-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, A6Z1AjwFUcwx4MHc5DsrAU1n+URhi/qO07F/7tpdv25O+IitWXzRTLjSdeUDWELV mvfqQNnj8EsllFkOmbZ67g== 0000943374-06-000305.txt : 20060215 0000943374-06-000305.hdr.sgml : 20060215 20060215152327 ACCESSION NUMBER: 0000943374-06-000305 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060214 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060215 DATE AS OF CHANGE: 20060215 FILER: COMPANY DATA: COMPANY CONFORMED NAME: COMTEX NEWS NETWORK INC CENTRAL INDEX KEY: 0000352988 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MISCELLANEOUS BUSINESS SERVICES [7380] IRS NUMBER: 133055012 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-10541 FILM NUMBER: 06621672 BUSINESS ADDRESS: STREET 1: 625 N. WASHINGTON ST. STREET 2: STE 301 CITY: ALEXANDRIA STATE: VA ZIP: 22314 BUSINESS PHONE: 703-820-2000 MAIL ADDRESS: STREET 1: 625 N. WASHINGTON ST STREET 2: STE 301 CITY: ALEXANDRIA STATE: VA ZIP: 22314 FORMER COMPANY: FORMER CONFORMED NAME: COMTEX SCIENTIFIC CORP DATE OF NAME CHANGE: 19920703 8-K 1 form8k_021506.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 14, 2006 ----------------- COMTEX NEWS NETWORK, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 0-10541 13-3055012 - ----------------------------- --------------------- ------------------- (State or Other Jurisdiction) (Commission File No.) (I.R.S. Employer of Incorporation) Identification No.) 625 N. Washington Street, Suite 301, Alexandria, Virginia 22314 - ---------------------------------------------------------- ---------- (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code: (703) 820-2000 -------------- Not Applicable -------------- (Former Name or Former Address, if Changed Since Last Report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Item 2.02 Results of Operations and Financial Condition --------------------------------------------- On February 14, 2006, Comtex News Network, Inc, issued a press release reporting its financial results for the quarter and six months ended December 31, 2005. A copy of the press release is attached as Exhibit 99.1 to this report and is being furnished to the SEC and shall not be deemed filed for any purpose. Item 9.01. Financial Statements and Exhibits --------------------------------- (a) Financial Statements of Businesses Acquired. Not applicable (b) Pro Forma Financial Information. Not Applicable (c) Exhibits. Exhibit No. Description ----------- ----------- 99.1 Press release dated February 14, 2006 issued by Comtex News Network, Inc. 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, hereunto duly authorized. COMTEX NEWS NETWORK, INC. DATE: February 14, 2006 By: /s/ C.W. Gilluly -------------------------------------------- C.W. Gilluly, Ed.D. Chairman and Interim Chief Executive Officer EXHIBIT INDEX Exhibit Description - ------- ----------- 99.1 Press release dated February 14, 2006 issued by Comtex News Network, Inc. EX-99.1 2 form8k_ex991-021506.txt COMTEX News Network Inc. Release: IMMEDIATE For: Comtex News Network (Symbol: CMTX) Contact: Amber Gordon agordon@comtex.com 703-797-8011 COMTEX REPORTS 2ND QUARTER FISCAL 2006 FINANCIAL RESULTS ALEXANDRIA, VA, February 14, 2006- Comtex News Network, Inc. (OTC BB: CMTX), a leading provider of economically useful electronic real-time news, content and market alerts, today announced financial results for the quarter and six months ended December 31, 2005. Comtex reported approximately $1.9 million in revenue for the second quarter of fiscal 2006 compared to $2.1 million in revenue for second quarter fiscal 2005. For the six months ended December 31, 2005, Comtex reported revenue of $3.9 million compared to $4.1 million for the comparative period of the previous year. The decreases in revenue are primarily the result of business consolidations among clients. For the three and six month periods ended December 31, 2005, Comtex reported operating losses of ($162,000) and ($58,000), respectively, versus operating income of $159,000 and $291,000 for the three and six months ended December 31, 2004. Comtex reported a net loss of ($184,000), or ($0.01) per share, for second quarter fiscal 2006, versus net income of $119,000, or $0.01 per share, for second quarter fiscal 2005. For the six months ended December 31, 2005 and 2004, respectively, Comtex reported a net loss of ($121,000), or ($0.01) per share, and net income of $216,000, or $0.02 per share. The operating and net losses reported by Comtex for the three and six month periods ended December 31, 2005 primarily result from the effects of reporting stock-based compensation in accordance with Statement of Financial Accounting Standard No. 123R of a charge of approximately $321,000 and $438,000 respectively, which requires the issuance of stock options be accounted for using specific new regulations. Comtex adopted this standard on its effective date, July 1, 2005. In addition to the impact of SFAS No. 123R, Comtex has also experienced decreases in gross profit margins. For the six month periods ended December 31, 2005 and 2004, EBITDA (as defined and explained in the accompanying note to the table below) decreased to $561,000 from $648,000. This change is reflective of increased stock-based compensation charges, decreased gross profit margins, and decreased depreciation and amortization, as described above. "Comtex continues to work to optimize our financial results while providing superior, targeted news and financial data products to our clients," said Chip Brian, Comtex's President and COO. "Besides our focus on new product development, we're quite pleased that our 2005 statistical analysis of Comtex's More... Comtex Announces 2nd Quarter Financial Results Page 2 February 14, 2006 technical performance showed a near-perfect score of 99.8% reliability and a per-story throughput speed of less than one second. These high performance metrics substantiate our dedication to exceeding our customers' requirements and expectations." About Comtex Comtex (www.comtex.com) provides real-time news, SmarTrendSM Alerts and economically useful information to businesses whose customers need more than just facts. Comtex customers receive select content from key sources which is further enhanced with stock tickers and an extended lexicon of relevant terms. With a specialization in the financial news and content marketplace, Comtex receives, enhances, combines and filters news and content received from national and international news bureaus, agencies and publications, and distributes more than one million total stories per day. Comtex's state-of-the-art technology delivers this relevant content and reliable service in real-time. Comtex (OTC BB: CMTX) has offices in New York City and Alexandria, Virginia. SmarTrendSM and CSTASM are service marks of Comtex News Network, Inc. Please Note: Except for the historical information contained herein, this press release contains forward-looking statements within the meaning of Section 21E of the Securities and Exchange Act of 1934, as amended, that involve a number of risks and uncertainties. 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. These statements involve risks and uncertainties that could cause actual results to differ materially from those contemplated herein, including the occurrence of unanticipated events or circumstances relating to the fact that Comtex is in a highly competitive industry subject to rapid technological, product and price changes. Other factors include the possibility that demand for the Company's products may not occur or continue at sufficient levels, changing global economic and competitive conditions, technological risks and other risks and uncertainties, including those detailed in the Company's filings with the Securities and Exchange Commission. Comtex undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. FINANCIAL TABLE FOLLOWS More... Comtex Announces 2nd Quarter Financial Results Page 3 February 14, 2006 Comtex News Network, Inc. Selected Financial Data (unaudited) (amounts in thousands, except per share amounts)
Three Months Ended Six Months Ended December 31 December 31 ----------------------------------- ------------------------------------ 2005 2004 2005 2004 ---- ---- ---- ---- Revenues $ 1,933 $ 2,086 $ 3,929 $ 4,072 Operating (Loss) / Income (162) 159 (58) 291 Net Income (Loss) $ (184) $ 119 $ (121) $ 216 ----------------------------------- ------------------------------------ Net Earnings (Loss) Per Share Basic $ (0.01) $ 0.01 $ (0.01) $ 0.02 ----------------------------------- ------------------------------------ Diluted $ (0.01) $ 0.01 $ (0.01) $ 0.01 ----------------------------------- ------------------------------------ Weighted Avg. # Shares: Basic 13,700 13,600 13,650 13,600 ----------------------------------- ------------------------------------ Diluted 13,700 14,645 13,650 14,645 ----------------------------------- ------------------------------------ Reconciliation to EBITDA: Net Income (Loss) $ (184) $ 119 $ (121) $ 216 Stock-based compensation 321 - 438 - Depreciation & Amortization 75 178 181 357 Interest/Other Expense 22 40 47 75 Income Taxes - - 16 - ---------------------------------- ------------------------------------ EBITDA $ 234 $ 337 $ 561 $ 648
Please Note: EBITDA consists of earnings before interest and other expense, interest and other income, income taxes, stock-based compensation, depreciation and amortization and impairment charges. EBITDA is not a term defined by 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. # # # -----END PRIVACY-ENHANCED MESSAGE-----