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, 2002 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 800
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 12, 2002, 13,140,893 shares of the Common Stock of
the registrant were outstanding.
COMTEX NEWS NETWORK, INC.
TABLE OF CONTENTS
Part I Financial Information: Page No.
Item 1. Consolidated Financial Statements
Consolidated Balance Sheets 3
as of September 30, 2002 (unaudited)
and June 30, 2002
Consolidated Statements of Operations 4
for the Three Months Ended
September 30, 2002 and 2001 (unaudited)
Consolidated Statements of Cash Flows 5
for the Three Months Ended
September 30, 2002 and 2001 (unaudited)
Notes to Consolidated 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 13
Item 4. Controls and Procedures 13
Part II Other Information:
Item 1. Legal Proceedings 13
Item 2. Changes in Securities and Use of Proceeds 14
Item 3. Defaults Upon Senior Securities 14
Item 4. Submission of Matters to a Vote of
Security Holders 14
Item 5. Other Information 14
Item 6. Exhibits and Reports on Form 8-K 14
SIGNATURES 15
Certifications of Chief Executive Officer
and Chief Financial Officer 16
COMTEX NEWS NETWORK, INC.
CONSOLIDATED BALANCE SHEETS
SEPTEMBER 30, 2002 and JUNE 30, 2002
(unaudited)
September 30, June 30,
2002 2002
----------------- -----------------
ASSETS
CURRENT ASSETS
Cash and Cash Equivalents $ 679,966 $ 860,548
Accounts Receivable, Net of Allowance of approximately 935,172 1,071,717
$300,000 at September 30, 2002 and June 30, 2002
Prepaid Expenses and Other Current Assets 113,479 141,673
----------------- ----------------
TOTAL CURRENT ASSETS 1,728,617 2,073,938
PROPERTY AND EQUIPMENT, NET 3,309,115 3,445,026
DEPOSITS AND OTHER ASSETS 88,277 80,747
----------------- ----------------
TOTAL ASSETS $ 5,126,009 $ 5,599,711
================= =================
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts Payable and Accrued Expenses $ 2,194,812 $ 2,433,982
Deferred Revenue 73,512 102,987
Capital Lease Obligations, Current 46,780 14,492
----------------- ----------------
TOTAL CURRENT LIABILITIES 2,315,104 2,551,461
LONG-TERM LIABILITIES:
Capital Lease Obligations, Long-Term 70,822 33,307
Long-Term Note Payable - Affiliate 908,954 914,954
----------------- ----------------
TOTAL LONG-TERM LIABILITIES 979,776 948,261
----------------- ----------------
TOTAL LIABILITIES 3,294,880 3,499,722
COMMITMENTS AND CONTINGENCIES (Note 4)
STOCKHOLDERS' EQUITY
Common Stock, $0.01 Par Value - 131,409 131,409
Shares Authorized: 18,000,000;
Shares issued and outstanding: 13,140,893
Additional Capital 12,192,973 12,192,973
Accumulated Deficit (10,488,624) (10,221,151)
Foreign Currency Translation Adjustment (4,629) (3,242)
----------------- ----------------
Total Stockholders' Equity 1,831,129 2,099,989
----------------- ----------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 5,126,009 $ 5,599,711
================= =================
The accompanying "Notes to Consolidated Financial Statements"
are an integral part of these consolidated financial statements.
COMTEX NEWS NETWORK, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
Three months ended
September 30,
------------------------------------
2002 2001
------------------ ---------------
Revenues $ 2,431,498 $ 3,464,051
Cost of Revenues 871,556 1,078,199
------------------ ---------------
Gross Profit 1,559,942 2,385,852
Operating Expenses
Technical Operations & Support 496,748 613,057
Product Development 59,653 118,456
Sales and Marketing 281,259 389,398
General and Administrative 660,527 961,879
Stock-based Compensation - 6,678
Depreciation and Amortization 303,985 206,476
------------------ ---------------
Total Operating Expenses 1,802,172 2,295,944
Operating Income (242,230) 89,908
Other(Expense)/Income
Interest Expense (25,430) (23,699)
Interest Income/Other 612 3,613
------------------ ---------------
Other(Expense)/Income, net (24,818) (20,086)
(Loss)/Income Before Income Taxes (267,048) 69,822
Income Taxes 425 425
------------------ ----------------
Net (Loss)/Income $ (267,473) $ 69,397
================== ================
Basic Earnings Per Common Share ($0.02) $0.01
================== ================
Weigted Average Number of Common Shares 13,140,893 10,198,846
================== ================
Diluted Earnings Per Common Share ($0.02) $0.01
================== ================
Weighted Average Number of Shares Assuming Dilution 13,140,893 12,994,747
================== ================
The accompanying "Notes to Consolidated Financial Statements"
are an integral part of these consolidated financial statements.
COMTEX NEWS NETWORK, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
Three Months Ended
September 30,
-------------------------------
2002 2001
------------- ------------
Cash Flows from Operating Activities:
Net (Loss)/Income $ (267,473) $ 69,397
Adjustments to reconcile net (loss)/income to net cash
(used in)/provided by operating activities:
Depreciation and Amortization Expense 303,985 206,476
Bad Debt Expense 21,000 184,054
Stock Based Compensation - 6,678
Changes in Assets and Liabilities:
Accounts Receivable 115,545 (232,414)
Prepaid Expenses and Other Current Assets 26,840 73,633
Deposits and Other Assets (7,530) 9,315
Accounts Payable and Accrued Expenses (239,053) (158,122)
Deferred Revenue (29,475) 5,781
------------- -------------
Net Cash (used in)/provided by Operating Activities (76,161) 164,798
Cash Flows from Investing Activities:
Purchases of Property and Equipment (92,251) (194,208)
------------- -------------
Net Cash used in Investing Activities (92,251) (194,208)
Cash Flows from Financing Activities:
Repayments on Note Payable - Affiliate (6,000) (9,000)
Repayments - Capital Lease Obligations (6,183) -
Proceeds from Exercise of Stock Options - 42,263
------------- -------------
Net Cash (used in)/provided by Financing Activities (12,183) 33,263
------------- -------------
Effect of Exchange Rate Changes on Cash 13 -
Net (Decrease)/Increase in Cash and Cash Equivalents (180,582) 3,853
Cash and Cash Equivalents at Beginning of Period 860,548 367,493
------------- -------------
Cash and Cash Equivalents at End of Period $ 679,966 $ 371,346
============= =============
The accompanying "Notes to Consolidated Financial Statements"
are an integral part of these consolidated financial statements.
COMTEX NEWS NETWORK, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
September 30, 2002
1. Basis of Presentation
The accompanying interim consolidated financial statements
of COMTEX News Network, Inc. (the "Company" or "COMTEX") and its
wholly owned subsidiary, nFactory COMTEX, S.L., 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, 2002
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, 2002
("2002 Form 10-K"), filed with the Securities and Exchange
Commission on September 30, 2002.
In June 2001, the Financial Accounting Standards Board issued
Statements of Financial Accounting Standards No. 141, Business
Combinations, and No. 142, Goodwill and Other Intangible
Assets, effective for fiscal years beginning after December
15, 2001. Under the new rules, goodwill and intangible assets
deemed to have indefinite lives are no longer amortized but
are subject to annual impairment tests in accordance with the
Statements. Other intangible assets continue to be amortized
over their useful lives.
The Company applied the new rules on accounting for goodwill
and other intangible assets beginning in the first quarter of
fiscal 2003. Application of the non-amortization provisions of
the Statement did not result in a material change in net
income.
The Company has designated the Euro as the functional currency of
its wholly owned subsidiary in Spain. Accordingly, assets and
liabilities are translated from the Euro into U.S. dollars at the
end of period exchange rate, and revenues and expenses are
translated at average monthly exchange rates. Foreign currency
translation gains and losses are recorded in stockholders' equity
and reflected as a component of other comprehensive income or
loss. Total comprehensive loss for the three months ended
September 30, 2002 and 2001 was approximately $272,000 and
$69,000, respectively.
For the quarter ended September 30, 2002, nFactory COMTEX, S.L.,
the Company's wholly owned subsidiary in Madrid, Spain, incurred
expenses of approximately $63,000 with minimal revenue generated.
Due to the negative cash flow from these operations and the lack
of sales projected from the European market, the Company has
decided to terminate the operations of nFactory COMTEX by the end
of this calendar year. The Company has begun the transition of
customer accounts to the U.S. account representatives.
Management expects this shutdown to have a positive impact on
earnings in the future. The subsidiary will remain incorporated
for future operations should market opportunities warrant. The
financial statements included with this quarterly report present
the consolidated financial results of COMTEX and its subsidiary.
Certain amounts for the three months ended September 30,
2001, and as of June 30, 2002, have been reclassified to conform
to the presentation as of, and for, the three months ended
September 30, 2002.
2. Earnings per Share
The following table sets forth the computation of basic and
diluted earnings per share:
Three Months Ended
September 30,
2002 2001
--------------- ---------------
Numerator:
Net (Loss)/ Income $ (267,473) $ 69,397
=============== ===============
Denominator:
Denominator for basic earnings per share -
weighted average shares 13,140,893 10,198,846
Effect of dilutive securities:
Stock Options - 2,795,901
--------------- ---------------
Denominator for diluted earnings per share 13,140,893 12,994,747
Basic Earnings Per Share $ (0.02) $ 0.01
Diluted Earnings Per Share $ (0.02) $ 0.01
Basic and diluted earnings per share results for all periods
presented were computed based on the net loss or net income for
the respective periods. The weighted average number of common
shares outstanding during the period was used in the calculation
of basic earnings per share for the three months ended September
30, 2002. For the three months ended September 30, 2001, this
number of shares was increased by the effects of dilutive stock
options based on the treasury stock method in the calculation of
diluted earnings per share. The diluted loss per share for the
three months ended September 30, 2002 was computed in the same
manner as the basic loss per share, since adjustments related to
the effects of stock options would have been antidilutive.
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
On July 17, 2001, the Company filed a breach of contract action
in the United States District Court for the Eastern District of
Virginia against Infospace, Inc., a former customer, for payments
owed under contracts with the defendant corporation. The suit is
captioned Comtex News Network, Inc. v. Infospace, Inc. Case
Number CV01-1108-A. On August 13, 2001, Infospace filed an
Answer and Counterclaim alleging that COMTEX breached its
agreement and sought damages for lost business and loss of
reputation and good will.
On March 11, 2002, the Court rendered a directed verdict in
favor of Infospace on the breach of contract claim and Infospace
withdrew the counterclaim without prejudice. Infospace also
filed a petition with the Court for reimbursement of attorneys'
fees and costs.
On April 9, 2002, COMTEX filed a Notice of Appeal to reverse
the lower court decision. The case is now fully briefed before
the United States Court of Appeals for the Fourth Circuit and a
ruling is expected sometime in early 2003.
While the appeal was pending, on August 13, 2002 the Court issued
an order awarding attorneys' fees of approximately $393,000 to
Infospace, with costs still to be determined. If COMTEX prevails
on the appeal, the award of attorneys' fees would likely be
reversed. Infospace also has petitioned the Court to require the
Company to reimburse Infospace for approximately $201,000 in
costs. This petition is still pending before the Court. The
Company recorded an accrual at June 30, 2002, to provide for the
estimated exposure upon resolution of this matter.
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
Company's financial condition.
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 consolidated
financial statements and the related notes included elsewhere in
this Form 10-Q and the consolidated 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-K for the year ended June 30, 2002 filed
with the Securities and Exchange Commission on September 30,
2002. Historical results and percentage relationships among any
amounts in the Consolidated Financial Statements are not expected
to be 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. In particular, the risks and
uncertainties include those described in our annual report on
Form 10-K for the year ended June 30, 2002 and in other periodic
Securities and Exchange Commission filings. These risks and
uncertainties include, among other things, the following:
O the growth of the Internet news market;
O the effects of competition;
O our ability to maintain our name recognition;
O the financial stability of our customers;
O our ability to manage growth of our operations, both
domestically and internationally;
O our ability to maintain a secure and reliable news-
delivery network;
O our ability to maintain relationships with key content
providers;
O our ability to attract and retain key personnel;
O the volatility of our Common Stock price;
O acquisitions involving us, which may disrupt the
business and be dilutive to our existing stockholders;
O our ability to successfully market our services to
current and new customers;
O our ability to reduce operating expenses;
O our ability to manage and grow our business in markets
impacted by terrorist activities.
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
Comparison of the three months ended September 30, 2002 to the
three months ended September 30, 2001
During the three months ended September 30, 2002 we incurred
an operating loss of approximately $242,000, compared to
operating income of approximately $90,000 during the three months
ended September 30, 2001. We reported a net loss of
approximately $267,000 during the three months ended September
30, 2002, compared to net income of approximately $69,000 for the
three months ended September 30, 2001. As discussed below, the
decline in operating income and net income is due primarily to a
decrease in gross revenues and due partially to a decrease in
gross profit margins. The decline was partially offset by a
decrease in total operating expenses.
Revenues consist primarily of royalty revenues and fees from
the licensing of content products to information distributors.
During the three months ended September 30, 2002, total revenues
were approximately $2,431,000, or approximately $1,033,000 (30%)
less than the total revenues for the three months ended September
30, 2001. The decline in revenues is the direct result of
business shutdowns and consolidation among clients, primarily in
the Internet and personal investor markets.
Our cost of revenues consists primarily of content license
fees and royalties to information providers, as well as data
communication costs for the delivery of our products to
customers. The cost of revenues for the three months ended
September 30, 2002 was approximately $872,000, or approximately
$207,000 (19%) less than the cost of revenues for the three
months ended September 30, 2001. The decrease in cost is
primarily due to the decrease in content royalties based on
decreased revenues for the period. The decrease in content
royalties is limited by fees required to be paid to certain
information providers and, therefore, does not directly track the
decrease in revenues.
The gross profit for the three months ended September 30,
2002 was approximately $1,560,000, or approximately $826,000
(35%) less than the gross profit for the same period in the prior
year. The gross profit as a percentage of revenue declined for
the three months ended September 30, 2002 to approximately 64%
from approximately 69% for the three months ended September 30,
2001. The decline is based on the decrease in revenues without a
corresponding decrease in content royalties as discussed above.
Total operating expenses for the three months ended September 30,
2002 were approximately $1,802,000, representing an approximately
$494,000 (22%) decrease in operating expenses over the three
months ended September 30, 2001. The decrease in operating
expenses reflects reductions in technical operations and support,
product development, sales and marketing and general and
administrative expenses. The decrease in operating expenses was
partially offset by an increase in depreciation and amortization
expense.
Technical operations and support expenses during the three
months ended September 30, 2002 decreased approximately $116,000
(19%) from these expenses in the three months ended September 30,
2001. The decrease in expense resulted primarily from a decrease
in personnel, as well as decreased computer support costs and
consulting expenses.
Product development expenses decreased by approximately
$59,000 (50%) for the three months ended September 30, 2002
compared to the three months ended September 30, 2001. This
decrease is the result of fewer personnel in this department.
Product development activities include quality assurance,
enhancements to our products and the development of proprietary
news products.
Sales and marketing expenses decreased by approximately
$108,000 (28%) for the three months ended September 30, 2002
compared to the three months ended September 30, 2001. This
decrease is the result of a decrease of personnel, decreased
commission expense as a direct correlation to the decrease in
revenues and decreased promotional expenses compared to the same
quarter in the previous year.
General and administrative expenses for the three months
ended September 30, 2002 were approximately $301,000 (31%) less
than these expenses during the three months ended September 30,
2001. The decrease is the result of reductions in consulting
costs related to business development opportunities and a
reduction in bad debt expense due to more successful collection
efforts and reduced revenues.
In connection with the transfer of stock options from the
Chairman of the Board of Directors to certain employees, we
recorded stock-based compensation of approximately $7,000 for the
three months ended September 30, 2001. There were no transfers or
related compensation during the three months ended September 30,
2002.
Depreciation and amortization expense for the three months ended
September 30, 2002 was approximately $98,000 (47%) higher than
the expense during the same period in the prior year. The
increase was due primarily to a one-time credit taken in the
three months ended September 30, 2001 for a renegotiated software
license and due partially to the increased capital expenditures
related to increasing the capacity and redundancy of the
production systems.
Other income for the three months ended September 30, 2002
decreased approximately $5,000, or 24%, compared to the three
months ended September 30, 2001 due to reduced interest earned on
decreased cash balances and interest expense on capital leases.
FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES
For the three months ended September 30, 2002, we incurred
an operating loss of approximately $242,000 and a net loss of
approximately $267,000. At September 30, 2002, we had a working
capital deficit of approximately $586,000, as compared with a
working capital deficit of approximately $478,000 at June 30,
2002. The decrease in working capital was due to the use of cash
for capital expenditures and contributions to our subsidiary, as
discussed below. We had net stockholders' equity of
approximately $1,831,000 at September 30, 2002, as compared to
net stockholders' equity at June 30, 2002 of approximately
$2,100,000. The decrease in stockholders' equity was due to the
net loss incurred during the quarter ended September 30, 2002.
For the three months ended September 30, 2002, operating
activities utilized approximately $76,000 in cash. We had cash
of approximately $680,000 at September 30, 2002, compared to
approximately $861,000 at June 30, 2002.
We made capital expenditures of approximately $92,000 in the
three months ended September 30, 2002, primarily for software
licensing and the development of software for internal use. These
investments improve our product capabilities, reliability and our
ability to meet future content and client processing
requirements.
In September 2002, we obtained a two-year financing agreement for
$76,000 to purchase software and related maintenance with HP
Financial Services that expires August 2004.
For the quarter ended September 30, 2002, nFactory COMTEX, S.L.,
our wholly owned subsidiary in Madrid, Spain, incurred expenses
of approximately $63,000 with minimal revenue generated. Due to
the negative cash flow from these operations and the lack of
sales projected from the European market, we have decided to
terminate the operations of nFactory COMTEX by the end of this
calendar year. We have begun the transition of customer accounts
to our U.S. account representatives. We expect this shutdown to
have a positive impact on earnings in the future. The subsidiary
will remain incorporated for future operations should market
opportunities warrant. The financial statements included with
this quarterly report present the consolidated financial results
of COMTEX and its subsidiary.
The Company's future contractual obligations and commitments as
of September 30, 2002 are as follows:
Amounts Due by Period:
2008 and
2003 2004 2005 2006 2007 thereafter
------------------------------------------------------------------
Operating Leases $438,937 $490,145 $484,019 $498,540 $513,496 $617,493
Capital Leases 48,051 64,668 24,818 - - -
Note Payable - - - - - 908,954
------------------------------------------------------------------
Total $486,988 $554,813 $508,837 $498,540 $513,496 $1,526,447
Currently we are dependent on our cash reserves to fund
operations; however, assuming stability in the financial and
corporate markets - our primary markets, we believe recent
operating expense reductions and a focus on revenue generation in
both our existing customer base and potential new markets will
generate positive operating cash flows to meet our obligations on
a short-term basis. Our ability to meet our liquidity needs on a
long-term basis depends on our ability to generate sufficient
revenues and cash to cover our current obligations and to pay
down our current and long-term debt obligations. Any further
corporate consolidation or market deterioration affecting our
customers could limit our ability to generate such revenues. No
assurance may be given that we will be able to maintain the
revenue base or the size of profitable operations that may be
necessary to achieve our liquidity needs.
EBITDA, as defined below, decreased approximately 80% to
approximately $62,000 for the three months ended September 30,
2002 compared to $303,000 for the quarter ended September 30,
2001. The decrease is due to the decline in revenues and the
decrease in gross profit margin, offset partially by decreased
operating expenses, excluding stock-based compensation,
depreciation and amortization.
EBITDA consists of earnings before interest expense, interest and
other income, income taxes, stock-based compensation,
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 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 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 audited financial statements and notes
thereto contained elsewhere in this report for more detailed
information.
Item 3.
QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK.
We are exposed to various market risks, including changes in
foreign currency exchange rates. However, our exposure to
currency exchange rate fluctuations has been and is expected to
continue to be modest due to the fact that the operations of our
Spanish subsidiary are almost exclusively conducted in local
currency. Operating results are translated into U.S. dollars
and consolidated for reporting purposes. The impact of currency
exchange rate movements as of September 30, 2002 was not
material. We do not engage in hedging activities.
Item 4.
CONTROLS AND PROCEDURES
The Company's Chief Executive Officer and Chief Financial
Officer have concluded, based on their evaluation within 90 days
prior to the filing date of this report, that the Company's
disclosure controls and procedures (as defined in Securities
Exchange Act Rules 13a-14(c) and 15d-14(c)) 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 in the Company's internal controls or in other factors
that could significantly affect these controls subsequent to the
date of the foregoing evaluation.
Part II. Other Information
Item 1. Legal Proceedings
On July 17, 2001, we filed a breach of contract action in
the United States District Court for the Eastern District of
Virginia against Infospace, Inc., a former customer, for
payments owed under contracts with the defendant
corporation. The suit is captioned Comtex News Network,
Inc. v. Infospace, Inc. Case Number CV01-1108-A. On August
13, 2001, Infospace filed an Answer and Counterclaim
alleging that COMTEX breached its agreement and sought
damages for lost business and loss of reputation and good
will.
On March 11, 2002, the Court rendered a directed verdict in
favor of Infospace on the breach of contract claim and
Infospace withdrew the counterclaim without prejudice.
Infospace also filed a petition with the Court for
reimbursement of attorneys' fees and costs.
On April 9, 2002, we filed a Notice of Appeal to reverse the
lower court decision. The case is now fully briefed before
the United States Court of Appeals for the Fourth Circuit
and we expect a ruling sometime in early 2003.
While the appeal was pending, on August 13, 2002 the Court
issued an order awarding attorneys' fees of approximately
$393,000 to Infospace, with costs still to be determined.
If we prevail on the appeal, the award of attorneys' fees
would likely be reversed. Infospace also has petitioned the
Court to require us to reimburse Infospace for approximately
$201,000 in costs. This petition is still pending before the
Court. We recorded an accrual at June 30, 2002, to provide
for the estimated exposure upon resolution of this matter.
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
None.
(b) Reports on Form 8-K
None.
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)
Dated: November 14, 2002 By: /S/ CHARLES W. TERRY
Charles W. Terry
President and Chief Executive Officer
(Principal Executive Officer)
By: /S/ ROBIN Y. DEAL
Robin Y. Deal
Vice President, Finance & Accounting
(Principal Financial and
Accounting Officer)
CERTIFICATIONS
I, Charles W. Terry, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Comtex
News Network, Inc.;
2. Based on my knowledge, this quarterly report does not
contain any untrue statement of a material fact or omit to state
a material fact necessary to make the statements made, in light
of the circumstances under which such statements were made, not
misleading with respect to the period covered by this quarterly
report;
3. Based on my knowledge, the consolidated financial
statements, and other financial information included in this
quarterly report, fairly present in all material respects the
financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this
quarterly report;
4. The registrant's other certifying officers and I are
responsible for establishing and maintaining disclosure controls
and procedures (as defined in Exchange Act Rules 13a-14 and 15d-
14) for the registrant and have:
a) designed such disclosure controls and procedures to ensure
that material information relating to the registrant, including
its consolidated subsidiaries, is made known to us by others
within those entities, particularly during the period in which
this quarterly report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to the
filing date of this quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on
our evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have
disclosed, based on our most recent evaluation, to the
registrant's auditors and the audit committee of registrant's
board of directors (or persons performing the equivalent
functions):
a) all significant deficiencies in the design or operation of
internal controls which could adversely affect the registrant's
ability to record, process, summarize and report financial data
and have identified for the registrant's auditors any material
weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management
or other employees who have a significant role in the
registrant's internal controls; and
6. The registrant's other certifying officers and I have
indicated in this quarterly report whether there were significant
changes in internal controls or in other factors that could
significantly affect internal controls subsequent to the date of
our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.
Date: November 14, 2002 /S/CHARLES W. TERRY
Charles W. Terry
President and Chief
Executive Officer
I, Robin Y. Deal, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Comtex
News Network, Inc.;
2. Based on my knowledge, this quarterly report does not
contain any untrue statement of a material fact or omit to state
a material fact necessary to make the statements made, in light
of the circumstances under which such statements were made, not
misleading with respect to the period covered by this quarterly
report;
3. Based on my knowledge, the consolidated financial
statements, and other financial information included in this
quarterly report, fairly present in all material respects the
financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this
quarterly report;
4. The registrant's other certifying officers and I are
responsible for establishing and maintaining disclosure controls
and procedures (as defined in Exchange Act Rules 13a-14 and 15d-
14) for the registrant and have:
a) designed such disclosure controls and procedures to ensure
that material information relating to the registrant, including
its consolidated subsidiaries, is made known to us by others
within those entities, particularly during the period in which
this quarterly report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to the
filing date of this quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on
our evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have
disclosed, based on our most recent evaluation, to the
registrant's auditors and the audit committee of registrant's
board of directors (or persons performing the equivalent
functions):
a) all significant deficiencies in the design or operation of
internal controls which could adversely affect the registrant's
ability to record, process, summarize and report financial data
and have identified for the registrant's auditors any material
weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management
or other employees who have a significant role in the
registrant's internal controls; and
6. The registrant's other certifying officers and I have
indicated in this quarterly report whether there were significant
changes in internal controls or in other factors that could
significantly affect internal controls subsequent to the date of
our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.
Date: November 14, 2002 /S/ ROBIN Y. DEAL
Robin Y. Deal
Vice President, Finance & Accounting
CERTIFICATION OF CHIEF EXECUTIVE OFFICER
PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
The undersigned, Charles W. Terry, the President and Chief
Executive Officer of Comtex News Network, Inc. (the "Company"),
has executed this certification in connection with the filing
with the Securities and Exchange Commission of the Company's
Quarterly Report on Form 10-Q for the period ending September 30,
2002 (the "Report"). The undersigned hereby certifies that:
(1) the Report fully complies with the requirements of Section
13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) the information contained in the Report fairly presents, in
all material respects, the financial condition and results of
operations of the Company.
Date: November 14, 2002 /S/ CHARLES W. TERRY
Charles W. Terry
President and Chief
Executive Officer
CERTIFICATION OF CHIEF FINANCIAL OFFICER
PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
The undersigned, Robin Y. Deal, the Vice President, Finance and
Accounting of Comtex News Network, Inc. (the "Company"), has
executed this certification in connection with the filing with
the Securities and Exchange Commission of the Company's Quarterly
Report on Form 10-Q for the period ending September 30, 2002 (the
"Report"). The undersigned hereby certifies that:
(1) the Report fully complies with the requirements of Section
13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) the information contained in the Report fairly presents, in
all material respects, the financial condition and results of
operations of the Company.
Date: November 14, 2002 /S/ ROBIN Y. DEAL
Robin Y. Deal
Vice President, Finance & Accounting