future client and content processing requirements. These
expenditures also included purchases related to the expansion of
office space and additional headcount.
The Company anticipates continued investment in operations and
infrastructure including, but not limited to, investments in
additional human resources and consulting services, product
development, sales, marketing and branding and software and
hardware. While the Company anticipates funding these
investments with operating cash flows, it may undertake
additional borrowings or raise additional capital through the
issuance of equity as the need arises and to take advantage of
market conditions.
EBITDA, as defined below, increased approximately 86% to $620,000
for the three months ended September 30, 2000 compared to
$334,000 for the quarter ended September 30, 1999. The increase
is due to the increase in revenues and the improvement in gross
profit margin, offset partially by increased operating expenses,
excluding depreciation and amortization.
EBITDA consists of earnings before interest expense, interest and
other income, income taxes and depreciation and amortization.
EBITDA does not represent funds available for management's
discretionary use and is not intended to represent cash flow from
operations. EBITDA should also not be construed as a substitute
for operating income or a better measure of liquidity than cash
flow from operating activities, which are determined in
accordance with accounting principles generally accepted in the
United States. This caption excludes components that are
significant in understanding and assessing the Company's results
of operations and cash flows. In addition, EBITDA is not a term
defined by generally accepted accounting principles and,
therefore, the Company's measure of EBITDA might not be
comparable to similarly titled measures used by other companies.
CAUTIONARY STATEMENTS CONCERNING FORWARD-LOOKING STATEMENTS
Except for the historical information contained herein, the
matters discussed in this 10-Q include forward-looking statements
within the meaning of Section 21E of the Securities and Exchange
Act of 1934. These forward-looking statements may be identified
by reference to a future period or by use of forward-looking
terminology such as "anticipate", "expect", "could", "may" or
other words of a similar nature. Forward-looking statements,
which the Company believes to be reasonable and are made in good
faith, are subject to certain risks and uncertainties that could
cause actual results to differ materially from those expressed in
any forward-looking statement made by, or on behalf of, the
Company.
<PAGE>
Among such important external factors and risks are business
conditions and growth in the demand for real-time, aggregated
custom online news delivery services, and growth in the economy
in general; the impact of competitive products and pricing; the
proliferation of large, global information networks and the
evolution of the Internet. Among such important internal factors
and risks are continued success in the acquisition and growth of
new information re-distributor and corporate end-user client
accounts; the ability to continue the Company's program of
technical system upgrades; 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, including quarterly reports on Form 10-Q, that could
cause results to differ materially from those anticipated by the
statements contained herein.
Item 3.
QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK.
The information required by this item has been omitted as the
Company's market risk exposure is not material.
<PAGE>
Part II. Other Information
Item 1. Legal Proceedings
The Company has been named as a defendant in a lawsuit
filed in the United States District Court for the Northern
District of Alabama, Northeastern Division on August 25,
2000. The parties are Clyde Collins Pearson Individually
and In His Capacity As Representative of the Class of Emulex
Corporation Shareholders Similarly Situated v. Internet
Wire, Inc.; Comtex News Network, Inc.; and Emulex
Corporation. The suit relates to Plaintiff's sale of Emulex
Corporation stock in response to a false news release
disseminated by or on behalf of various defendants,
including the Company. The complaint alleges that the
defendants failed to take reasonably necessary precautions
to prevent the distribution of the false press release
attributed to Emulex. The plaintiff seeks to maintain the
lawsuit as a class action. Plaintiff is seeking $120,000.00
in actual damages, and additional punitive damages. The
Company has filed a motion to dismiss the complaint and
believes the suit has no merit.
The Company is also involved in routine legal
proceedings occurring in the ordinary course of business,
which in the aggregate are believed by management to be
immaterial to the financial condition of the Company.
Item 2. Changes in Securities and Use of Proceeds
None.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Submission of Matters to a Vote of Security Holders
None.
Item 5. Other Information
None.
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits
27 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 NEWS NETWORK, INC.
(Registrant)
Dated: November 14, 2000 By: /S/ CHARLES W.TERRY
Charles W. Terry
President and Chief Executive Officer
(Principal Executive Officer and
Acting Principal Financial and
Accounting Officer)
<PAGE>
