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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED: JUNE 30, 2003
OR
[ ] 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: 0-26071
EDGAR ONLINE, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 06-1447017
STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION IDENTIFICATION NO.)
50 WASHINGTON ST., NORWALK, CT 06854
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
(203) 852-5666
(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
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. [x] Yes [ ] No
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act). [ ] Yes [x] No
Number of shares of common stock outstanding at August 14, 2003: 16,910,447
shares
EDGAR ONLINE, INC.
FORM 10-Q
FOR THE QUARTERS ENDED JUNE 30, 2003 AND 2002
INDEX
Page No.
PART I. FINANCIAL INFORMATION
ITEM 1. Financial Statements
Condensed Consolidated Balance Sheets
June 30, 2003 (unaudited) and December 31, 2002......................................... 3
Condensed Consolidated Statements of Operations
Three and Six Months Ended June 30, 2003 (unaudited) and 2002 (unaudited)............... 4
Condensed Consolidated Statements of Cash Flows
Six Months Ended June 30, 2003 (unaudited) and 2002 (unaudited)......................... 5
Notes to Condensed Consolidated Financial Statements............................................. 6
ITEM 2. Management's Discussion and Analysis of Financial Condition and Results of Operations.... 11
ITEM 3. Quantitative and Qualitative Disclosures About Market Risk............................... 23
ITEM 4. Controls and Procedures ................................................................. 24
PART II. OTHER INFORMATION
ITEM 1. Legal Proceedings........................................................................ 24
ITEM 2. Changes in Securities and Use of Proceeds................................................ 24
ITEM 3. Defaults Upon Senior Securities.......................................................... 24
ITEM 4. Submission of Matters to a Vote of Security Holders...................................... 24
ITEM 5. Other Information........................................................................ 24
ITEM 6. Exhibits and Reports on Form 8-K......................................................... 25
Signatures ...................................................................................... 26
2
PART 1. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS.
EDGAR ONLINE, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
June 30, 2003
(unaudited) December 31, 2002
------------- ----------------
ASSETS
Cash $ 4,179 $ 5,550
Accounts receivable, less allowance of $167 and $224, respectively 1,180 1,562
Other current assets 428 316
-------- --------
Total current assets 5,787 7,428
Property and equipment, net 1,624 1,693
Goodwill 2,189 2,189
Other intangible assets, net 10,300 11,135
Other assets 280 774
-------- --------
Total assets $ 20,180 $ 23,219
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Accounts payable and accrued expenses $ 825 $ 1,271
Deferred revenues 2,109 1,744
Notes payable and accrued interest 1,913 1,949
Capital lease payable, current portion - 7
-------- --------
Total current liabilities 4,847 4,971
Notes payable - 1,878
Long term payables 244 -
-------- --------
Total liabilities 5,091 6,849
Stockholders' equity:
Common stock, $0.01 par value, 30,000,000 shares
authorized, 17,025,776 shares issued and 16,896,682
shares outstanding at June 30, 2003 and 17,003,792
shares issued and outstanding at December 31, 2002 170 170
Preferred stock, $0.01 par value, 1,000,000 shares authorized,
no shares issued or outstanding - -
Additional paid-in capital 58,189 58,177
Accumulated deficit (43,070) (41,977)
Less: Treasury stock, at cost, 129,094 and 0 shares at June 30, 2003
and December 31, 2002, respectively (200) -
-------- --------
Total stockholders' equity 15,089 16,370
-------- --------
Total liabilities and stockholders' equity $ 20,180 $ 23,219
======== ========
See accompanying notes to condensed consolidated financial statements.
3
EDGAR ONLINE, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(IN THOUSANDS, EXCEPT PER SHARE DATA)
(UNAUDITED)
Three Months Ended Six Months Ended
June 30, June 30,
2003 2002 2003 2002
-------- -------- -------- --------
Revenues:
Seat-based subscriptions $ 1,485 $ 1,255 $ 2,908 $ 2,363
Data sales 1,301 1,360 2,493 2,803
Technical services 1,015 1,102 2,035 2,245
Advertising and e-commerce 193 398 394 790
-------- -------- -------- --------
Total revenues 3,994 4,115 7,830 8,201
Cost of revenues 502 695 1,051 1,388
-------- -------- -------- --------
Gross profit 3,492 3,420 6,779 6,813
Operating expenses:
Sales and marketing 560 644 1,096 1,237
Development expenses 403 588 928 1,076
General and administrative 1,857 1,784 3,700 3,585
Restructuring and severance charges -- -- 784 (100)
Depreciation and amortization 625 728 1,287 1,453
-------- -------- -------- --------
3,445 3,744 7,795 7,251
Income/(loss) from operations 47 (324) (1,016) (438)
Interest and other income (expense) (24) (55) (77) (149)
-------- -------- -------- --------
Income/(loss) before cumulative effect
of change in accounting principle 23 (379) (1,093) (587)
Cumulative effect of change in
accounting principle -- -- -- (9,317)
-------- -------- -------- --------
Net income/(loss) $ 23 $ (379) $ (1,093) $ (9,904)
======== ======== ======== ========
Weighted average shares outstanding - basic 16,978 16,956 16,991 16,872
Weighted average shares outstanding - diluted 17,271 16,956 16,991 16,872
Income/(loss) before cumulative effect of
change in accounting principle per share
- basic and diluted $ 0.00 $ (0.02) $ (0.06) $ (0.03)
Cumulative effect of change in accounting
principle per share - basic and diluted -- -- -- $ (0.55)
Net income/(loss) per share - basic and diluted $ 0.00 $ (0.02) $ (0.06) $ (0.59)
See accompanying notes to condensed consolidated financial statements.
4
EDGAR ONLINE, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
(UNAUDITED)
Six Months Ended
June 30,
2003 2002
-------- --------
Cash flows from operating activities:
Net loss $ (1,093) $ (9,904)
Adjustments to reconcile net loss to net cash
provided by operating activities:
Depreciation 435 584
Amortization of intangibles 852 869
Stock compensation expense -- 2
Amortization of financing costs 11 5
Impairment of goodwill -- 9,317
Changes in assets and liabilities:
Accounts receivable 382 179
Other assets, net 165 (40)
Accounts payable and accrued expenses (446) (671)
Deferred revenues 365 524
Accrued interest (25) (24)
Long term payables 244 --
-------- --------
Total adjustments 1,983 10,745
-------- --------
Net cash provided by operating activities 890 841
-------- --------
Cash used in investing activities:
Purchases of property and equipment (366) (169)
-------- --------
Net cash used in investing activities (366) (169)
-------- --------
Cash flows from financing activities:
Proceeds from issuances of common stock and warrants -- 3,402
Proceeds from exercise of stock options 12 44
Principal payments on notes payable (1,900) (2,246)
Loan restructuring costs -- (38)
Principal payments on capital lease obligations (7) (16)
-------- --------
Net cash (used in)/provided by financing activities (1,895) 1,146
-------- --------
Net change in cash and cash equivalents (1,371) 1,818
Cash and cash equivalents at beginning of period 5,550 3,461
-------- --------
Cash and cash equivalents at end of period $ 4,179 $ 5,279
======== ========
Supplemental disclosure of cash flow information:
Cash paid for interest $ 135 $ 221
See accompanying notes to condensed consolidated financial statements.
5
EDGAR ONLINE, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
(1) BASIS OF PRESENTATION
EDGAR Online, Inc. (the "Company") was incorporated in the State of Delaware in
November 1995, launched its EDGAR Online Internet Web site in January 1996 and
went public on June 1, 1999. Its primary business is to provide its customers
with business, financial and competitive information about public companies
through the Securities and Exchange Commission's EDGAR (Electronic Data
Gathering Analysis and Retrieval) filing system on a real-time basis. In
addition to simply providing such information, the Company also enhances the
SEC's raw filings by organizing and processing them into an easily accessible,
searchable and print-friendly format and uses proprietary software to extract
specific information requested by and tailored to its customers. The Company
also provides information and technology solutions to the financial services
industry and public sector.
Although the Company has generated positive cash flows from operating activities
during the six months ended June 30, 2003 and the years ended December 31, 2002
and 2001, the Company has a history of operating losses. The Company has
experienced a reduction in revenues in the six months ended June 30, 2003 as
well as in the year ended December 31, 2002 as compared to the respective
comparable prior periods and, as a result, has taken actions to reduce operating
expenses -- see note 6. The Company believes that its existing capital resources
and cash generated from operations will be sufficient to meet its anticipated
cash requirements for working capital including note repayments and capital
expenditures through June 30, 2004. These financial statements have been
prepared on a basis that the Company will continue as a going concern.
The unaudited interim financial statements of the Company as of June 30, 2003
and for the three and six month periods ended June 30, 2003 and 2002, included
herein have been prepared in accordance with the instructions for Form 10-Q
under the Securities Exchange Act of 1934, as amended, and Article 10 of
Regulation S-X under the Securities Act of 1934, as amended. Certain information
and footnote disclosures normally included in financial statements prepared in
accordance with accounting principles generally accepted in the United States of
America have been condensed or omitted pursuant to such rules and regulations
relating to interim financial statements.
In the opinion of management, the accompanying unaudited interim financial
statements reflect all adjustments, consisting only of normal recurring
adjustments, necessary to present fairly the financial position of the Company
as of June 30, 2003, and the results of its operations for the three and six
month periods ended June 30, 2003 and 2002, and its cash flows for the six month
periods ended June 30, 2003 and 2002. The results for the three and six month
periods ended June 30, 2003 are not necessarily indicative of the expected
results for the full 2003 fiscal year or any future period.
These financial statements should be read in conjunction with the financial
statements and related footnotes included in the Company's Annual Report on Form
10-K for the year ended December 31, 2002, filed with the SEC in March 2003.
The preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements, and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those estimates.
Significant estimates embedded in the condensed consolidated financial
statements for the periods presented concern the allowance for doubtful
accounts, the fair values of goodwill and other intangible assets and the
estimated useful lives of intangible assets.
6
(2) BUSINESS COMBINATIONS
On October 30, 2000, the Company acquired all the outstanding equity of
Financial Insight Systems, Inc. (FIS), pursuant to the terms and conditions of
an agreement and plan of merger the ("FIS Merger") dated October 18, 2000 for
$28,148,575. The purchase price included (1) the issuance of 2,450,000
restricted shares of EDGAR Online common stock valued at $9,579,500, (2) the
payment of $17,765,000 consisting of (i) a cash payment of $11,765,000 and (ii)
a series of two year 7.5% senior subordinated secured promissory notes in the
total principal amount of $6,000,000 (the "FIS Notes") and (3) $804,075 for the
payment of fees and acquisition related expenses. The aggregate purchase price
of $28,148,575 was originally allocated to the purchased assets and liabilities
based on their relative fair market values at the date of acquisition. The
excess purchase price over the estimated fair value of the tangible assets
acquired has been allocated as follows: (1) $9,124,338 to accumulated knowhow
with an estimated useful life of 10 years, (2) $4,044,645 to customer based
intangibles with an estimated useful life of 12 years, (3) $4,194,264 to
accumulated work force with an estimated useful life of 5 years and (4)
$8,796,406 to goodwill with an estimated useful life of 12 years.
On March 21, 2002, the Company concluded negotiations to extend the maturity
date of certain of the FIS Notes. The holders of $5,700,000 in the principal
amount of FIS Notes agreed to amend and restate their notes to provide for the
following schedule of principal payments: $1,900,000 which was made on April 1,
2002, $1,900,000 which was made on April 1, 2003 and $1,900,000 which is payable
on January 2, 2004. Interest will remain at 7.5% and will be payable according
to the original terms of the FIS Notes.
As a result of the adoption of SFAS 142, "Goodwill and Other Intangible Assets",
the Company completed its required impairment review and recorded an impairment
charge of $9,316,884 in the second quarter of 2002. This reflects overall market
declines since the FIS Merger was announced in 2000, and was reflected as a
cumulative effect of change in accounting principle in the condensed
consolidated statement of operations in the six months ended June 30, 2002. See
note 5 for further discussion. The Company has treated this acquisition as a
tax-free reorganization and may be contingently liable for taxes associated with
such an acquisition. In the event the tax-free nature of the transaction is
successfully challenged, there may be a material adverse impact to the Company's
financial position and results of operations. Management does not currently
believe an unfavorable outcome to be probable or the resulting impact to be
estimable. Accordingly, no provision has been made in connection with this
contingency in the consolidated financial statements as of June 30, 2003.
(3) REVENUE RECOGNITION
The Company derives revenues from four primary sources: seat based subscriptions
to its Web site services, contracts with corporate customers for customized
data, sale of its technical services to construct and/or operate the technical
systems its customers use to integrate its data and data from other sources into
their products and services and advertising and other e-commerce based revenues.
Revenue from seat-based subscriptions is recognized ratably over each respective
subscription period, which is typically three or twelve months. Revenue from
data sales is recognized over the term of the contract, which are typically
non-cancelable, one-year contracts with automatic renewal clauses, or, in the
case of certain up-front fees, over the estimated customer relationship period.
Revenue from technical services, consisting primarily of time and materials
based contracts, is recognized in the period services are rendered. Advertising
and e-commerce revenue is recognized as the services are provided.
Revenue is recognized provided acceptance, or delivery if applicable, has
occurred, collection of the resulting receivable is probable and no significant
obligations remain. If amounts are received in advance of the services being
performed, the amounts are recorded and presented as deferred revenues.
7
(4) CONCENTRATION OF RISK AND FINANCIAL INSTRUMENTS
Financial instruments that potentially subject the Company to significant
concentration of credit risk consist primarily of accounts receivable. The most
significant concentration of credit risk relates to NASDAQ, which comprised 5%
and 24% of the Company's total gross receivable balance at June 30, 2003 and
December 31, 2002, respectively. No other customer accounted for more than 10%
of accounts receivable at June 30, 2003 or December 31, 2002. NASDAQ comprised
33% and 34% of the company's total revenue during the six months ended June 30,
2003 and 2002, respectively. The Company's other customers are geographically
dispersed throughout the United States with no one customer accounting for more
than 10% of revenues during the six months ended June 30, 2003 or 2002. In
addition, the Company has not experienced any significant credit losses to date
from any one customer. The fair value of the Company's cash, accounts
receivable, accounts payable and accrued liabilities at June 30, 2003 and
December 31, 2002, approximate their financial statement carrying value because
of the short-term maturity of these instruments. The fair values of the
Company's long-term obligations are based on the amount of future cash flows
associated with the obligations, discounted using an appropriate interest rate.
(5) CUMULATIVE EFFECT OF CHANGE IN ACCOUNTING PRINCIPLE
In July 2001, the FASB issued SFAS No. 141, "Business Combinations," and SFAS
No. 142, "Goodwill and Other Intangible Assets." SFAS No. 141 requires that the
purchase method of accounting be used for all business combinations initiated or
completed after June 30, 2001. SFAS No. 141 also specifies the criteria that
intangible assets acquired in a business combination must meet to be recognized
and reported apart from goodwill. SFAS No. 141 was effective July 1, 2001,
except with regard to business combinations that were initiated prior to that
date, which the Company accounted for using the purchase method of accounting.
SFAS No. 142, which is effective for fiscal years beginning after December 15,
2001, requires that goodwill and intangible assets with indefinite useful lives
no longer be amortized, but instead tested for impairment at least annually.
SFAS No. 142 also requires that intangible assets with definite useful lives be
amortized over their respective estimated useful lives to their estimated
residual values, and reviewed for impairment in accordance with SFAS No. 144,
"Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to
Be Disposed Of" (SFAS No. 144).
The Company adopted SFAS 142 effective January 1, 2002. The adoption of this
accounting standard required that assembled workforce with a net book value of
$3.4 million as of January 1, 2002 be subsumed into goodwill and also eliminated
the amortization of goodwill commencing January 1, 2002. SFAS No. 142 also
required the Company to perform a transitional assessment by June 30, 2002, to
determine whether there was an impairment of goodwill. To perform this
assessment, the Company compared the fair value of the FIS reporting unit
calculated under a present value methodology with a rate of interest
commensurate to the risks involved to the carrying amount of the related net
assets. This assessment, which was performed with the assistance of an
independent valuation firm, indicated that goodwill associated with the FIS
acquisition was impaired as of January 1, 2002. Accordingly, the Company
recognized a $9,316,884 non-cash charge, recorded in the second quarter of 2002,
as the cumulative effect of a change in accounting principle for the write-down
of goodwill to its fair value. The impaired goodwill was not deductible for tax
purposes, and as a result, no tax benefit has been recorded in relation to the
change.
SFAS 142 also requires goodwill to be tested annually and between annual tests
if events occur or circumstances change that would more likely than not reduce
the fair value of a reporting unit below its carrying amount. The Company has
elected to perform its annual tests for indications of goodwill impairment as of
December 31 of each year. The Company determined, assisted by an independent
valuation firm, that there was no further impairment at December 31, 2002. If
the Company fails to improve revenues, deliver desired services and
appropriately manage costs, subsequent reviews may result in future periodic
impairments that could have a material adverse effect on the results of
operations in the period recognized.
8
(6) RESTRUCTURING AND SEVERANCE COSTS
In the first quarter of 2003, the Company effected a 17% workforce reduction in
response to an expected decline in revenues beginning in the second half of
2003. All terminated employees were notified prior to March 31, 2003. In
addition, the Company negotiated payments under a Separation and Release
Agreement with the Company's former President and Chief Operating Officer which
releases him from any further obligation to perform services as an employee of
the Company. The Company accrued $783,600 of severance costs related to these
actions and has paid $467,349 of these costs through June 30, 2003. $168,846 of
the remaining obligations are included in accrued expenses and $147,405 are
included in long term payables at June 30, 2003. The Company does not expect to
incur additional costs in relation to these actions.
During the second quarter of 2001, the Company recorded a $912,000 pre-tax
charge related to the consolidation of its technical operations and closing of
the Kirkland, WA office. In September 2001, the Company incurred $84,000 of
additional severance costs related to restructuring at FIS. In 2002, the Company
negotiated contract terminations, thereby eliminating $182,429 of these
obligations. At December 31, 2002, there were $4,653 of charges remaining which
were paid in January 2003.
(7) INCOME/(LOSS) PER SHARE
Income/(loss) per share is presented in accordance with the provisions of SFAS
No. 128, "Earnings Per Share", and the Securities and Exchange Commission (SEC)
Staff Accounting Bulletin No. 98. Under SFAS No. 128, Basic EPS excludes
dilution for common stock equivalents and is computed by dividing income or loss
available to common shareholders 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 (common stock
equivalent shares) were exercised or converted and resulted in the issuance of
common stock. Common stock equivalent shares consist of stock options and stock
warrants (using the treasury stock method) which are excluded from the
computation if their effect is anti-dilutive.
At June 30, 2003, options and warrants to purchase 3,603,509 shares of common
stock were outstanding. Common stock equivalent shares of 293,104 were included
in the computation of diluted net income per share for the three months ended
June 30, 2003. Diluted loss per share has not been presented for the three
months ended June 30, 2002 or for the six months ended June 30, 2003 or 2002 as
the outstanding stock options and warrants are anti-dilutive for each of those
periods. Anti-dilutive securities outstanding were 3,310,405 and 3,425,822 at
June 30, 2003 and 2002, respectively.
(8) STOCK BASED TRANSACTIONS
The Company accounts for stock-based transactions in accordance with SFAS No.
123, "Accounting for Stock-Based Compensation" as amended by SFAS No. 148,
"Accounting for Stock-Based Compensation". In accordance with SFAS No. 123, the
Company has elected to measure stock-based employee compensation arrangements in
accordance with the provisions of Accounting Principles Board (APB) No. 25,
"Accounting for Stock Issued to Employees". Under APB No. 25, compensation cost
is recognized based on the difference, if any, on the date of grant between the
fair value of the Company's common stock and the exercise price. SFAS No. 148
provides alternative methods of transition for an entity that voluntarily
changes from the intrinsic value based method of accounting for stock-based
employee compensation prescribed in APB No. 25 to the fair value method
prescribed in SFAS 123. As permitted under SFAS 148, we have continued to apply
the accounting provisions of APB No. 25, and to provide the pro forma
disclosures of the effect of adopting the fair value method as required by SFAS
123. The Financial Accounting Standards Board recently indicated that they will
require stock-based employee compensation to be recorded as a charge to earnings
beginning in 2004. We will continue to monitor their progress on the issuance of
this standard as well as evaluate our position with respect to current guidance.
9
Had the Company determined compensation expense based on the fair value of the
option on the grant date under SFAS No. 123, the Company's results of operations
for the three and six months ended June 30, 2003 and 2002 would have been as
follows:
Three Months Ended Six Months Ended
June 30, June 30,
2003 2002 2003 2002
-------- -------- -------- --------
Net income/(loss) - as reported .......... $ 23 $ (379) $ (1,093) $ (9,904)
Compensation expense related to options-
as reported .............................. -- -- -- 2
Compensation expense related to options-
fair value method ........................ (392) (688) (820) (1,323)
-------- -------- -------- --------
Net income/(loss) - pro forma ............ $ (369) $ (1,067) $ (1,913) $(11,225)
======== ======== ======== ========
Basic and diluted net income/(loss) per
share - as reported .................... $ 0.00 $ (0.02) $ (0.06) $ (0.59)
Basic and diluted net income/(loss) per
share - pro forma ...................... $ (0.02) $ (0.06) $ (0.11) $ (0.67)
(9) PRIVATE PLACEMENT OF COMMON STOCK
In December 2001 and January 2002, we consummated a private sale of common stock
and warrants to certain institutional investors. Pursuant to these transactions,
we sold an aggregate of 2,000,000 shares of Common Stock, at a purchase price of
$2.50 per share, along with four-year warrants to purchase an aggregate of
400,000 shares of Common Stock at an exercise price of $2.875 per share
resulting in gross proceeds of $5,000,000. In connection with the transaction,
the Company paid a transaction fee to Atlas Capital Services, LLC equal to
4.625% of the gross proceeds and issued Atlas a four-year warrant to purchase
40,000 shares of Common Stock at an exercise price of $2.50 per share.
(10) RECENT ACCOUNTING PRONOUNCEMENTS
In July 2002, the FASB issued SFAS No. 146, "Accounting for Costs Associated
with Exit or Disposal Activities". SFAS No. 146, which is effective
prospectively for exit or disposal activities initiated after December 31, 2002,
applies to costs associated with an exit activity, including restructurings, or
with a disposal of long-lived assets. Those activities can include eliminating
or reducing product lines, terminating employees and contracts and relocating
plant facilities or personnel. SFAS No. 146 requires that exit or disposal costs
are recorded as an operating expense when the liability is incurred and can be
measured at fair value. Commitment to an exit plan or a plan of disposal by
itself will not meet the requirement for recognizing a liability and the related
expense under SFAS No. 146. SFAS No. 146 grandfathers the accounting for
liabilities that were previously recorded under EITF Issue 94-3. Accordingly,
SFAS No. 146 will have no effect on the restructuring costs previously recorded
by the Company.
Statement of Financial Accounting Standards No. 148, "Accounting for Stock-Based
Compensation" ("SFAS 148"), is an amendment to Statement of Financial Accounting
Standards No. 123, "Accounting for Stock-Based Compensation", and provides
alternative methods of transition for an entity that voluntarily changes from
the intrinsic value based method of accounting for stock-based employee
compensation prescribed in APB No. 25 to the fair value method prescribed in
SFAS 123. As permitted under SFAS 148, we have continued to apply the accounting
provisions of APB No. 25, and to provide the annual pro forma disclosures of the
effect of adopting the fair value method as required by SFAS 123. SFAS 148 also
requires pro forma disclosure to be provided on a quarterly basis. The Financial
Accounting Standards Board recently indicated that they will require stock-based
employee compensation to be recorded as a charge to earnings beginning in 2004.
We will continue to monitor their progress on the issuance of this standard as
well as evaluate our position with respect to current guidance.
10
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
The following discussion of the financial condition and results of operations of
the Company contains forward-looking statements within the meaning of Section
27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act
of 1934. The Company's actual results and timing of certain events could differ
materially from those anticipated in these forward looking statements as a
result of certain factors, including, but not limited to, those set forth under
"Risk Factors that May Affect Future Results and Financial Condition" included
elsewhere in this Quarterly Report.
OVERVIEW
EDGAR Online, Inc. (the "Company") was incorporated in the State of Delaware in
November 1995, launched its EDGAR Online Internet Web site in January 1996 and
went public on June 1, 1999. Its primary business is to provide its customers
with business, financial and competitive information about public companies
through the Securities and Exchange Commission's EDGAR (Electronic Data
Gathering Analysis and Retrieval) filing system on a real-time basis. In
addition to simply providing such information, the Company also enhances the
SEC's raw filings by organizing and processing them into an easily accessible,
searchable and print-friendly format and uses proprietary software to extract
specific information requested by and tailored to its customers. The Company
also provides information and technology solutions to the financial services
industry and public sector.
We derive revenues from four primary sources: seat-based subscriptions to our
Web site services, contracts with corporate customers for customized data, sale
of our technical services to construct and/or operate the technical systems our
customers use to integrate our data and data from other sources into their
products and services and advertising and other e-commerce based revenues.
Revenue from seat-based subscriptions is recognized ratably over the
subscription period, which is typically three or twelve months. Revenue from
data sales is recognized over the term of the contract, which are typically
non-cancelable, one-year contracts with automatic renewal clauses, or, in the
case of certain up-front fees, over the estimated customer relationship period.
Revenue from technical services, consisting primarily of time and materials
based contracts, is recognized in the period services are rendered. Advertising
and e-commerce revenue is recognized as the services are provided.
RESULTS OF OPERATIONS
REVENUES
Revenues decreased 3% to $4.0 million for the three months ended June 30, 2003,
from $4.1 million for the three months ended June 30, 2002. The net decrease in
revenues is primarily attributable to a $59,000, or 4%, decrease in data sales
to $1.3 million in 2003 from $1.4 million in 2002, a $87,000, or 8%, decrease in
technical services to $1.0 million in 2003 from $1.1 million in 2002 and a
$205,000, or 51%, decrease in advertising and e-commerce revenues to $193,000 in
2003 from $398,000 in 2002. These decreases were partially offset by a $230,000,
or 18%, increase in seat-based subscriptions to $1.5 million in 2003 from $1.3
million in 2002.
Revenues decreased 5% to $7.8 million for the six months ended June 30, 2003,
from $8.2 million for the six months ended June 30, 2002. The net decrease in
revenues is attributable to a $310,000, or 11%, decrease in data sales to $2.5
million in 2003 from $2.8 million in 2002, a $210,000, or 9%, decrease in
technical services to $2.0 million in 2003 from $2.2 million in 2002 and a
$396,000, or 50%, decrease in advertising and e-commerce revenues to $394,000 in
2003 from $790,000 in 2002. These decreases were partially offset by a $545,000,
or 23%, increase in seat-based subscriptions to $2.9 million in 2003 from $2.4
million in 2002.
11
The increase in seat-based subscriptions is due to the increase in the number of
seat-based contracts and individual accounts, as well as an increase in the
average price per seat. The number of subscribers increased to approximately
27,500 as of June 30, 2003, from approximately 25,100 as of June 30, 2002. Sales
leads, which were primarily provided by the traffic to our Web sites and our
"free-to-fee" initiatives, contributed to the increase in new seats sold.
Seat-based subscriptions represented 37% of revenues for the three months ended
June 30, 2003, compared to 30% of revenues in the same quarter last year and 37%
of revenues for the six months ended June 30, 2003, compared to 29% of revenues
in the same period last year.
The decrease in data sales is primarily due to reductions from two major
customers in 2003 as the total number of corporate contracts increased to 210 at
June 30, 2003 from 205 at June 30, 2002. Data sales represented 33% of revenues
for the three months ended June 30, 2003 and 2002, and 32% of revenues for the
six months ended June 30, 2003, compared to 34% of revenues in the same period
last year.
The decrease in technical services revenue is primarily due to decreases in the
services provided to Nasdaq, our sole client to whom we provide technical
services. Technical services represented 25% of revenues for the three months
ended June 30, 2003, compared to 27% of revenues in the same quarter last year
and 26% of revenues for the six months ended June 30, 2003, compared to 27% of
revenues in the same period last year. Technical services revenues are expected
to continue to decrease as the Company anticipates an approximate $2.0 million
annual reduction in revenues related to Nasdaq work orders beginning in the
second half of 2003.
The decrease in advertising and e-commerce revenues is primarily due to the
decrease in advertising impressions and rates and reflects the significant
decline in the online and overall advertising industry that has taken place in
the past few years. Advertising and e-commerce represented 5% of revenues for
the three months ended June 30, 2003, compared to 10% in the same quarter last
year and 5% of revenues for the six months ended June 30, 2003, compared to 10%
of revenues in the same period last year.
COST OF REVENUES
Cost of revenues consist primarily of fees paid to acquire the Level I EDGAR
database feed from the SEC, Web site maintenance charges, salaries and benefits
of certain employees and the costs associated with our computer equipment and
communications lines used in conjunction with our Web sites. In addition, for
each period, online barter advertising expense is recorded equal to the online
barter advertising revenue for that period. Total cost of revenues decreased
$193,000, or 28%, to $502,000 for the three months ended June 30, 2003, from
$695,000 for the three months ended June 30, 2002. Total cost of revenues
decreased $337,000, or 24%, to $1.1 million for the six months ended June 30,
2003, from $1.4 million for the six months ended June 30, 2002. The decrease in
cost of revenues is primarily due to a decrease in software and Web site
maintenance, content feeds and communications lines, as well as the workforce
reduction effected March 31, 2003. Gross margins increased to 87% for the three
months ended June 30, 2003, from 83% for the three months ended June 30, 2002
and to 87% for the six months ended June 30, 2003, from 83% for the six months
ended June 30, 2002.
OPERATING EXPENSES
Sales and Marketing. Sales and marketing expenses consist primarily of salaries
and benefits, sales commissions, advertising expenses, public relations and
costs of marketing materials. Sales and marketing expenses decreased $84,000, or
13%, to $560,000 for the three months ended June 30, 2003, from $644,000 for the
three months ended June 30, 2002. As a percentage of revenues, sales and
marketing expenses decreased to 14% for the three months ended June 30, 2003
from 16% for the three months ended June 30, 2002. Sales and marketing expenses
decreased $141,000, or 11%, to $1.1 million for the six months ended June 30,
2003, from $1.2 million for the six months ended June 30, 2002. As a percentage
of revenues, sales and marketing expenses decreased to 14% for the six months
ended June 30, 2003 from 15% for the six months ended June 30, 2002. The net
decrease in sales and marketing expenses was due to a reduction in our
discretionary advertising spending and marketing campaign as well as to the
workforce reduction effected March 31, 2003.
12
Development. Development expenses decreased $185,000, or 31%, to $403,000 for
the three months ended June 30, 2003 from $644,000 for the three months ended
June 30, 2002. As a percentage of revenues, development expenses decreased to
10% for the three months ended June 30, 2003, from 14% for the three months
ended June 30, 2002. Development expenses decreased $148,000, or 14%, to
$928,000 for the six months ended June 30, 2003 from $1.1 million for the six
months ended June 30, 2002. As a percentage of revenues, development expenses
decreased to 12% for the three months ended June 30, 2003, from 13% for the
three months ended June 30, 2002. The decrease in development expenses is due to
the workforce reduction effected March 31, 2003
General and Administrative. General and administrative expenses consist
primarily of salaries and benefits, fees for professional services, general
corporate expenses and facility expenses. General and administrative expenses
increased $73,000, or 4%, to $1.9 million for the three months ended June 30,
2003, from $1.8 million for the three months ended June 30, 2002. As a
percentage of revenues, general and administrative expenses increased to 46% in
the three months ended June 30, 2003, from 43% for the three months ended June
30, 2002. General and administrative expenses increased $115,000, or 3%, to $3.7
million for the six months ended June 30, 2003, from $3.6 million for the six
months ended June 30, 2002. As a percentage of revenues, general and
administrative expenses increased to 47% in the six months ended June 30, 2003,
from 44% for the six months ended June 30, 2002. The increase in general and
administrative expenses was primarily due to increased professional fees
including costs incurred in association with a terminated proposed transaction.
Restructuring and Severance Charges. In the first quarter of 2003, the Company
effected a 17% workforce reduction in response to an expected decline in
revenues beginning in the second half of 2003. In addition, the Company
negotiated payments under a Separation and Release Agreement with the Company's
former President and Chief Operation Officer. The Company accrued $783,600 of
related severance costs. During the first quarter of 2002, the Company
negotiated contract terminations, thereby eliminating $100,000 of pre-existing
contractual obligations associated with the Kirkland, WA office.
Depreciation and Amortization. Depreciation and amortization expenses include
the depreciation of property and equipment and the amortization of intangible
assets. Depreciation and amortization decreased $103,000, or 14%, to $625,000
for the three months ended June 30, 2003, from $728,000 for the three months
ended June 30, 2002. As a percentage of revenues, depreciation and amortization
decreased to 16% for the three months ended June 30, 2003, from 18% for the
three months ended June 30, 2002. Depreciation and amortization decreased
$166,000, or 11%, to $1.3 million for the six months ended June 30, 2003, from
$1.5 million for the six months ended June 30, 2002. As a percentage of
revenues, depreciation and amortization decreased to 16% for the six months
ended June 30, 2003, from 18% for the six months ended June 30, 2002. The
decrease in depreciation and amortization is due to several fixed assets
becoming fully depreciated in 2003.
Cumulative Effect of Change in Accounting Principle. As required by SFAS No.
142, which was adopted by the Company effective January 1, 2002, the Company
performed a transitional assessment to determine whether there is an impairment
of goodwill. Based on this assessment, the Company recognized a $9.3 million
non-cash charge, measured as of January 1, 2002, as the cumulative effect of a
change in accounting principle for the write-down of goodwill to its fair value
in the six months ended June 30, 2003. The impaired goodwill was not deductible
for tax purposes, and as a result, no tax benefit has been recorded in relation
to the charge.
LIQUIDITY AND CAPITAL RESOURCES
Net cash provided by operating activities was $890,000 for the six months ended
June 30, 2003 and $841,000 for six months ended June 30, 2002. We have
historically financed our operations through private debt placements and the
sale of equity securities to investors. We continue to focus on growing our
subscription and corporate customer base and have implemented recent expense
reductions. We expect to continue to yield positive cash flows from operations
(although less than that which was provided from operations during the six
months ended June 30, 2003) although no assurance can be given in this regard.
13
Capital expenditures, primarily for computers, office and communications
equipment, totaled $366,000 for the six months ended June 30, 2003 and $169,000
for the six months ended June 30, 2002. The purchases were made to support our
expansion and increased infrastructure.
In December 2001 and January 2002, we consummated a private sale of common stock
and warrants to certain institutional investors. Pursuant to these transactions,
we sold an aggregate of 2,000,000 shares of Common Stock, at a purchase price of
$2.50 per share, along with four-year warrants to purchase an aggregate of
400,000 shares of Common Stock at an exercise price of $2.875 per share
resulting in gross proceeds of $5,000,000. In connection with the transaction,
the Company paid a transaction fee to Atlas Capital Services, LLC equal to
4.625% of the gross proceeds and issued Atlas a four-year warrant to purchase
40,000 shares of Common Stock at an exercise price of $2.50 per share.
On March 28, 2003, the Company entered into a Separation and Release Agreement
with Tom Vos, the Company's former President and Chief Operating Officer. Under
the Agreement, the Company is required to make payments of $340,000 in 2003,
$170,000 in 2004, and $42,000 in either 2005 or in 2005 and 2006. The Company
will also make three payments of $60,972 to a deferred compensation plan for the
benefit of Mr. Vos; one payment per year in 2003, 2004 and 2005. On March 31,
2003, the Company effected a plan to align the Company's cost structure with
current business conditions. These conditions include an anticipated reduction
in technical services revenues related to the Nasdaq contract beginning in the
second half of 2003 by approximately $2 million annually. The plan entailed a
reduction in workforce of 17% which was effected in March 2003. The Company
anticipates that this action will reduce operating expenses on an annualized
basis by approximately $1.2 to $1.3 million. The Company incurred severance
charges of $783,600 in the quarter ended March 31, 2003 associated with the work
force reduction and the Separation and Release Agreement with the Company's
former President and Chief Operating Officer.
In connection with our acquisition of FIS, we issued $6,000,000 in promissory
notes to the former owners of FIS ("FIS Notes"). The FIS Notes were originally
scheduled to mature on October 27, 2002. In March 2002, we concluded
negotiations to extend the maturity date of the FIS Notes. Based on these
negotiations, holders of $5,700,000 in principal amount of FIS Notes agreed to
amend and restate their notes to provide for, among other things, the following
schedule of principal payments: $1,900,000 which was made on April 1, 2002,
$1,900,000 which was made on April 1, 2003 and $1,900,000 which is payable on
January 2, 2004.
At June 30, 2003, we had cash on hand of $4.2 million. We believe that our
existing capital resources and projected cash generated from operations will be
sufficient to meet our anticipated cash needs for working capital including FIS
Notes repayment and capital expenditures for at least the next 12 months.
Thereafter, if cash generated from operations is insufficient to satisfy our
liquidity requirements, we may need to raise additional funds through public or
private financings, strategic relationships or other arrangements. There can be
no assurance that such additional funding, if needed, will be available on terms
attractive to us, or at all. The failure to raise capital when needed could
materially adversely affect our business, results of operations and financial
condition. If additional funds are raised through the issuance of equity
securities, the percentage ownership of our then-current stockholders would be
reduced.
RISK FACTORS THAT MAY AFFECT FUTURE RESULTS AND FINANCIAL CONDITION
The condensed consolidated financial statements and notes thereto included in
this report and the related discussion describe and analyze the Company's
financial performance and condition for the periods indicated. For the most
part, this information is historical. The Company's prior results, however, are
not necessarily indicative of the Company's future performance or financial
condition. The Company therefore has included the following discussion of
certain factors which could affect the Company's future performance or financial
condition. These factors could cause the Company's future performance or
financial condition to differ materially from its prior performance or financial
condition or from management's expectations or estimates of the Company's future
performance or financial condition. These factors, among others, should be
considered in assessing the Company's future prospects and prior to making an
investment decision with respect to the Company's stock.
14
OUR FUTURE SUCCESS WILL DEPEND ON OUR ABILITY TO INCREASE REVENUES.
As a company in the rapidly evolving market for the delivery of financial and
business information, we face numerous risks and uncertainties in achieving
increased revenues. In order to be successful, we must increase our revenues
from the sale of our services to corporate customers, seat-based subscription
fees and advertising and e-commerce sales. In order to increase our revenues, we
must successfully:
- - implement our marketing plan to increase subscriptions and corporate sales,
attract more individual online users to our services and convert visitors to
paying subscribers;
- - continue to improve our market position as a commercial provider of
information services based on EDGAR filings;
- - maintain our current content distribution relationships with popular Web sites
and providers of business and financial information;
- - maintain our current, and increase, advertising and e-commerce revenues by
increasing traffic to our Web sites and by increasing the number of advertisers
on our Web sites;
- - respond effectively to competitive pressures from other Internet providers of
EDGAR content;
- - continue to develop and upgrade our technology; and
- - attract, retain and motivate qualified personnel with Internet experience to
serve in various capacities, including IT services, sales and marketing
positions.
If we are not successful in addressing these uncertainties through the execution
of our business strategy, our business, results of operations and financial
condition will be materially adversely affected.
OUR CONTRACTS WITH NASDAQ ACCOUNT FOR A SIGNIFICANT PERCENTAGE OF OUR TOTAL
REVENUES AND SUCH REVENUES WILL DECREASE OVER TIME.
A significant portion of our total revenues over the last two fiscal years has
been attributable to the numerous work orders that we have performed pursuant to
our contract with Nasdaq. Sales to Nasdaq accounted for 33% and 34% of our total
revenues for the six months ended June 30, 2003 and 2002, respectively. We
expect that Nasdaq will continue to be a significant client, but that sales to
Nasdaq as a percentage of total revenues will decline in future fiscal periods.
The loss of a significant customer such as Nasdaq would have a material adverse
affect on our business, results of operations and financial condition.
We have recently renewed certain work orders and have negotiated new services
pursuant to additional work orders with Nasdaq. However, revenues to be
generated from our Nasdaq business are expected to decrease by approximately $2
million annually beginning in the second half of 2003. If we do not generate new
business to offset a portion of the Nasdaq revenue shortfall, there could be a
material adverse effect on our business, results of operations and financial
condition.
15
WE HAVE A HISTORY OF LOSSES AND CANNOT ASSURE THAT WE WILL ATTAIN PROFITABILITY.
As of June 30, 2003, we had an accumulated deficit of $43,070,000. We incurred
net losses of $15,237,000 for the year ended December 31, 2000, $6,788,000 for
the year ended December 31, 2001, $11,042,000 for the year ended December 31,
2002 and $1,093,000 for the six months ended June 30, 2003. In addition, we
expect to continue to incur ongoing operating costs and capital expenditures. As
a result, we will need to generate additional revenues to achieve and maintain
profitability. Even if we do achieve profitability, we cannot assure you that we
can sustain or increase profitability on a quarterly or annual basis in the
future. In addition, if revenues grow more slowly than we anticipate, or if
operating expenses exceed our expectations or cannot be adjusted accordingly,
our business, results of operations and financial condition will be materially
adversely affected. As a result of these and other costs, we may incur operating
losses in the future, and we cannot assure you that we will attain
profitability.
WE MAY NOT BE ABLE TO OBTAIN ADDITIONAL FINANCING.
We currently anticipate that our available cash resources combined with cash
generated from operations will be sufficient to meet our anticipated working
capital including FIS Notes repayment and capital expenditure requirements for
at least the next 12 months. We may need to raise additional funds, however, to
fund potential acquisitions and more rapid expansion, to develop new or enhance
existing services or to respond to competitive pressures. We cannot assure you
that additional financing will be available on terms favorable to us, or at all.
If adequate funds are not available or are not available on acceptable terms,
our ability to fund our expansion, take advantage of unanticipated
opportunities, develop or enhance services or products or otherwise respond to
competitive pressures would be significantly limited. Our business, results of
operations and financial condition could be materially adversely affected by
these financing limitations.
FUTURE ENHANCEMENTS TO THE SEC'S EDGAR SYSTEM MAY ERODE DEMAND FOR OUR SERVICES.
Our future success will depend on our ability to continue to provide value-added
services that distinguish our Web sites from the type of EDGAR-information
available from the SEC on its Web site. The SEC has recently updated its Web
site to provide free access to raw EDGAR filings on a real-time basis. If the
SEC were to make other changes to its Web site such as providing value-added
services comparable to those provided on our Web sites, our business, results of
operations and financial condition would be materially adversely affected.
WE FACE INTENSE COMPETITION FROM OTHER PROVIDERS OF BUSINESS AND FINANCIAL
INFORMATION.
We compete with many providers of business and financial information, including
other Internet companies, for consumers' and advertisers' attention and
spending. Because our market poses no substantial barriers to entry, this
competition may continue to intensify. The types of companies with which we
compete for users and advertisers include:
- - traditional vendors of financial information, such as Thomson Financial;
- - proprietary information services and Web sites targeted to business, finance
and investing needs, including those providing EDGAR content, such as Bloomberg,
10K Wizard and LIVEDGAR; and
- - Web-based providers of free EDGAR information.
Our future success will depend on our ability to maintain and enhance our market
position by: using technology to add value to raw EDGAR information, keeping our
pricing models below those of our competitors, maintaining a strong corporate
sales presence in the marketplace and maintaining our branding on high-traffic
Web sites.
16
Our potential commercial competitors include entities that currently license our
content, but which may elect to purchase a real-time EDGAR database feed (called
a Level I EDGAR feed) directly from the SEC and use it to create value-added
services, similar to services provided by us, for their own use or for sale to
others. The cost of the Level I EDGAR feed has been significantly reduced since
the introduction of the EDGAR system and is currently approximately $50,000 per
year. Further reductions of the cost of the Level I EDGAR feed could lead to
additional competitors entering our market, as well as current and potential
EDGAR online clients buying the SEC feed directly as opposed to utilizing our
services. Either of these developments could adversely affect our business,
results of operations and financial condition.
Many of our existing competitors, as well as a number of potential competitors,
have longer operating histories, name recognition, larger customer bases and
significantly greater financial, technical and marketing resources than we do.
This may enable them to respond more quickly to new or emerging technologies and
changes in the types of services sought by users of EDGAR-based information, or
to devote greater resources to the development, promotion and sale of their
services than we can. These competitors and potential competitors may be able to
undertake more extensive marketing campaigns, adopt more aggressive pricing
policies and make more attractive offers to potential employees, subscribers and
content distribution partners. Our competitors may also develop services that
are equal or superior to the services offered by us or that achieve greater
market acceptance than our services. In addition, current and prospective
competitors may establish cooperative relationships among themselves or with
third parties to improve their ability to address the needs of our existing and
prospective customers. If these events occur, they could have a materially
adverse effect on our revenue. Increased competition could also result in price
reductions, reduced margins or loss of market share, any of which would
adversely affect our business, results of operations and financial condition.
WE RISK BEING DELISTED FROM NASDAQ WHICH COULD REDUCE OUR ABILITY TO RAISE
FUNDS.
If the closing bid price of our stock were to drop below $1.00 per share and
remain below $1.00 per share for thirty consecutive business days, we would be
in violation of the continued listing requirements of The Nasdaq Stock Market
(Nasdaq) and would risk the delisting of our shares from Nasdaq. Delisting from
Nasdaq and inclusion of our common stock on the OTC Bulletin Board or similar
quotation system could adversely affect the liquidity and price of our common
stock and make it more difficult for us to raise additional capital on favorable
terms, if at all.
Even if the minimum per share bid price of our common stock is maintained, the
Company must also satisfy other listing requirements of the Nasdaq National
Market (NNM), such as maintaining equity of at least $10 million. Failure to
satisfy any of the maintenance requirements could result in our common stock
being delisted from the NNM. Although in that event we could apply to list our
shares with the Nasdaq SmallCap Market, its delisting from the NNM could
adversely affect the liquidity of our common stock. In addition, delisting from
the NNM might negatively impact the Company's reputation and, as a consequence,
its business.
THE PRICE OF OUR COMMON STOCK HAS BEEN VOLATILE.
The market price of our common stock has been, and is likely to continue to be,
volatile, experiencing wide fluctuations. In recent years, the stock market has
experienced significant price and volume fluctuations that have particularly
affected the market prices of equity securities of many technology companies.
Some of these fluctuations appear to be unrelated or disproportionate to the
operating performance of such companies. Future market movements may materially
and adversely affect the market price of our common stock. In addition, an
affiliate of our Chairman and Chief Executive Officer has pledged an aggregate
of 1,200,000 shares of our common stock to an institutional lender as collateral
for a certain extension of credit of which $303,729, was outstanding as of June
30, 2003. This line of credit was paid in full in July 2003.
17
WE MAY NOT BE SUCCESSFUL IN INCREASING BRAND AWARENESS.
Our future success will depend, in part, on our ability to increase the brand
awareness of our Web-based customized corporate services. If our marketing
efforts are unsuccessful or if we cannot increase our brand awareness, our
business, financial condition and results of operations would be materially
adversely affected. In order to build our brand awareness, we must succeed in
our marketing efforts, provide high quality services and increase the number of
people who are aware of the services we offer. We have devoted significant funds
to expand our sales and marketing efforts as part of our brand-building efforts.
These efforts may not be successful.
WE MAY NOT BE SUCCESSFUL IN DEVELOPING NEW AND ENHANCED SERVICES AND FEATURES
FOR OUR WEB SITES.
Our market is characterized by rapidly changing technologies, evolving industry
standards, frequent new product and service introductions and changing customer
demands. To be successful, we must adapt to our rapidly changing market by
continually enhancing our existing services and adding new services to address
our customers' changing demands. We could incur substantial costs if we need to
modify our services or infrastructure to adapt to these changes. Our business
could be adversely affected if we were to incur significant costs without
generating related revenues or if we cannot adapt rapidly to these changes.
Our business could also be adversely affected if we experience difficulties in
introducing new or enhanced services or if these services are not favorably
received by users. We may experience technical or other difficulties that could
delay or prevent us from introducing new or enhanced services. Furthermore,
after these services are introduced, we may discover errors in these services
which may require us to significantly modify our software or hardware
infrastructure to correct these errors.
WE ARE DEPENDENT ON THE CONTINUED GROWTH OF THE MARKET FOR BUSINESS AND
FINANCIAL INFORMATION.
The market for the distribution of business and financial information, including
EDGAR-based content, is rapidly evolving. As is typical of a rapidly evolving
industry, demand and market acceptance for new services are subject to a high
level of uncertainty. Because the market for our products and services continues
to evolve, it is difficult to predict with any certainty what the growth rate,
if any, and the ultimate size of this market will be. We cannot be certain that
the market for our services will continue to develop or that our services will
ever achieve a significant level of market acceptance. If the market fails to
continue to develop, develops more slowly than expected or becomes saturated
with competitors, or if our new service offerings do not achieve significant
market acceptance, or if pricing becomes subject to considerable competitive
pressures, our business, results of operations and financial condition would be
materially adversely affected.
MAINTAINING EXISTING NEW CONTENT DISTRIBUTION RELATIONSHIPS WITH HIGH-TRAFFIC
WEB SITES IS CRUCIAL TO OUR FUTURE SUCCESS.
Because our revenues depend to some extent on the traffic to our Web sites, our
business could be adversely affected if we do not maintain our current content
distribution relationships on commercially reasonable terms. We rely on
establishing and maintaining content distribution relationships with
high-traffic Web sites for a significant portion of the traffic on our Web
sites. There is intense competition for exposure on high-traffic Web sites, and
we may not be able to maintain our present contractual relationships. Even if we
maintain our existing relationships, they themselves may not continue to attract
significant numbers of users. Therefore, our Web sites may not continue to
receive significant traffic or receive additional new users from these
relationships.
18
OUR BUSINESS COULD BE ADVERSELY AFFECTED BY THE CURRENT (OR ANY FUTURE) DOWNTURN
IN THE FINANCIAL SERVICES INDUSTRY AND/OR THE BUSINESS ECONOMY IN GENERAL.
We are dependent upon the continued demand for the distribution of business and
financial information, making our business susceptible to downturns in the
financial services industry and the business economy in general. In addition,
the broad effects of the terrorist attacks of September 11, 2001 and the
lingering effects of the war in Iraq have compounded the effects of an already
slow global economy. Our current results of operations reflect, in part, the
effects of the current slowdown in our markets. For example, we believe that
decreases in the expenditures that corporations and individuals are willing to
make to purchase the types of information we provide has resulted in a slower
growth in the number of customers purchasing our information services. These
effects may continue and may worsen if our customers do not recover or if
additional events adverse to the global economy or the financial services
industry occur.
SOME OF OUR CLIENTS MAY BE UNABLE TO RAISE ADDITIONAL CAPITAL NEEDED TO RETAIN
OUR SERVICES OR PAY US FOR SERVICES PERFORMED.
Some of our current and potential clients need to raise additional funds in
order to continue their business operations as planned. We cannot be certain
that these companies will be able to obtain additional financing on favorable
terms or at all. As a result of their inability to raise additional financing,
some clients may be unable to pay us for services we have already provided them
or they may terminate our services earlier than planned, either of which could
have a material adverse effect on our business, financial condition and
operating results.
WE FACE INTENSE COMPETITION FOR ADVERTISING AND E-COMMERCE REVENUES; THE
VIABILITY OF THE INTERNET AS AN ADVERTISING AND E-COMMERCE MEDIUM IS UNCERTAIN.
We compete with both traditional advertising media, such as print, radio and
television, and other Web sites for a share of advertisers' total advertising
budgets. Advertising and e-commerce revenues represented 5% and 10% of our total
revenues for the six months ended June 30, 2003 and 2002, respectively. If
advertisers do not perceive the Internet to be an effective advertising medium,
companies like ours will be unable to compete successfully with traditional
media for advertising and e-commerce revenues. In addition, if we are unable to
generate sufficient traffic on our Web sites, we could potentially lose
advertising and e-commerce revenues to other Web sites that generate higher user
traffic. If advertising on the Web shrinks due to a general business downturn,
this could also cause us to lose advertising and e-commerce revenues. Although
advertising and e-commerce revenues do not make up a significant component of
our total revenues, any of these developments could still have an adverse impact
on our business, results of operations or financial condition.
WE MAY NOT BE ABLE TO MAINTAIN AN EFFECTIVE DIRECT SALES FORCE.
Because a significant component of our growth strategy relates to increasing our
revenues from sales of our corporate services, our business would be adversely
affected if we were unable to maintain an effective sales force to market our
services to this customer group. Our efforts in maintaining an effective sales
force may not be successful.
WE MAY NOT BE ABLE TO SUCCESSFULLY MANAGE OUR GROWTH.
We have experienced, and with respect to certain segments of our business are
currently experiencing, a period of growth. If we are unable to manage our
growth effectively, our business will be adversely affected. As part of this
growth, we may have to implement new operational and financial systems and
procedures and controls to expand, train and manage our employees, especially in
the areas of sales and product development.
19
WE FACE RISKS IN CONNECTION WITH OUR PRIOR ACQUISITIONS AND BUSINESS
COMBINATIONS THAT WE MAY CONSUMMATE.
We plan to continue to expand our operations and market presence by making
acquisitions, and entering into business combinations, investments, joint
ventures or other strategic alliances with other companies. These transactions
create risks such as:
- - difficulty assimilating the operations, technology and personnel of the
combined companies;
- - disruption of our ongoing business;
- - problems retaining key technical and managerial personnel;
- - expenses associated with amortization or impairment of goodwill and other
purchased intangible assets;
- - additional operating losses and expenses of acquired businesses; and
- - impairment of relationships with existing employees, customers and business
partners.
We may not succeed in addressing these risks. In addition, our prior
acquisitions have been structured to be treated as tax-free reorganizations. In
the event the tax-free nature of our transactions is successfully challenged,
there may be a material adverse impact to our business, results of operations
and financial condition. Even if we were to prevail in such challenge, the
dispute could be time consuming and expensive, and could result in the diversion
of our time and attention, which could materially adversely affect our business,
results of operations and financial condition.
WE DEPEND ON KEY PERSONNEL.
Our future success will depend to a significant extent on the continued services
of our senior management and other key personnel, particularly Susan Strausberg,
Chief Executive Officer and President; Marc Strausberg, Chairman; Greg Adams,
Chief Financial Officer and Chief Operating Officer; Jay Sears, Senior Vice
President, Strategy and Business Development, and Richard Jones, Senior Vice
President of Operations, each of whom are parties to written employment
agreements. The loss of the services of these, or certain other key employees,
would likely have a material adverse effect on our business. We do not maintain
key person life insurance for any of our personnel. Our future success will also
depend on our continuing to attract, retain and motivate other highly skilled
employees. Competition for personnel in our industry is intense. We may not be
able to retain our key employees or attract, assimilate or retain other highly
qualified employees in the future. If we do not succeed in attracting new
personnel or retaining and motivating our current personnel, our business will
be adversely affected. In addition, the employment agreements with our key
employees contain covenants that restrict their ability to compete against us or
solicit our customers. These restrictive covenants, or some portion of these
restrictive covenants, may be deemed to be against public policy and may not be
fully enforceable. If these provisions are not enforceable, these employees may
be in a position to leave us and work for our competitors or start their own
competing businesses.
WE DEPEND ON THIRD PARTIES FOR IMPORTANT ASPECTS OF OUR BUSINESS OPERATIONS.
We have a hosting contract with Globix Corporation, pursuant to which Globix
operates and maintains the Web servers owned by us in their New York City data
center. Our hosting contract with Globix expired in July 2003 and is currently
being renegotiated. In March 2002, Globix announced that it had filed for
bankruptcy protection as part of its efforts to restructure its debt. The
resulting reorganization plan was confirmed by the United States Bankruptcy
Court in April 2002. To date, Globix provision of services under our contract
has not been affected, but this could change unexpectedly in the future. If
Globix were unable or unwilling to provide these services, we would have to find
a suitable replacement. Our operations could be disrupted while we were in the
process of finding a replacement for Globix and the failure to find a suitable
replacement or to reach an agreement with an alternate provider on terms
acceptable to us could materially adversely affect our business, results of
operations and financial condition.
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WE FACE A RISK OF SYSTEM FAILURE.
Our ability to provide EDGAR content on a real-time basis and technology-based
solutions to our corporate clients depends on the efficient and uninterrupted
operation of our computer and communications hardware and software systems.
Similarly, our ability to track, measure and report the delivery of
advertisements on our site depends on the efficient and uninterrupted operation
of a third-party system provided by Max Worldwide. These systems and operations
are vulnerable to damage or interruption from human error, natural disasters,
terrorist attacks, telecommunication failures, break-ins, sabotage, computer
viruses, intentional acts of vandalism and similar unexpected adverse events.
Any system failure, including network, software or hardware failure, that causes
an interruption in our service or a decrease in responsiveness of our Web sites
could result in reduced traffic, reduced revenue and harm to our reputation,
brand and relations with advertisers.
Our operations depend on our and Globix's ability to protect the systems in the
data centers against damage from fire, power loss, water damage,
telecommunications failure, vandalism and similar unexpected adverse events.
Although our Rockville, Maryland facility and Globix provide comprehensive
facilities management services, including human and technical monitoring of all
production servers 24 hours-per-day, seven days-per-week, neither facility can
guarantee that our Internet access will be uninterrupted, error-free or secure.
Any disruption in the Internet access to our Web sites could materially
adversely affect our business, results of operations and financial condition.
Our insurance policies may not adequately compensate us for any losses that we
may incur because of any failures in our system or interruptions in the delivery
of our services. Our business, results of operations and financial condition
could be materially adversely affected by any event, damage or failure that
interrupts or delays our operations.
THERE ARE RISKS OF INCREASED USERS STRAINING OUR SYSTEMS AND OTHER SYSTEM
MALFUNCTIONS.
In the past, our Web sites and the technology-based solutions we sell to our
corporate customers have experienced significant increases in traffic when there
have been important business or financial news stories and during the seasonal
periods of peak SEC filing activity. In addition, the number of users of our
information and technology-based solutions has continued to increase over time
and we are seeking to further increase the size of our user base and the
frequency with which they use our services. Therefore, our Web sites and
business solutions must accommodate an increasingly high volume of traffic and
deliver frequently updated information. Our Web sites and business solutions
have in the past, and may in the future, experience slower response times or
other problems for a variety of reasons, including hardware and communication
line capacity restraints and software failures. These strains on our system
could cause customer dissatisfaction and could discourage visitors from becoming
paying subscribers. We also depend on the Level I EDGAR feed we purchase in
order to provide SEC filings on a real-time basis. Our Web sites could
experience disruptions or interruptions in service due to the failure or delay
in the transmission or receipt of this information.
These types of occurrences could cause users to perceive our Web sites and
technology solutions as not functioning properly and cause them to use other
methods, including the SEC's Web site or services of our competitors, to obtain
EDGAR-based information and technology solutions.
WE LICENSE THE TERM EDGAR FROM THE SEC AND DEPEND ON OTHER INTELLECTUAL
PROPERTY.
Trademarks and other proprietary rights, principally our proprietary database
technology, are important to our success and our competitive position. The SEC
is the owner of a United States trademark registration covering the use of the
term EDGAR. We have obtained a non-exclusive, royalty-free license from the SEC
to use the term EDGAR in our trademarks, service marks and corporate name. This
license is due to expire in September 2009. Since we have built significant
brand recognition through the use of the term EDGAR in our service offerings,
company name and Web sites, our business, results of operations and financial
condition could be adversely affected if we were to lose the right to use the
term EDGAR in the conduct of our business.
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We seek to protect our trademarks and other proprietary rights by entering into
confidentiality agreements with our employees, consultants and content
distribution partners, and attempting to control access to and distribution of
our proprietary information. Despite our efforts to protect our proprietary
rights from unauthorized use or disclosure, third parties may attempt to
disclose, obtain or use our proprietary information. The precautions we take may
not prevent this type of misappropriation. In addition, our proprietary rights
may not be viable or of value in the future since the validity, enforceability
and scope of protection of proprietary rights in Internet-related industries is
uncertain and still evolving.
Finally, third parties could claim that our database technology infringes their
proprietary rights. Although we have not been subjected to litigation relating
to these types of claims, such claims and any resultant litigation, should it
occur, could subject us to significant liability for damages and could result in
the invalidation of our proprietary rights. Even if we prevail, such litigation
could be time-consuming and expensive, and could result in the diversion of our
time and attention, any of which could materially adversely affect our business,
results of operations and financial condition. Any claims or litigation could
also result in limitations on our ability to use our trademarks and other
intellectual property unless we enter into license or royalty agreements, which
agreements may not be available on commercially reasonable terms, if at all.
WE ARE DEPENDENT ON THE INTERNET INFRASTRUCTURE.
Our future success will depend, in significant part, upon the maintenance of the
various components of the Internet infrastructure, such as a reliable backbone
network with the necessary speed, data capacity and security, and the timely
development of enabling products, such as high-speed modems, which provide
reliable and timely Internet access and services. To the extent that the
Internet continues to experience increased numbers of users, frequency of use or
increased user bandwidth requirements, we cannot be sure that the Internet
infrastructure will continue to be able to support the demands placed on it or
that the performance or reliability of the Internet will not be adversely
affected. Furthermore, the Internet has experienced a variety of outages and
other delays as a result of damage to portions of its infrastructure or
otherwise, and such outages or delays could adversely affect our Web sites and
the Web sites of our co-branded partners, as well as the Internet service
providers and online service providers our customers use to access our services.
In addition, the Internet could lose its viability as a commercial medium due to
delays in the development or adoption of new standards and protocols that can
handle increased levels of activity. We cannot predict whether the
infrastructure and complementary products and services necessary to maintain the
Internet as a viable commercial medium will be developed or maintained.
WE ARE SUBJECT TO UNCERTAIN GOVERNMENT REGULATION AND OTHER LEGAL UNCERTAINTIES
RELATING TO THE INTERNET.
There are currently few laws or regulations that specifically regulate
communications or commerce on the Internet. Any new laws or regulations relating
to the Internet could adversely affect our business. In addition, current laws
and regulations may be applied and new laws and regulations may be adopted in
the future that address issues such as user privacy, pricing, Internet sales
taxation and the characteristics and quality of products and services offered
over the Internet. For example, several telecommunications companies have
petitioned the Federal Communications Commission to regulate Internet service
providers and online service providers in a manner similar to long distance
telephone carriers and to impose access fees on these companies. This could
increase the cost of transmitting data over the Internet, which could increase
our expenses and discourage people from using the Internet to obtain business
and financial information. Moreover, it may take years to determine the extent
to which existing laws relating to issues such as property ownership, libel and
personal privacy are applicable to the Internet.
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WE FACE WEB SECURITY CONCERNS THAT COULD HINDER INTERNET COMMERCE.
Any well-publicized compromise of Internet security could deter more people from
using the Internet or from using it to conduct transactions that involve
transmitting confidential information, such as stock trades or purchases of
goods or services. Because a portion of our revenue is based on individuals
using credit cards to purchase subscriptions over the Internet and a portion
from advertisers who seek to encourage people to use the Internet to purchase
goods or services, our business could be adversely affected by this type of
development. We may also incur significant costs to protect against the threat
of security breaches or to alleviate problems, including potential private and
governmental legal actions, caused by such breaches.
WE COULD FACE LIABILITY AND OTHER COSTS RELATING TO OUR STORAGE AND USE OF
PERSONAL INFORMATION ABOUT OUR USERS.
Our policy is not to willfully disclose any individually identifiable
information about any user to a third party without the user's consent. This
policy statement is available to users of our subscription services when they
initially register. We also alert and seek the consent of registered subscribers
and users to use some of the information that they provide to market them
additional services provided by EDGAR Online or third party providers. Despite
this policy and consent, however, if third persons were able to penetrate our
network security or otherwise misappropriate our users' personal or credit card
information, we could be subject to liability. These could include claims for
unauthorized purchases with credit card information, impersonation or other
similar fraud claims. They could also include claims for other misuses of
personal information such as for unauthorized marketing purposes. These claims
could result in litigation. In addition, the Federal Trade Commission and
several states have been investigating certain Internet companies regarding
their use of personal information. We could incur additional expenses if new
regulations regarding the use of personal information are introduced or if these
regulators chose to investigate our privacy practices.
WE MAY BE LIABLE FOR INFORMATION DISPLAYED ON OUR WEB SITES.
We may be subjected to claims for defamation, negligence, copyright or trademark
infringement, violation of the securities laws or other claims relating to the
information that we publish on our Web sites, which may materially adversely
affect our business. These types of claims have been brought, sometimes
successfully, against online services as well as other print publications in the
past. We could also be subjected to claims based upon the content that is
accessible from our Web sites through links to other Web sites. Our general
liability insurance may not cover these claims and may not be adequate to
protect us against all liabilities that may be imposed.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
INTEREST RATE FLUCTUATIONS
In prior years, we were exposed to market risk primarily through our investments
in available-for-sale investments. Our policy calls for investment in
short-term, low risk investments. As of June 30, 2003, we had no
available-for-sale investments and as a result, any decrease in interest rates
would not have a material effect on our financial statements.
CURRENCY RATE FLUCTUATIONS
Our results of operations, financial position and cash flows are not materially
affected by changes in the relative values of non-U.S. currencies to the U.S.
dollar. We do not use derivative financial instruments to limit our foreign
currency risk exposure.
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ITEM 4. CONTROLS AND PROCEDURES
The Company's management, including the Chief Executive Officer and Chief
Financial Officer, have conducted an evaluation of the effectiveness of the
design and operation of the Company's disclosure controls and procedures
pursuant to Rule 13a-15 under the Securities Exchange Act of 1934 (the "1934
Act") within 90 days prior to the filing date of this quarterly report. Based on
that evaluation, the Company's Chief Executive Officer and Chief Financial
Officer concluded that the Company's disclosure controls and procedures are
effective in ensuring that information required to be disclosed by the Company
in the reports it files or submits under the 1934 Act is recorded, processed,
summarized and reported within the time periods specified in the SEC's rules and
forms.
There have been no significant changes in internal controls, or in other factors
that could significantly affect internal controls, subsequent to the date the
Chief Executive Officer and Chief Financial Officer completed their evaluation.
Notwithstanding the foregoing, there can be no assurance that the Company's
disclosure controls and procedures will detect or uncover all failures of
persons within the Company and its consolidated subsidiaries to disclose
material information otherwise required to be set forth in the Company's
periodic reports.
PART II. OTHER INFORMATION.
ITEM 1. LEGAL PROCEEDINGS.
None.
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.
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ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
a. Exhibits:
Exhibit 31.1 Certification of Chief Executive Officer pursuant Section 302
of the Sarbanes-Oxley Act of 2002
Exhibit 31.2 Certification of Chief Financial Officer pursuant Section 302
of the Sarbanes-Oxley Act of 2002
Exhibit 32.1 Certification of Chief Executive Officer pursuant to Section
906 of the Sarbanes-Oxley Act of 2002
Exhibit 32.2 Certification of Chief Financial Officer pursuant to Section
906 of the Sarbanes-Oxley Act of 2002
b. Reports on Form 8-K:
On May 30, 2003, the Company filed a Report on Form 8-K announcing the
resignation of Bruce Bezpa as a Director of the Company. On May 30, 2003, the
Company filed a Report on Form 8-K/A related to the resignation of Mr. Bezpa.
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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.
EDGAR ONLINE, INC.
(Registrant)
Dated: August 14, 2003 /s/ Susan Strausberg
-----------------------
Susan Strausberg
President and
Chief Executive Officer
Dated: August 14, 2003 /s/ Greg Adams
-----------------------
Greg Adams
Chief Operating Officer and
Chief Financial Officer
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