-----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, Me1KVbYoLXstPfHV6PDdVliIEN7mjggnzs7Lm5LeYLhKrO4sQFEjoIkiz02ZzyYu mWuBQocxib97eqoqwTvwuQ== 0000950117-03-004056.txt : 20030912 0000950117-03-004056.hdr.sgml : 20030912 20030912131733 ACCESSION NUMBER: 0000950117-03-004056 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20030912 ITEM INFORMATION: Financial statements and exhibits ITEM INFORMATION: Regulation FD Disclosure FILED AS OF DATE: 20030912 FILER: COMPANY DATA: COMPANY CONFORMED NAME: COVISTA COMMUNICATIONS INC CENTRAL INDEX KEY: 0000034497 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE COMMUNICATIONS (NO RADIO TELEPHONE) [4813] IRS NUMBER: 221656895 STATE OF INCORPORATION: NJ FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 333-82620 FILM NUMBER: 03893409 BUSINESS ADDRESS: STREET 1: 150 CLOVE RD CITY: LITTLE FALLS STATE: NJ ZIP: 07424 BUSINESS PHONE: 9738121100 MAIL ADDRESS: STREET 1: 150 CLOVE ROAD CITY: LITTLE FALLS STATE: NJ ZIP: 07424 FORMER COMPANY: FORMER CONFORMED NAME: TOTAL TEL USA COMMUNICATIONS INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: FARADYNE ELECTRONICS CORP DATE OF NAME CHANGE: 19920223 8-K 1 a36155.txt COVISTA COMMUNICATIONS, INC. 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): September 12, 2003 - -------------------------------------------------------------------------------- Covista Communications, Inc. - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) New Jersey 0-2180 22-1656895 - -------------------------------------------------------------------------------- (State or other Jurisdiction (Commission (I.R.S. Employer of Incorporation or Organization) File Number) Identification No.) 721 Broad Street, Chattanooga, TN 37402 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) (423) 648-9700 - -------------------------------------------------------------------------------- Registrant's telephone number, including area code ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. (c) Exhibits As described in Item 9 of this Report, the following Exhibit is furnished as part of this Current Report on Form 8-K: 99.1 Press Release of Covista Communications dated September 12, 2003. Item 9. REGULATION FD DISCLOSURE On September 12, 2003 Covista Communications, Inc. (the "Company") issued a press release disclosing financial results for the three months and six months ended July 31, 2003. A copy of this press release is being furnished as Exhibit 99.1 to this Current Report on Form 8-K. The Company pursuant to Item 12 of Form 8-K is furnishing this Current Report on Form 8-K and the press release attached hereto, insofar as they disclose historical information regarding the Company's results of operations for the three months and six months ended July 31, 2003. In accordance with General Instruction B.6 of Form 8-K, the information in this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing. The annexed press release supplements the Company's disclosure of its net revenues for the three months and six months ended July 31, 2003. SIGNATURE 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. Covista Communications, Inc. By: /s/ Thomas Gunning ---------------------------------- Name: Thomas Gunning Title: Secretary/Treasurer Date: September 12, 2003 EX-99 3 ex99-1.txt EXHIBIT 99.1 NEWS RELEASE Contact: Thomas Gunning Secretary/Treasurer Covista Communications, Inc. Tel: 201-599-6464 Fax: 201-599-8343 E-mail: tgunning@covista.com -------------------- For Immediate Release COVISTA COMMUNICATIONS, INC. ANNOUNCES OPERATING RESULTS FOR QUARTER AND SIX MONTHS ENDED JULY 31, 2003 CHATTANOOGA, TN - September 12, 2003 - Covista Communications, Inc. (NASDAQ symbol: CVST) today announced operating results for the three-month and six-month periods ended July 31, 2003. For the three months ended July 2003, the Company reported a loss of $885,000 or $0.05 a share on sales of $21,457,000 as compared with a loss of $3,217,000 or $0.25 per share on sales of $25,681,000 for the prior year's fiscal period. The Company reported a loss of $1,663,000 or $0.09 per share on revenues of $44,727,000 for the six months ended July 31, 2003, as compared with a loss of $6,081,000 or $0.48 per share on revenues of $50,229,000 for the comparable period in the prior fiscal year. John Leach, President and Chief Executive Officer of Covista, pointed out that non-cash charges of $4,137,000 represented $0.23 per share and consisted primarily of depreciation and amortization. "We have experienced a dramatic improvement in our gross margins due primarily to improved network efficiencies. Most importantly, the Company increased net cash flow from operating activity by over $5 million versus the comparative six month period from the prior year" said Mr. Leach. Mr. Leach went on to say "as I reported in our last press release, Covista has been testing our local product this past summer. The testing has now been successfully completed and we plan to actively market our local product to our 225,000 existing customers, as well as new customers, in our third fiscal quarter." Mr. Leach concluded, "we have made significant strides in our operations, developing a local product while maintaining positive cash flow from operations for our third consecutive quarter. I am confident that we will sustain this pattern and return to profitability in the near future." About Covista: Covista is a facilities-based telecommunications service provider with a substantial customer base in the residential, commercial and wholesale market segments. Its products and services include a broad range of voice, data and Internet solutions, including local, long distance and toll-free services, calling cards, Internet access, directory assistance and teleconferencing services. Covista currently owns and operates switches in New York City, Philadelphia, Dallas, Chattanooga and Minneapolis. Covista operates Network Operations, call center and information technology facilities in Chattanooga to monitor its switched network and to coordinate its various services. For information on becoming a Covista customer, please telephone 800-805-1000 or visit the Company's website at www.covista.com. The following is a consolidated summary of operations (unaudited) for the quarter and six months ended July 31, 2003 and 2002:
Three-Months Ended July 31 Six-Months Ended July 31 2003 2002 2003 2002 -------------------------------------------------------------------------- Revenues $21,457,000 $25,681,000 $44,727,000 $50,229,000 Cost and expense 22,251,000 29,422,000 46,223,000 56,637,000 Operating (loss) (794,000) (3,741,000) (1,496,000) (6,408,000) Other (expense) income (91,000) 524,000 (167,000) 327,000 Net earning (loss) (885,000) (3,217,000) (1,663,000) (6,081,000) Comprehensive (loss) $(885,000) $(3,217,000) $(1,663,000) $(6,081,000) -------------------------------------------------------------------------- Basic loss per common share $(0.05) $(0.25) $(0.09) $(0.48) Diluted earnings (loss) per common share $(0.05) $(0.25) $(0.09) $(0.48) Average number of common shares Basic 17,783,092 12,670,805 17,783,092 12,568,524 Diluted 17,783,092 12,670,805 17,783,092 12,568,524
Information relating to forward-looking statements: This press release contains historical and forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Investors are cautioned that forward-looking statements such as statements of the company's plans, objectives, expectations and intentions involve risks and uncertainties. The cautionary statements made in this release should be read as being applicable to all related statements wherever they appear. Statements containing terms such as "believes," "expects," "plans," "projects," "intends," "estimates," "anticipates," or similar terms, are considered to contain uncertainty and are forward-looking statements. The actual results could differ materially from those discussed. Factors that could contribute to such differences include: changes in market conditions and increased competition from other telecommunications and internet service providers, including wireless providers; government regulations; the volatile and competitive environment for internet telephony; advances in competitive products or technologies that could reduce demand for services; availability of transmission facilities; management of growth; customer concentration and attrition; the ability to successfully integrate acquired companies; the ability to successfully develop and bring new services to market; inaccurate or incomplete assumptions on the part of management; and other risks discussed in the company's SEC filings, including form 10-K and form 10-Q, which can be accessed at the SEC web site at www.sec.gov. Readers of this release should understand that it is not possible to predict or identify all such risk factors. Consequently, this list should not be considered a complete statement of all potential risks or uncertainties. Covista does not assume the obligation to update any forward-looking statement, except as is required by applicable law. # # # -----END PRIVACY-ENHANCED MESSAGE-----