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 March 31, 2009 or
o
Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act
of 1934
For the
transition period from __________ to ___________
Commission
file number
0-10541
COMTEX NEWS NETWORK,
INC.
(Exact name of registrant as
specified in its charter)
|
Delaware
|
13-3055012
|
|
(State
or other jurisdiction
|
(I.R.S.
Employer
|
|
of
incorporation or organization)
|
Identification
No.)
|
625 North Washington Street,
Suite 301, Alexandria, Virginia 22314
(Address
of principal executive office)
Registrant's
telephone number, including area code:
(703)
820-2000
Indicate
by check mark whether the Registrant (1) 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
o
Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding
12 months (or for such shorter period that the registrant was required to submit
and post such files). Yes
o
No
o
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting
company. See the definitions of “large accelerated filer”,
“accelerated filer”, and “smaller reporting company” in Rule 12b-2 of the
Exchange Act. (check one):
|
Large
accelerated filer
o
|
Accelerated
filer
o
|
|
Non-accelerated
filer
o
|
Smaller
reporting company
x
|
Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act.) Yes
o
No
x
As of May
6, 2009, 15,794,200 shares of the Common Stock of the registrant, par value
$0.01 per share, were outstanding.
COMTEX
NEWS NETWORK, INC.
TABLE OF
CONTENTS
|
Part
I
|
Financial
Information:
|
Page No.
|
|
|
|
|
|
|
|
Item
1.
|
Condensed
Financial Statements
|
|
|
|
|
|
|
|
|
|
Condensed Balance
Sheets
as of March 31, 2009 (unaudited) and June 30,
2008
|
2
|
|
|
|
|
|
|
|
|
Condensed
Statements of Operations for the Three and Nine Months Ended March 31,
2009 and 2008 (unaudited)
|
3
|
|
|
|
|
|
|
|
|
Condensed
Statements of Cash Flows for the Nine Months Ended March 31, 2009 and 2008
(unaudited)
|
4
|
|
|
|
|
|
|
|
|
Notes
to Condensed Financial Statements (unaudited)
|
5
|
|
|
|
|
|
|
|
Item
2.
|
Management's
Discussion and Analysis of Financial Condition and Results of
Operations
|
7
|
|
|
|
|
|
|
|
Item
3.
|
Quantitative
and Qualitative Disclosures About Market Risk
|
12
|
|
|
|
|
|
|
|
Item
4.
|
Controls
and Procedures
|
12
|
|
|
|
|
|
|
Part
II
|
Other
Information:
|
|
|
|
|
|
|
|
|
Item
1.
|
Legal
Proceedings
|
12
|
|
|
Item
1A.
|
Risk
Factors
|
13
|
|
|
Item
2.
|
Unregistered
Sales of Equity Securities and Use of Proceeds
|
13
|
|
|
Item
3.
|
Defaults
Upon Senior Securities
|
13
|
|
|
Item
4.
|
Submission
of Matters to a Vote of Security Holders
|
13
|
|
|
Item
5.
|
Other
Information
|
13
|
|
|
Item
6.
|
Exhibits
|
13
|
|
|
|
|
|
|
SIGNATURES
|
14
|
Part
I Financial Information
Item 1. Condensed
Financial Statements
|
COMTEX
NEWS NETWORK, INC.
|
|
|
CONDENSED
BALANCE SHEETS
|
|
|
|
|
March
31,
|
|
|
June
30,
|
|
|
|
|
2009
|
|
|
2008
|
|
|
|
|
(Unaudited)
|
|
|
|
|
|
ASSETS
|
|
|
|
|
|
|
|
CURRENT
ASSETS:
|
|
|
|
|
|
|
|
Cash
and Cash Equivalents
|
|
$
|
1,541,632
|
|
|
$
|
1,520,831
|
|
|
Marketable
Securities
|
|
|
33,846
|
|
|
|
-
|
|
|
Accounts
Receivable, Net of Allowance for Doubtful Accounts of $115,396 as of March
31, 2009 and June 30, 2008
|
|
|
685,853
|
|
|
|
855,266
|
|
|
Prepaid
Expenses
|
|
|
14,477
|
|
|
|
25,097
|
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL
CURRENT ASSETS
|
|
|
2,275,808
|
|
|
|
2,401,194
|
|
|
|
|
|
|
|
|
|
|
|
|
PROPERTY
AND EQUIPMENT, NET
|
|
|
341,058
|
|
|
|
394,927
|
|
|
|
|
|
|
|
|
|
|
|
|
DEPOSITS
AND OTHER ASSETS
|
|
|
43,253
|
|
|
|
43,253
|
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL
ASSETS
|
|
$
|
2,660,119
|
|
|
$
|
2,839,374
|
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES
AND STOCKHOLDERS' EQUITY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CURRENT
LIABILITIES:
|
|
|
|
|
|
|
|
|
|
Accounts
Payable and Other Accrued Expenses
|
|
$
|
546,180
|
|
|
$
|
833,175
|
|
|
Accrued
Payroll Expenses
|
|
|
206,580
|
|
|
|
159,208
|
|
|
Deferred
Revenue
|
|
|
6,659
|
|
|
|
20,574
|
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL
LIABILITIES
|
|
|
759,419
|
|
|
|
1,012,957
|
|
|
|
|
|
|
|
|
|
|
|
|
Commitments
and Contingencies (Note 3)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
STOCKHOLDERS'
EQUITY:
|
|
|
|
|
|
|
|
|
|
Preferred
Stock, $0.01 Par Value - Shares Authorized:
|
|
|
|
|
|
|
|
|
|
5,000,000:
No Shares issued and outstanding
|
|
|
-
|
|
|
|
-
|
|
|
Common
Stock, $0.01 Par Value - Shares Authorized:
|
|
|
|
|
|
|
|
|
|
25,000,000:
Shares issued and outstanding: 15,794,200 at March 31, 2009 and 15,294,200
at June 30, 2008
|
|
|
157,942
|
|
|
|
152,942
|
|
|
Additional
Paid-In Capital
|
|
|
13,596,637
|
|
|
|
13,566,637
|
|
|
Accumulated
Deficit
|
|
|
(11,853,879
|
)
|
|
|
(11,893,162
|
)
|
|
|
|
|
|
|
|
|
|
|
|
Total
Stockholders' Equity
|
|
|
1,900,700
|
|
|
|
1,826,417
|
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL
LIABILITIES AND STOCKHOLDERS' EQUITY
|
|
$
|
2,660,119
|
|
|
$
|
2,839,374
|
|
The
accompanying “Notes to Condensed Financial Statements” are an integral part of
these financial statements
|
Comtex
News Network, Inc.
|
|
|
Condensed
Statements of Operations
|
|
|
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three
months ended
|
|
|
Nine
months ended
|
|
|
|
|
March
31,
|
|
|
March
31,
|
|
|
|
|
2009
|
|
|
2008
|
|
|
2009
|
|
|
2008
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues
|
|
$
|
1,492,475
|
|
|
$
|
1,769,940
|
|
|
$
|
4,808,087
|
|
|
$
|
5,425,719
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost
of Revenues
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(including
depreciation and amortization expense of $0 and $2,577, for the
three months ended March 31, 2009 and 2008, respectively and $0 and
$13,241, for the nine months ended March 31, 2009 and 2008,
respectively)
|
|
|
607,314
|
|
|
|
621,262
|
|
|
|
1,727,699
|
|
|
|
1,968,736
|
|
|
Gross
Profit
|
|
|
885,161
|
|
|
|
1,148,678
|
|
|
|
3,080,388
|
|
|
|
3,456,983
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating
Expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Technical
Operations and Support
(Inclusive of stock-based
compensation of $0 and $0 for the three months ended March 31, 2009 and
2008, respectively and $0 and $1,182, for the nine months ended March 31,
2009 and 2008, respectively)
|
|
|
316,685
|
|
|
|
346,299
|
|
|
|
1,149,203
|
|
|
|
1,018,831
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sales
and Marketing
(Inclusive of
stock-based compensation of $ 0 and $0, for the three months ended March
31, 2009 and 2008, respectively and $0 and $1,684, for the nine months
ended March 31, 2009 and 2008, respectively)
|
|
|
208,348
|
|
|
|
170,136
|
|
|
|
608,118
|
|
|
|
435,229
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
General
and Administrative
(Inclusive of stock-based
compensation of $ 0 and $0, for the three months ended March 31, 2009 and
2008, respectively and $35,000 and $431, for the nine months ended March
31, 2009 and 2008, respectively)
|
|
|
380,623
|
|
|
|
384,325
|
|
|
|
1,210,999
|
|
|
|
1,160,978
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation
and Amortization
|
|
|
29,838
|
|
|
|
15,422
|
|
|
|
87,925
|
|
|
|
45,141
|
|
|
Total
Operating Expenses
|
|
|
935,494
|
|
|
|
916,182
|
|
|
|
3,056,245
|
|
|
|
2,660,179
|
|
|
Operating
(Loss) Income
|
|
|
(50,333
|
)
|
|
|
232,496
|
|
|
|
24,143
|
|
|
|
796,804
|
|
|
Other
income (expense), net:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest
Income
|
|
|
760
|
|
|
|
11,208
|
|
|
|
10,324
|
|
|
|
30,079
|
|
|
Realized
and unrealized gain (loss) on marketable securities
|
|
|
17,457
|
|
|
|
-
|
|
|
|
17,457
|
|
|
|
(65,157
|
)
|
|
Other
Income (Expense)
|
|
|
28
|
|
|
|
306
|
|
|
|
1,280
|
|
|
|
(2,259
|
)
|
|
Other
Income (Expense), net
|
|
|
18,245
|
|
|
|
11,514
|
|
|
|
29,061
|
|
|
|
(37,337
|
)
|
|
Income
(Loss) Before Income Taxes
|
|
|
(32,088
|
)
|
|
|
244,010
|
|
|
|
53,204
|
|
|
|
759,467
|
|
|
(Provision)
for Federal and State Income Taxes
|
|
|
(1,071
|
)
|
|
|
(82,963
|
)
|
|
|
(18,089
|
)
|
|
|
(258,219
|
)
|
|
Tax
Benefit of Net Operating Loss Carry forward
|
|
|
-
|
|
|
|
82,830
|
|
|
|
4,168
|
|
|
|
253,037
|
|
|
Net
(Loss) Income
|
|
$
|
(33,159
|
)
|
|
$
|
243,877
|
|
|
$
|
39,283
|
|
|
$
|
754,285
|
|
|
Basic
Earnings Per Common Share
|
|
$
|
0.00
|
|
|
$
|
0.02
|
|
|
$
|
0.00
|
|
|
$
|
0.05
|
|
|
Weighted
Average Number of Common Shares
|
|
|
15,446,374
|
|
|
|
15,294,200
|
|
|
|
15,583,241
|
|
|
|
15,294,200
|
|
|
Diluted
Earnings Per Common Share
|
|
$
|
0.00
|
|
|
$
|
0.02
|
|
|
$
|
0.00
|
|
|
$
|
0.03
|
|
|
Weighted
Average Number of Shares Assuming Dilution
|
|
|
15,446,374
|
|
|
|
15,460,300
|
|
|
|
15,653,295
|
|
|
|
15,466,939
|
|
The
accompanying “Notes to Condensed Financial Statements” are an integral part of
these financial statements
|
COMTEX
NEWS NETWORK, INC.
|
|
|
CONDENSED
STATEMENTS OF CASH FLOWS
|
|
|
|
|
Nine
Months Ended
|
|
|
|
|
March
31,
|
|
|
|
|
(unaudited)
|
|
|
|
|
2009
|
|
|
2008
|
|
|
Cash
Flows from Operating Activities:
|
|
|
|
|
|
|
|
Net
Income
|
|
$
|
39,283
|
|
|
$
|
754,285
|
|
|
Adjustments
to reconcile net income to net
|
|
|
|
|
|
|
|
|
|
cash
provided by operating activities:
|
|
|
|
|
|
|
|
|
|
Depreciation
and Amortization
|
|
|
87,926
|
|
|
|
58,381
|
|
|
Provision
for Doubtful Accounts
|
|
|
7,950
|
|
|
|
20,463
|
|
|
Realized
and Unrealized (Gain) Loss on Marketable Securities
|
|
|
(17,457
|
)
|
|
|
65,157
|
|
|
Stock-Based
Compensation
|
|
|
35,000
|
|
|
|
3,297
|
|
|
Accounts
Receivable
|
|
|
161,463
|
|
|
|
89,388
|
|
|
Prepaid
Expenses
|
|
|
10,620
|
|
|
|
(15,576
|
)
|
|
(Purchase)
Sale of Marketable Securities
|
|
|
(16,389
|
)
|
|
|
458,146
|
|
|
Accounts
Payable and Other Accrued Expenses
|
|
|
(286,995
|
)
|
|
|
(188,819
|
)
|
|
Accrued
Payroll Expenses
|
|
|
47,372
|
|
|
|
(11,226
|
)
|
|
Deferred
Revenue
|
|
|
(13,915
|
)
|
|
|
(8,391
|
)
|
|
Net
Cash Provided By Operating Activities
|
|
|
54,858
|
|
|
|
1,225,105
|
|
|
Cash
Flows from Investing Activities:
|
|
|
|
|
|
|
|
|
|
Purchase
of Property and Equipment
|
|
|
(34,057
|
)
|
|
|
(31,580
|
)
|
|
Net
Cash (Used In) Investing Activities
|
|
|
(34,057
|
)
|
|
|
(31,580
|
)
|
|
Cash
Flows from Financing Activities:
|
|
|
|
|
|
|
|
|
|
Decrease
in Broker Margin Account
|
|
|
-
|
|
|
|
(30,163
|
)
|
|
Net
Cash (Used In) Financing Activities
|
|
|
-
|
|
|
|
(30,163
|
)
|
|
Net
Increase in Cash and Cash Equivalents
|
|
|
20,801
|
|
|
|
1,163,362
|
|
|
Cash
and Cash Equivalents at Beginning of Period
|
|
|
1,520,831
|
|
|
|
581,131
|
|
|
Cash
and Cash Equivalents at End of Period
|
|
$
|
1,541,632
|
|
|
$
|
1,744,493
|
|
|
|
|
|
|
|
|
|
|
|
|
Supplemental
Disclosure of Cash Flow Information:
|
|
|
|
|
|
|
|
|
|
Cash
paid for income taxes
|
|
$
|
13,921
|
|
|
$
|
5,182
|
|
|
Cash
paid for interest expense
|
|
$
|
-
|
|
|
$
|
2,565
|
|
The
accompanying “Notes to Condensed Financial Statements” are an integral part of
these financial statements
COMTEX
NEWS NETWORK, INC.
NOTES TO
CONDENSED FINANCIAL STATEMENTS (UNAUDITED)
March 31,
2009
The accompanying condensed 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 adjustments) necessary for (i) a fair
presentation of results for such periods and (ii) in order to make the financial
statements not misleading. The results of operations for any interim
period are not necessarily indicative of results for the full
year. The balance sheet at June 30, 2008 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 of America for complete financial statements. These
condensed interim financial statements should be read in conjunction with the
financial statements and notes thereto included in the Company’s Annual Report
on Form 10-KSB for the fiscal year ended June 30, 2008 (“2008 Form 10-KSB”),
filed with the Securities and Exchange Commission on September 29,
2008.
Marketable
securities are bought and held principally for the purpose of selling them in
the near term and are classified as trading securities. Trading securities are
recorded at fair value, with the change in fair value
during
the period reported as realized and unrealized gain (loss) on marketable
securities and included in earnings.
Earnings
per common share is presented in accordance with the provisions of Statement of
Financial Accounting Standards (“SFAS”) No. 128, "Earnings Per Share"
("EPS"). Basic EPS excludes dilution for potentially dilutive securities
and is computed by dividing income available to common stockholders by the
weighted average number of common shares outstanding for the period.
Diluted EPS reflects the potential dilution that could occur if securities or
other contracts to issue common stock were exercised or converted into common
stock and resulted in the issuance of common stock. Diluted EPS was equal to
basic EPS for the three and nine month periods ended March 31,
2009. Diluted EPS for the three and nine month periods ended March
31, 2009 does not include the effects of exercisable options to purchase
approximately 2.5 million shares, due to the options’ exercise prices being
greater than the average market price of the Company's common shares during the
period.
The
provision for income taxes is calculated at normal Federal and State rates for
the three and nine month periods ended March 31, 2009 and 2008.
In June
2006, the Financial Accounting Standards Board (“FASB”) issued Interpretation
No. 48, “Accounting for Uncertainty in Income Taxes-an Interpretation of FASB
Statement No. 109” (“FIN 48”). FIN 48 prescribes a recognition threshold and
measurement attribute for the financial statement recognition and measurement of
tax positions taken or expected to be taken in a tax return. The Company adopted
FIN 48 effective July 1, 2007 and determined the adoption to have no effect on
results of operations or financial position at or for the three and nine month
periods ended March 31, 2009. The Company will record any future penalties and
tax related interest expense as a component of provision for income
taxes.
The
Company accounts for income taxes in accordance with SFAS No. 109,
Accounting for Income
Taxes
. Under this method, deferred tax liabilities and assets
are determined based on the difference between the financial statement and tax
bases of assets and liabilities using the enacted tax rates in effect for the
period in which the differences are expected to reverse. Deferred tax
assets are reduced by a valuation allowance when the Company cannot make the
determination that it is more likely than not that some portion or all of the
related tax asset will be realized. The effective tax rate for the
nine month period ended March 31, 2009 is higher than the anticipated statutory
rate because the Company records state income taxes on a cash
basis.
|
3.
|
Commitments and
Contingencies
|
The
Company leases office space and certain equipment under non-cancelable operating
leases that expire at various dates through May 2012. The leases
require fixed escalations and payment of property taxes, insurance and
maintenance costs.
The
future minimum rental commitments under operating leases are as
follows:
|
Fiscal
year ending
June
30,
|
|
Minimum
Rental
Commitments
|
|
|
2009
|
|
$
|
72,406
|
|
|
2010
|
|
|
182,696
|
|
|
2011
|
|
|
117,856
|
|
|
2012
|
|
|
7,482
|
|
|
2013
|
|
|
-
|
|
|
|
|
$
|
380,440
|
|
Rent
expense, included in general and administrative expenses, under all operating
leases totaled approximately $220,000 and $202,000 for the nine months ended
March 31, 2009 and 2008, respectively.
On
October 31, 2008, Comtex News Network, Inc. (the “Company”) entered into a new
employment agreement (the “Agreement”) with its President and Chief Executive
Officer, Mr. Chip Brian, (the “Officer”). The Agreement is for a
two-year term, effective October 1, 2008, and may be extended by written
agreement between the parties. The Officer will receive an annual
base salary of $235,000, to be increased to $250,000 on October 1,
2009. The Officer is eligible for annual and incentive bonuses, and
is eligible to participate in Company-sponsored employee benefit
plans.
The
Officer owned an option to purchase Seven Hundred Fifty Thousand (750,000)
shares of common stock of the Company the (“Option”) granted under the Company’s
option plans, the exercise price of which was significantly higher than the
current trading price of the Company’s shares. Pursuant to the
Agreement, the Officer forfeited the Option in exchange for a grant of Five
Hundred Thousand (500,000) shares of unregistered common stock of the Company,
par value $0.01 per share, effective as of December 3, 2008.
Under the Agreement, upon the
Officer’s termination for any reason other than for cause or voluntarily by the
Officer without good reason during the one-year period subsequent to an
occurrence of a change in control (as defined in the Agreement), the Company
shall pay the Officer a cash lump sum equal to the greater of his annual base
salary or the remainder of the salary due for the term of the
Agreement. The Agreement also contains non-competition and
non-solicitation provisions.
On April
15, 2004, the Company’s former Chairman/CEO and President, both of whom resigned
on February 5, 2004, filed separate demands for arbitration against the Company
related to the terms of their employment agreements. The demands
alleged breaches of the employment agreements and requested payment of
approximately $129,000 to the former employees. On August 8, 2006, an
arbitrator denied the former President’s claim, awarding only a bonus, vacation
pay and certain previously granted options, none of which was in
dispute. On September 26, 2007, a different arbitrator denied all of
the former Chairman/CEO’s claims, and instructed the former Chairman/CEO to pay
Comtex half of the fees charged by the American Arbitration Association
pertaining to the arbitration. The Company had accrued approximately $61,000 in
expenses in previous periods, which were reversed in the fiscal year ended June
30, 2008 and recorded as a reduction of general and administrative
expenses.
Item
2.
MANAGEMENT’S DISCUSSION AND
ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The
following discussion of our financial condition and results of operations should
be read in conjunction with the financial statements and the related notes
included elsewhere in this Form 10-Q and the financial statements and related
notes and Management's Discussion and Analysis of Financial Condition and
Results of Operations included in our annual report on Form 10-KSB for the
fiscal year ended June 30, 2008 filed with the Securities and Exchange
Commission on September 29, 2008. Historical results and percentage
relationships among any amounts in the interim condensed financial statements
are not necessarily indicative of trends in operating results for any future
period.
Forward-looking
Statements
This Form
10-Q contains forward-looking statements within the meaning of Section 27A of
the Securities Act of 1933, as amended, and Section 21E of the Securities
Exchange Act of 1934, as amended. These statements are subject to a variety of
risks and uncertainties, many of which are beyond our control, which could cause
actual results to differ materially from those contemplated in these
forward-looking statements. These forward-looking statements may be
identified by reference to a future period by use of forward-looking terminology
such as “anticipate,” “expect,” “could,” “intend,” “may” and other words of a
similar nature. In particular, the risks and uncertainties include
those described in our annual report on Form 10-KSB for the fiscal year ended
June 30, 2008 and in other periodic Securities and Exchange Commission filings.
These risks and uncertainties include, among other things, the fact that Comtex
is in a highly competitive industry subject to rapid technological, product and
price changes; the consolidation of the Internet news market; competition within
our markets; the financial stability of our customers; maintaining a secure and
reliable news-delivery network; maintaining relationships with key content
providers; attracting and retaining key personnel; the volatility of our common
stock price; successful marketing of our services to current and new customers;
the overall volatility of the economy and equity markets; and operating expense
control.
Existing and prospective investors are
cautioned not to place undue reliance on these forward-looking statements, which
speak only as of the date hereof. We undertake no obligation to
update or revise the information contained in this Form 10-Q, whether as a
result of new information, future events or circumstances or
otherwise
.
RESULTS OF OPERATIONS
(Dollar amounts shown are rounded)
Comparison of the three
months ended March 31, 2009 to the three months ended March 31,
2008
During
the three months ended March 31, 2009, revenues were $1,492,000, or $278,000
(15.7%) less than the revenues of $1,770,000 for the three months ended March
31, 2008. The decrease was primarily due to a reduction in our customer base due
to current economic conditions with a corresponding reduction in
revenue.
Our cost of revenues consisted
primarily of content license fees and royalties to information providers,
amortization expense on our production software, and data communication costs
for the delivery of our products to customers. The cost of revenues
for the three months ended March 31, 2009 was $607,000, or $14,000 (2.2%) less
than the cost of revenues of $621,000 for the three months ended March 31,
2008. The decreased costs were primarily due to reduced royalty
expenses related to the reduction in our customer base.
Gross
profit for the three months ended March 31, 2009 was $885,000, or $264,000
(22.9%) less than the gross profit of $1,149,000 for the same period in the
prior year. The gross profits as a percentage of revenue for
the three months ended March 31, 2009 and March 31, 2008 were 59.3% and 64.9%,
respectively.
Total
operating expenses for the three months ended March 31, 2009 were $935,000
representing a $19,000 (2.1%) increase from $916,000 for the three months ended
March 31, 2008. The increase in expenses resulted primarily from an increase in
salaries and related expenses in our sales and marketing staff.
Technical operations and support
expenses during the three months ended March 31, 2009 decreased to $317,000,
which was $30,000 (8.6%) less than the $346,000 for the three months ended March
31, 2008. The decrease was primarily due to a reduction in the use of
outside consulting services during the period.
Sales and
marketing expenses increased by $38,000 (22.5%) to $208,000 for the three months
ended March 31, 2009 compared to $170,000 for the three months ended March 31,
2008. The increase was mainly due to the expansion of our sales and
marketing team and the utilization of outside consulting services during the
period.
General and administrative expenses
for the three months ended March 31, 2009 decreased by $4,000 (1.0%), to
$380,000, from $384,000 for the comparable quarter of the prior
year.
Depreciation
and amortization expenses for the three months ended March 31, 2009 increased
$12,000 (65.8%) to $30,000 from $18,000 for the same period in the prior
year. The increase was due primarily to the implementation of
equipment upgrades, as planned in the Company’s capital budget.
Other
income, net of other expenses, for the three months ended March 31, 2009 was
$18,000, compared to $12,000 for the three months ended March 31,
2008. The increase in net other income was primarily due to realized
and unrealized gains on marketable securities.
During
the three months ended March 31, 2009, we reported a net loss of $33,000
compared to net income of $244,000 for the three months ended March 31,
2008. The decrease was primarily due to the reduction in revenues
resulting from current economic conditions and increased sales and marketing
costs, as discussed above.
Comparison of the nine
months ended March 31, 2009, to the nine months ended March 31,
2008
During
the nine months ended March 31, 2009, total revenues were $4,808,000 or $618,000
(11.4%) less than revenues of $5,426,000 for the nine months ended March 31,
2008. The decrease was primarily due to a reduction in royalty
revenues caused by industry consolidations and current economic conditions for
the nine month period ended March 31, 2009, and the realization of $181,000 of
prior year revenue from a customer as a result of an internal audit by the
customer during the nine month period ended March 31, 2008.
The cost
of revenues for the nine months ended March 31, 2009 was $1,728,000, or $241,000
(12.2%) less than the cost of revenues of $1,969,000 for the nine months ended
March 31, 2008. The decrease in cost was primarily due to the
extinguishment of an accrued liability of $138,000 on October 30, 2008, a
decrease in royalty usage fees, renegotiation of fixed costs associated with
certain content providers, and a decrease in software amortization
expense.
Gross
profit for the nine months ended March 31, 2009 was $3,080,000 or $377,000
(10.9%) less than the gross profit of $3,457,000 for the same period in the
prior year. The gross profit as a percentage of revenue
increased for the nine months ended March 31, 2009 to 64.1% from 63.7% for the
nine months ended March 31, 2008. The increase in gross profit as a
percentage of revenue was primarily due to the extinguishment of an accrued
liability of approximately $138,000 on October 30, 2008.
Total
operating expenses for the nine months ended March 31, 2009 were $3,056,000,
representing a $396,000 (14.9%) increase in operating expenses from $2,660,000
for the nine months ended March 31, 2008. The increase in expenses resulted
primarily from an increase in personnel, co-location, and disaster recovery
facility expenses for technical operations, personnel and outside consulting
services for sales and marketing and non-cash stock based compensation costs
included in general and administration expenses.
Technical operations and support
expenses during the nine months ended March 31, 2009 increased $130,000 (12.8%)
to $1,149,000 from $1,019,000 for the nine months ended March 31,
2008. The increase was primarily due to an increase in salaries and
related expenses and an increase in co-location and disaster recovery facility
expenses attributed to the build out of the new co-locations offset by a
reduction in the use of outside consultants.
Sales and
marketing expenses increased by $173,000 (39.7%) to $608,000 for the nine months
ended March 31, 2009 compared to $435,000 for the nine months ended March 31,
2008. The increase was primarily due to a $157,000 increase in
salaries and related expense resulting from an increase in our sales and
marketing team.
General and administrative expenses
for the nine months ended March 31, 2009 increased by $50,000 (4.3%) to
$1,211,000 from $1,161,000 for the comparable period of the prior
year. The increase was primarily attributable to a non-cash stock
based compensation charge associated with an employment agreement as discussed
in Note 3 to our unaudited Condensed Financial Statements.
Depreciation
and amortization expenses for the nine months ended March 31, 2009 increased
$30,000 (50.6%) to $88,000 from $58,000 for the same period in the prior
year. The increase was due primarily to implementation of equipment
upgrades as planned in the Company’s capital budget.
Other
income, net of other expenses, for the nine months ended March 31, 2009 was
$29,000, compared to other expenses, net of other income of $37,000 for the nine
months ended March 31, 2008. This change was mainly due to $17,000 of
realized and unrealized gains on marketable securities recorded in the nine
months ended March 31, 2009 compared to the $65,000 of realized and unrealized
losses on marketable securities for the same period of the prior
year. This was offset by a reduction in interest income
of $20,000 for the same period.
During
the nine months ended March 31, 2009, we reported net income of $39,000 compared
to net income of $754,000 for the nine months ended March 31,
2008. The decrease in net income was primarily due to the reduction
in revenues resulting from industry consolidations, as discussed above, coupled
with a one time pick up of revenue of approximately $181,000 from prior periods
recorded in the nine months ended March 31, 2008. Net income for the period
ended March 31, 2009 was also impacted by an increase in operating expenses,
offset by the extinguishment of an accrued liability of approximately $138,000
on October 30, 2008.
FINANCIAL CONDITION,
LIQUIDITY AND CAPITAL RESOURCES
For the nine months ended March 31,
2009, we had operating income of $24,000 and net income of
$39,000. At March 31, 2009, we had working capital of $1,516,000,
which increased from working capital of $1,388,000 at June 30,
2008. We had total stockholders’ equity of $1,901,000 and $1,826,000
at March 31, 2009 and June 30, 2008, respectively.
We had
cash and cash equivalents of $1,542,000 at March 31, 2009, compared to
$1,521,000 at June 30, 2008. For the nine months ended March 31,
2009, the Company had an increase of approximately $21,000 in cash and cash
equivalents.
We made capital expenditures of
approximately $34,000 mainly for computer upgrades during the nine months ended
March 31, 2009, compared to $31,000 for the nine months ended March 31,
2008.
The
Company’s future contractual obligations and commitments as of March 31, 2009
are as follows:
|
|
Contractual
Obligations
|
|
|
FY
2009
|
FY
2010
|
FY
2011
|
FY
2012
|
FY
2013
|
Total
|
|
Operating
Leases
|
$72,406
|
$182,696
|
$117,856
|
$7,482
|
$0
|
$380,440
|
Currently
we are dependent on our cash reserves to fund operations. We have the option
available to use accounts receivable financing through a bank. We
recorded net income for the nine months ended March 31, 2009 of approximately
$39,000 compared to net income of $754,000 for the prior year
period. Considering the erosion of revenue due to current market
conditions, without an infusion of capital, the Company is at risk of being
unable to generate sufficient liquidity to meet its obligations. The
Company will utilize its bank financing agreement, should the need arise, to
meet its liquidity needs. Further corporate consolidations or
sustained market deterioration affecting our customers could impair our ability
to generate such revenues. No assurance may be given that we will be
able to maintain the revenue base or the profitable operations that may be
necessary to achieve our liquidity needs.
EBITDA,
as defined below, was $147,000 for the nine months ended March 31, 2009 compared
to EBITDA of $858,000 for the nine months ended March 31, 2008. The
decrease in EBITDA during the nine months ended March 31, 2009 compared to the
nine-month period in the prior year was due to reduced revenues, as discussed
above, and increased operating expenses mainly in technical operations and sales
and marketing.
The table
below shows the reconciliation from net income to EBITDA (in
thousands);
|
|
|
Nine
Months
|
|
|
|
|
Ended
March 31,
|
|
|
|
|
2009
|
|
|
2008
|
|
|
Reconciliation
to EBITDA:
|
|
|
|
|
|
|
|
Net
Income
|
|
$
|
39
|
|
|
$
|
754
|
|
|
Stock-Based
Compensation
|
|
|
35
|
|
|
|
3
|
|
|
Depreciation
and Amortization
|
|
|
88
|
|
|
|
59
|
|
|
Interest/Other
Expenses, net
|
|
|
(29
|
)
|
|
|
37
|
|
|
Income
Taxes, net
|
|
|
14
|
|
|
|
5
|
|
|
EBITDA
|
|
$
|
147
|
|
|
$
|
858
|
|
EBITDA
consists of earnings before stock-based compensation, interest expense, interest
and other income, unrealized and realized gains (losses) in marketable
securities, 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 U.S. generally accepted accounting principles. EBITDA
excludes components that are significant in understanding and assessing our
results of operations and cash flows. In addition, EBITDA is not a
term defined by U.S. generally accepted accounting principles, and as a result,
our measure of EBITDA might not be comparable to similarly titled measures used
by other companies.
However,
we believe that EBITDA is relevant and useful information, which is often
reported and widely used by analysts, investors and other interested parties in
our industry. Accordingly, we are disclosing this information to
permit a more comprehensive analysis of our operating performance, as an
additional meaningful measure of performance and liquidity, and to provide
additional information with respect to our ability to meet future debt service,
capital expenditure and working capital requirements. See the
condensed financial statements and notes thereto contained elsewhere in this
report for more detailed information.
Item
3.
Quantitative and Qualitative
Disclosures About Market Risk
Not applicable to smaller reporting
companies.
Item
4.
CONTROLS AND
PROCEDURES
The
Company’s Chief Executive Officer and Principal Accounting Officer have
concluded, based on their evaluation as of the end of the period covered by this
report, that the Company’s disclosure controls and procedures (as defined in
Securities Exchange Act Rules 13a-15(e) and 15d-15(e)) are effective to ensure
that information required to be disclosed in the reports that the Company files
or submits under the Securities Exchange Act of 1934 is recorded, processed,
summarized and reported, within the time periods specified in the Securities and
Exchange Commission’s rules and forms. There have been no significant
changes during the last fiscal quarter that have materially affected, or are
reasonably likely to materially affect, the Company’s internal controls over
financial reporting.
|
Part
II.
|
Other
Information
|
|
|
|
|
Item
1.
|
Legal
Proceedings
|
On April
15, 2004, the Company’s former Chairman/CEO and President, both of whom resigned
on February 5, 2004, filed separate demands for arbitration against the Company
related to the terms of their employment agreements. The demands
alleged breaches of the employment agreements and requested payment of
approximately $129,000 to the former employees. On August 8, 2006, an
arbitrator denied the former President’s claim, awarding only a bonus, vacation
pay and certain previously granted options, none of which was in
dispute. On September 26, 2007, a different arbitrator denied all of
the former Chairman/CEO’s claims, and instructed the former Chairman/CEO to pay
Comtex half of the fees charged by the American Arbitration Association
pertaining to the arbitration. The Company had accrued approximately
$61,000 in expenses in previous periods, which were reversed in the first
quarter of fiscal 2008 and recorded as a reduction of general and administrative
expenses.
Risk
factors that may affect future results were discussed in the Company’s 2008
Annual Report on Form 10-KSB. The Company’s evaluation of its risk
factors has not changed materially since June 30, 2008.
|
Item
2.
|
Unregistered
Sales of Equity 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
|
|
|
|
|
|
|
31.1
|
Certification
of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002.
|
|
|
|
|
|
|
31.2
|
Certification
of Principal Financial and Accounting Officer pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002.
|
|
|
|
|
|
|
32.1
|
Certification
of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002.
|
|
|
|
|
|
|
32.2
|
Certification
of Principal Financial and Accounting Officer pursuant to Section 906 of
the Sarbanes-Oxley Act of
2002.
|
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has
duly caused this report to be signed on its behalf by the undersigned thereunto
duly authorized.
|
|
COMTEX NEWS NETWORK, INC.
|
|
|
|
(Registrant)
|
|
|
|
|
|
|
|
May
13, 2009
|
By:
|
/s/ Chip Brian
|
|
|
|
|
Chip
Brian
|
|
|
|
|
President
and Chief Executive Officer
|
|
|
|
|
(Principal
Executive Officer)
|
|
|
|
|
|
|
|
|
|
|
|
|
May
13, 2009
|
By:
|
/s/ Paul Sledz
|
|
|
|
|
Paul
Sledz
|
|
|
|
|
Corporate
Controller & Treasurer
|
|
|
|
|
(Principal
Financial and Accounting
Officer)
|
14