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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: SEPTEMBER 30, 2004
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. YES [X] NO [ ]
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act). YES [ ] NO [X]
Number of shares of common stock outstanding at November 15, 2004: 22,445,291
shares
EDGAR ONLINE, INC.
FORM 10-Q
FOR THE QUARTERS ENDED SEPTEMBER 30, 2004 AND 2003
INDEX
Page No.
--------
PART I. FINANCIAL INFORMATION
ITEM 1. Financial Statements
Condensed Consolidated Balance Sheets
September 30, 2004 (unaudited) and December 31, 2003 ............................... 3
Condensed Consolidated Statements of Operations
Three and Nine Months Ended September 30, 2004 and 2003 (unaudited)................. 4
Condensed Consolidated Statements of Cash Flows
Nine Months Ended September 30, 2004 and 2003 (unaudited) .......................... 5
Notes to Condensed Consolidated Financial Statements (unaudited).............................. 6
ITEM 2. Management's Discussion and Analysis of Financial Condition and Results of Operations. 8
ITEM 3. Quantitative and Qualitative Disclosures About Market Risk............................ 18
ITEM 4. Controls and Procedures .............................................................. 18
PART II. OTHER INFORMATION
ITEM 1. Legal Proceedings..................................................................... 18
ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds........................... 18
ITEM 3. Defaults Upon Senior Securities....................................................... 18
ITEM 4. Submission of Matters to a Vote of Security Holders................................... 18
ITEM 5. Other Information..................................................................... 18
ITEM 6. Exhibits.............................................................................. 19
Signatures ................................................................................... 20
2
(c) 2004. EDGAR Online, Inc.
PART 1. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS.
EDGAR ONLINE, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS, EXCEPT SHARE DATA)
September 30, 2004
(unaudited) December 31, 2003
----------- ----------------
ASSETS
Cash and cash equivalents .............................................. $ 5,056 $ 3,860
Accounts receivable, less allowance of $239 and $196, respectively ..... 2,235 1,430
Other current assets ................................................... 294 439
-------- --------
Total current assets ......................................... 7,585 5,729
Property and equipment, net ............................................ 1,213 1,477
Goodwill ............................................................... 2,189 2,189
Other intangible assets, net ........................................... 8,247 9,465
Other assets ........................................................... 379 285
-------- --------
Total assets ................................................. $ 19,613 $ 19,145
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Accounts payable and accrued expenses .................................. $ 958 $ 1,061
Deferred revenues ...................................................... 2,752 2,040
Notes payable and accrued interest ..................................... -- 1,926
-------- --------
Total current liabilities .................................... 3,710 5,027
Long term payables ..................................................... 61 103
-------- --------
Total liabilities ............................................ 3,771 5,130
-------- --------
Stockholders' equity:
Preferred stock, $0.01 par value, 1,000,000 shares authorized, no shares
issued or outstanding ........................................ -- --
Common stock, $0.01 par value, 30,000,000 shares authorized,
22,637,365 shares issued and 22,442,290 shares outstanding at
September 30, 2004 and 17,187,365 shares issued and 16,992,290
shares outstanding at December 31, 2003 ...................... 226 172
Additional paid-in capital ............................................. 62,455 58,319
Accumulated deficit .................................................... (46,507) (44,144)
Less: Treasury stock, at cost, 195,075 shares at September 30, 2004
and December 31, 2003 ........................................ (332) (332)
-------- --------
Total stockholders' equity ................................... 15,842 14,015
-------- --------
Total liabilities and stockholders' equity ................... $ 19,613 $ 19,145
======== ========
See accompanying notes to condensed consolidated financial statements.
3
(c) 2004. EDGAR Online, Inc.
EDGAR ONLINE, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(IN THOUSANDS, EXCEPT PER SHARE DATA)
(UNAUDITED)
Three Months Ended Nine Months Ended
September 30, September 30,
----------------------- -----------------------
2004 2003 2004 2003
-------- -------- -------- --------
Revenues:
Seat-based subscriptions ................. $ 1,775 $ 1,502 $ 5,095 $ 4,410
Data sales ............................... 1,145 1,169 3,402 3,662
Technical services ....................... 204 423 617 2,458
Advertising and e-commerce ............... 113 207 506 601
-------- -------- -------- --------
Total revenues ................................. 3,237 3,301 9,620 11,131
Cost of revenues ............................... 450 510 1,419 1,561
-------- -------- -------- --------
Gross profit ................................... 2,787 2,791 8,201 9,570
-------- -------- -------- --------
Operating expenses:
Sales and marketing ...................... 632 529 1,876 1,625
Development............................... 369 388 1,135 1,316
General and administrative ............... 1,966 1,746 5,832 5,446
Restructuring and severance charges ...... -- -- -- 784
Depreciation and amortization ............ 556 620 1,744 1,907
-------- -------- -------- --------
3,523 3,283 10,587 11,078
-------- -------- -------- --------
Loss from operations .............. (736) (492) (2,386) (1,508)
Interest and other income (expense), net ....... 16 (27) 23 (104)
-------- -------- -------- --------
Net loss........................... $ (720) $ (519) $ (2,363) $ (1,612)
======== ======== ======== ========
Weighted average shares outstanding - basic and
diluted....................................... 22,442 16,915 19,528 16,966
Net loss per share - basic and diluted.......... $ (0.03) $ (0.03) $ (0.12) $ (0.10)
See accompanying notes to condensed consolidated financial statements.
4
(c) 2004. EDGAR Online, Inc.
EDGAR ONLINE, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
(UNAUDITED)
Nine Months Ended
September 30,
---------------------
2004 2003
------- -------
Cash flows from operating activities:
Net loss ...................................................... $(2,363) $(1,612)
Adjustments to reconcile net loss to net cash
(used in) provided by operating activities:
Depreciation ............................................... 526 638
Amortization of intangibles ................................ 1,218 1,269
Amortization of financing costs ............................ -- 16
Changes in assets and liabilities:
Accounts receivable ................................... (805) 477
Other assets, net ..................................... 51 67
Accounts payable and accrued expenses ................. (103) (414)
Deferred revenues ..................................... 712 358
Accrued interest ...................................... (26) (25)
Long term payables .................................... (42) 214
------- -------
Total adjustments ................................. 1,531 2,600
------- -------
Net cash (used in) provided by operating activities (832) 988
------- -------
Cash used in investing activities:
Purchases of property and equipment ........................... (262) (435)
------- -------
Net cash used in investing activities ............. (262) (435)
------- -------
Cash flows from financing activities:
Net proceeds from issuances of common stock and warrants ...... 4,190 --
Proceeds from exercise of stock options ....................... -- 59
Principal payments on notes payable ........................... (1,900) (1,900)
Principal payments on capital lease obligations ............... -- (7)
------- -------
Net cash provided by (used in) financing activities 2,290 (1,848)
------- -------
Net change in cash and cash equivalents ............................. 1,196 (1,295)
Cash and cash equivalents at beginning of period .................... 3,860 5,550
------- -------
Cash and cash equivalents at end of period .......................... $ 5,056 $ 4,255
======= =======
Supplemental disclosure of cash flow information:
Cash paid for interest ........................................ $ 26 $ 171
See accompanying notes to condensed consolidated financial statements.
5
(c) 2004. EDGAR Online, Inc.
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. The Company is a leading provider of value-added
global business and financial information. The Company makes financial
information and a variety of analysis tools available via online subscriptions
and licensing agreements to professionals in financial institutions,
corporations and law firms.
The Company has a history of operating losses and has experienced a reduction in
revenues in the three and nine months ended September 30, 2004, as well as in
the year ended December 31, 2003. The Company believes that its existing capital
resources, cash expected to be generated from operations and cash generated from
the sale of its securities from the completion of a public offering in June 2004
which raised $4,190,000 in net proceeds, will be sufficient to meet its
anticipated cash requirements for working capital and capital expenditures
through at least September 30, 2005. 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 September 30,
2004 and for the three and nine months ended September 30, 2004 and 2003
included herein, have been prepared in accordance with the instructions for Form
10-Q under the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
and Article 10 of Regulation S-X under the Exchange Act. 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 the Company, 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 September 30, 2004, the results of its operations for the three and nine
months ended September 30, 2004 and 2003, and its cash flows for the nine months
ended September 30, 2004 and 2003. The results for the three and nine months
ended September 30, 2004 are not necessarily indicative of the expected results
for the full 2004 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, 2003, filed with the SEC in March 2004.
The preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires the Company 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.
(2) RESTRUCTURING AND SEVERANCE COSTS
In the first quarter of 2003, the Company effected a 17% workforce reduction (16
employees) 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 released him from any further obligations to perform services as
an employee of the Company. The Company accrued $783,600 of severance costs
related to these actions in addition to $157,511 previously recorded amounts due
to the departure of the former President and Chief Operating Officer. The
Company has paid $747,167 in severance costs through September 30, 2004. At
September 30, 2004, $132,972 of the remaining severance obligation is included
in accrued expenses and $60,972 is included in long-term payables. The Company
does not expect to incur additional costs in relation to these actions.
6
(c) 2004. EDGAR Online, Inc.
(3) LOSS PER SHARE
Loss per share is presented in accordance with the provisions of SFAS No. 128,
"Earnings Per Share," and SEC Staff Accounting Bulletin No. 98. Under SFAS No.
128, basic earnings per share 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
earning per share 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.
Diluted loss per share has not been presented separately as the outstanding
stock options and warrants are anti-dilutive for each of the periods presented.
At September 30, 2004 and 2003, the number of options outstanding were 2,702,797
and 2,729,918, respectively. At September 2004 and 2003, the number of warrants
outstanding were 4,072,631 and 757,966, respectively.
(4) 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 No. 123. As permitted under SFAS No. 148, the Company has
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 2005. The Company will continue to
monitor their progress on the issuance of this standard as well as evaluate its
position with respect to current guidance.
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 nine months ended September 30, 2004 and 2003 would have been
as follows:
Three Months Ended Nine Months Ended
September 30, September 30,
------------------- ---------------------
2004 2003 2004 2003
------ ------ ------- -------
Net loss - as reported ................ $ (720) $ (519) $(2,363) $(1,612)
Compensation expense related to options-
fair value method ...................... (164) (331) (553) (1,151)
------ ------ ------- -------
Net loss - pro forma ................... $ (884) $ (850) $(2,916) $(2,763)
====== ====== ======= =======
Basic and diluted net income/ (loss) per
share - as reported .................. $(0.03) $(0.03) $ (0.12) $ (0.10)
Basic and diluted net loss per
share - pro forma .................... $(0.04) $(0.05) $ (0.15) $ (0.16)
(5) SALE OF COMMON STOCK AND WARRANTS
In June 2004, the Company sold 2,500,000 units for $2.00 per unit in a public
offering. Each unit consisted of two shares of common stock and one warrant to
purchase one share of common stock. The warrants, which are separately traded,
have an exercise price of $1.50 and are exercisable until May 29, 2009.
Beginning November 26, 2004, the Company may redeem some or all of the warrants
at a price of $0.25 per warrant after the closing price for the Company's stock
equals or exceeds $2.00 per share for any five consecutive trading days by
giving certain notice to the then warrant holders. An additional 375,000 units
were sold to cover over-allotments. Of the 750,000 shares included in these
units, 300,000 were offered by a selling stockholder and no related proceeds
were received by the Company. Net proceeds of $4.2 million were received in
connection with this sale.
7
(c) 2004. EDGAR Online, Inc.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
OVERVIEW
We are a a leading provider of value-added global business and financial
information. We make financial information and a variety of analysis tools
available via online subscriptions and licensing agreements to professionals in
financial institutions, corporations and law firms.
Our current products and services include the following:
Subscription Services. Our subscription services include our premier product,
EDGAR Online Pro and our mid-tiered product, EDGAR Online Access. Subscribers to
our services include Moody's Investors Service, UBS Warburg and Bank of America.
Digital Data Feeds. Through EDGAR Online Explorer, we license services that
integrate our products into our customers' existing applications. We provide one
or more of our digital feeds to companies such as Dun & Bradstreet, Reuters,
Standard & Poor's, and Yahoo! Finance.
Other Services. We provide technical and consulting services for the Nasdaq
stock market, as well as ancillary advertising and e-commerce services to
various websites.
CRITICAL ACCOUNTING POLICIES
There have been no material changes in our critical accounting policies and
estimates from those disclosed in Item 7 of our Annual Report on Form 10-K for
the year ended December 31, 2003.
RESULTS OF OPERATIONS
The following table sets forth the percentage relationships of certain items
from our Condensed Consolidated Statements of Operations as a percentage of
total revenue.
THREE MONTHS NINE MONTHS
ENDED ENDED
SEPTEMBER 30, SEPTEMBER 30,
--------------- ---------------
2004 2003 2004 2003
---- ---- ---- ----
Total revenues ..................... 100% 100% 100% 100%
Cost of revenues ................... 14 15 15 14
--- --- --- ---
Gross profit ....................... 86 85 85 86
Operating expenses:
Sales and marketing .............. 20 16 19 15
Development ...................... 11 12 12 12
General and administrative ....... 61 53 61 49
Restructuring and severance charges -- -- -- 7
Depreciation and amortization .... 17 19 18 17
--- --- --- ---
Loss from operations ............... (23) (15) (25) (14)
Interest and other, net ............ 1 (1) -- (1)
--- --- --- ---
Net loss ........................... (22)% (16)% (25)% (15)%
=== === === ===
8
(c) 2004. EDGAR Online, Inc.
REVENUES
Total revenues for the three months ended September 30, 2004 decreased 2% to
$3.2 million from $3.3 million for the three months ended September 30, 2003.
The net decrease in revenues is primarily attributable to a $219,000, or 52%,
decrease in technical services revenues and a $94,000, or 45%, decrease in
e-commerce and other revenue which were partially offset by a $273,000, or 18%,
increase in seat-based subscriptions. Total revenues for the nine months ended
September 30, 2004 decreased 14% to $9.6 million, from $11.1 million for the
nine months ended September 30, 2003. The net decrease in revenues is primarily
attributable to a $1.8 million, or 75%, decrease in technical services revenues,
a $260,000, or 7%, decrease in data sales and a $95,000, or 16%, decrease in
e-commerce and other revenues which were partially offset by a $685,000, or 16%,
increase in seat-based subscriptions.
SEAT-BASED SUBSCRIPTIONS
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
---------------------- ----------------------
2004 2003 2004 2003
-------- -------- -------- --------
Revenues (in $000s) $ 1,775 $ 1,502 $ 5,095 $ 4,410
Percentage of total revenue 55% 46% 53% 40%
Number of subscribers at September 30 23,750 23,750 23,750 23,750
Average annual price per subscriber $ 299 $ 253 $ 286 $ 248
The increase in seat-based subscription revenue for the three and nine months
ended September 30, 2004 is primarily due to an increase in the average price
per subscriber. Based on our review of revised subscriber statistics, since
September 2003, the number of subscribers to our premium product, EDGAR Online
Pro, increased by 900. In late 2003 and early 2004, we expanded our telesales
and account management personnel in order to sell EDGAR Online Pro to new
customers, reduce cancellations and capitalize on our strategic relationships.
With an expanded sales team, we expect to continue to increase seat-based
subscription revenues and our average price per subscriber.
DATA SALES
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
---------------------- ----------------------
2004 2003 2004 2003
-------- -------- -------- --------
Revenues (in $000s) $ 1,145 $ 1,169 $ 3,402 $ 3,662
Percentage of total revenue 35% 35% 35% 33%
Number of contracts at September 30 200 215 200 215
Average annual price per contract $ 22,900 $ 21,749 $ 22,680 $ 22,710
Data sales have decreased due to a decrease in the overall number of contracts
as well as a reduction in billings to certain data customers. For the three
months ended September 30, 2004, this decrease was offset by an increase in the
average annual price per contract.
9
(c) 2004. EDGAR Online, Inc.
TECHNICAL SERVICES
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
---------------------- ----------------------
2004 2003 2004 2003
-------- -------- -------- --------
Revenues (in $000s) $ 204 $ 423 $ 617 $ 2,458
Percentage of total revenue 6% 13% 7% 22%
The decrease in technical services revenue is due to decreases in the services
provided to Nasdaq, the sole client to which we provide technical services. In
May 2003, the Nasdaq-Online.com website that we previously hosted in our
Rockville, Maryland facility was removed from our data center and into Nasdaq's
facility, significantly reducing our technical services revenue during the
second half of 2003. In 2004, Nasdaq further reduced their technical services
contract. We expect technical services revenue from Nasdaq will continue to be
approximately $200,000 per quarter.
ADVERTISING AND E-COMMERCE
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
---------------------- --------------------
2004 2003 2004 2003
-------- -------- -------- -------
Revenues (in $000s) $ 113 $ 207 $ 506 $ 601
Percentage of total revenue 4% 6% 5% 5%
The decrease in advertising and e-commerce revenues is primarily due to a
decrease in advertising impressions and rates as well as certain e-commerce
revenues.
COST OF REVENUES
Cost of revenues consists primarily of fees paid to acquire the Level I EDGAR
database feed from the SEC, content feeds, salaries and benefits of operations
employees and the costs associated with our computer equipment and
communications lines used in conjunction with our websites. 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 for the three months ended September 30, 2004 decreased
$60,000, or 12%, to $450,000 from $510,000 for the three months ended September
30, 2003. The decrease in cost of revenues is primarily attributable to a
decrease in the cost and number of content feeds and communications lines and a
decrease in barter advertising. Total cost of revenues for the nine months ended
September 30, 2004 decreased $142,000, or 9%, to $1.4 million from $1.6 million
for the nine months ended September 30, 2003. The decrease in cost of revenues
is primarily attributable to a decrease in the cost and number of content feeds
and communications lines, as well as the workforce reduction effected in the
first quarter of 2003.
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 for the three months
ended September 30, 2004 increased $103,000, or 19%, to $632,000 from $529,000
for the three months ended September 30, 2003, due to expenditures required to
increase our sales force as well as outside consulting fees. Sales and marketing
expenses for the nine months ended September 30, 2004 increased $251,000, or
15%, to $1.9 million from $1.6 million for the nine months ended September 30,
2003, due to expenditures required to increase our sales force as well as
outside consulting fees.
10
(c) 2004. EDGAR Online, Inc.
Development. Development expenses for the three months ended September 30, 2004
decreased $19,000, or 5%, to $369,000 from $388,000 for the three months ended
September 30, 2003. The decrease in development expenses is primarily due to a
decrease in payroll costs. Development expenses for the nine months ended
September 30, 2004 decreased $181,000, or 14%, to $1.1 million from $1.3 million
for the nine months ended September 30, 2003. The decrease in development
expenses is primarily due to the workforce reduction effected in the first
quarter of 2003.
General and Administrative. General and administrative expenses consist
primarily of salaries and benefits, insurance, fees for professional services,
general corporate expenses and facility expenses. General and administrative
expenses for the three months ended September 30, 2004 increased $220,000, or
13%, to $2.0 million from $1.7 million for the three months ended September 30,
2003. General and administrative expenses for the nine months ended September
30, 2004 increased $386,000, or 7%, to $5.8 million from $5.4 million for the
nine months ended September 30, 2003. The increase was primarily due to the
addition of a Chief Technology Officer and professional fees.
Restructuring and Severance Charges. In the first quarter of 2003, we effected a
17% workforce reduction in response to an expected decline in Nasdaq revenues in
the second half of 2003. In addition, we negotiated payments under a separation
and release agreement with our former President and Chief Operating Officer. We
accrued $784,000 of related severance costs in the first quarter of 2003.
Depreciation and Amortization. Depreciation and amortization expenses include
the depreciation of property and equipment and the amortization of definitive
lived intangible assets. Depreciation and amortization for the three months
ended September 30, 2004 decreased $64,000, or 10%, to $556,000 from $620,000
for the three months ended September 30, 2003. Depreciation and amortization for
the nine months ended September 30, 2004 decreased $163,000, or 9%, to $1.7
million from $1.9 million for the nine months ended September 30, 2003. The
decreases are due to several fixed assets becoming fully depreciated as well as
the full amortization of the identifiable intangible assets related to our
acquisition of FreeEDGAR in 1999.
LIQUIDITY AND CAPITAL RESOURCES
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 while maintaining stringent cost
controls.
Net cash used in operating activities was $832,000 for the nine months ended
September 30, 2004, a decrease from net cash provided from operating activities
of $988,000 for the nine months ended September 30, 2003. This is primarily due
to an increase in accounts receivable resulting from, among other things, price
increases for our services implemented in December 2003 and a greater portion of
our revenue being billed on an annual basis, as well as an increase in our loss
from operations related to the decrease in technical services revenue and
additional expenditures to increase our sales efforts.
Capital expenditures, primarily for computers and equipment, totaled $262,000
for the nine months ended September 30, 2004 and $435,000 for the nine months
ended September 30, 2003. The purchases were made to support our expansion and
increased infrastructure.
In May 2004, the Company sold 2,500,000 units for $2.00 per unit in a public
offering. Each unit consisted of two shares of common stock and one warrant to
purchase one share of common stock. The warrants, which are separately traded,
have an exercise price of $1.50 and are exercisable until May 29, 2009.
Beginning November 26, 2004, the Company may redeem some or all of the warrants
at a price of $0.25 per warrant after the closing price for the Company's stock
equals or exceeds $2.00 per share for any five consecutive trading days by
giving certain notice to the then warrant holders. An additional 375,000 units
were sold to cover over-allotments. Of the 750,000 shares included in these
units, 300,000 were offered by a selling stockholder and no related proceeds
were received by the Company. Net proceeds of approximately $4.2 million were
received in connection with this sale.
On March 28, 2003, we entered into a Separation and Release Agreement with Tom
Vos, our former President and Chief Operating Officer. Under the agreement, we
were required to make payments to Mr. Vos of $340,000 in 2003, $170,000 in 2004,
and $42,000 in either 2005 or 2006. We have also paid or are obligated to 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
11
(c) 2004. EDGAR Online, Inc.
2005. On March 31, 2003, we affected a plan to align our cost structure with
current business conditions. These conditions included an anticipated reduction
in technical services revenues related to the Nasdaq contract, which began in
the second half of 2003. The plan entailed a reduction in workforce of 17%,
which was effected in March 2003. We incurred severance charges of $784,000 in
the quarter ended March 31, 2003 associated with the work force reduction and
the Separation and Release Agreement with Mr. Vos.
In connection with our acquisition of Financial Insight Systems, Inc. in October
2000, we issued $6,000,000 in promissory notes to the former owners of Financial
Insight Systems. The notes were originally scheduled to mature on October 27,
2002. In March 2002, we extended the maturity date of the notes such that the
holders of $5,700,000 in principal amount of the notes agreed to amend and
restate their notes to provide for, among other things, the following schedule
of principal payments: $1,900,000 on April 1, 2002, $1,900,000 on April 1, 2003
and $1,900,000 on January 2, 2004. All payments have been made and no further
obligations remain under these notes.
At September 30, 2004, we had cash and cash equivalents on hand of $5.1 million
which include a certificate of deposit (CD) for $1,000,000 at 1.57% with a 181
day term and a CD for $2,000,000 at 2.10% with a 365 day term. 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 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.
Our future contractual obligations at September 30, 2004, in thousands, were as
follows:
2004 2005 2006 2007 TOTAL
------ ------ ------ ------ ------
Operating leases ........ $ 209 $ 730 $ 313 $ 56 $1,308
Severance payments ...... 91 103 -- -- 194
------ ------ ------ ------ ------
$ 300 $ 833 $ 313 $ 56 $1,502
We intend to fund these obligations from our cash on hand at September 30, 2004.
12
(c) 2004. EDGAR Online, Inc.
RISK FACTORS
The condensed consolidated financial statements and notes thereto included in
this report and the related discussion describe and analyze our financial
performance and condition for the periods indicated. For the most part, this
information is historical. Our prior results, however, are not necessarily
indicative of our future performance or financial condition. We, therefore, have
included the following discussion of certain factors which could affect our
future performance or financial condition. These factors could cause our future
performance or financial condition to differ materially from its prior
performance or financial condition or from management's expectations or
estimates of our future performance or financial condition. These factors, among
others, should be considered in assessing our future prospects and prior to
making an investment decision with respect to our stock.
WE HAVE A HISTORY OF LOSSES AND WE EXPECT TO INCUR LOSSES FOR THE FORESEEABLE
FUTURE. IF WE ARE UNABLE TO ACHIEVE PROFITABILITY, OUR BUSINESS WILL SUFFER AND
OUR STOCK PRICE IS LIKELY TO DECLINE.
We have never operated at a yearly profit and we anticipate incurring a loss in
2004, and may incur additional losses in 2005. At September 30, 2004, we had an
accumulated deficit of $46.5 million. As a result, we will need to increase our
revenues significantly to achieve and sustain profitability. If revenues grow
more slowly than we anticipate, or if operating expenses exceed our expectations
or cannot be adjusted accordingly, we may incur further losses in the future. We
cannot assure you that we will be able to achieve or sustain profitability.
OUR REVENUES HAVE BEEN DECREASING. IF WE FAIL TO INCREASE REVENUES, WE WILL NOT
ACHIEVE OR MAINTAIN PROFITABILITY.
Our revenues decreased from approximately $17.1 million in 2001, to
approximately $16.2 million in 2002 to approximately $14.3 million in 2003.
Revenues for the nine months ended September 30, 2004 totaled $9.6 million, a
decrease of 14% from revenues of $11.1 million in the nine months ended
September 30, 2003. We do not anticipate any significant revenue increase in
2004. To achieve profitability, we will need to increase revenues substantially
through implementation of our growth strategy and/or reduce expenses
significantly. We cannot assure you that our revenues will grow or that we will
achieve or maintain profitability in the future.
WE HAVE RECORDED IMPAIRMENT CHARGES IN CONNECTION WITH PRIOR ACQUISITIONS AND
MAY RECORD FURTHER IMPAIRMENT CHARGES IN THE FUTURE, WHICH COULD FURTHER DELAY
OUR PROFITABILITY.
Our losses in the last three years are due, in part, to impairment charges
relating to acquisitions we made in 1999 and 2000. Over the last four years, we
have written down an aggregate of $15.5 million of goodwill and intangible
assets relating to these acquisitions. We are required to test goodwill 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. Annual reviews may result in future periodic impairments that could have
a material adverse effect on the results of operations in the period recognized.
NASDAQ ACCOUNTS FOR A SIGNIFICANT PERCENTAGE OF OUR TOTAL REVENUE. HOWEVER, OUR
NASDAQ-RELATED REVENUE HAS BEEN DECREASING OVER THE LAST FEW YEARS AND WE EXPECT
THAT THIS TREND WILL CONTINUE.
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 under our
agreements with Nasdaq. Sales to Nasdaq accounted for 14% and 30% of our
revenues for the nine months ended September 30, 2004 and 2003, respectively. We
expect that Nasdaq will continue to be a significant customer, but that revenues
from Nasdaq will continue to decline. The loss of a significant customer such as
Nasdaq would have a material adverse effect on our attempt to achieve
profitability.
IF WE CANNOT GENERATE NEW SUBSCRIBERS, WE MAY NOT ACHIEVE PROFITABILITY.
To increase our revenues and achieve profitability, we must increase our
subscriber base significantly. We generate most of our leads for new subscribers
from our websites and through our content distribution relationships from such
13
(c) 2004. EDGAR Online, Inc.
websites as Yahoo! and Terra Lycos. These leads must be converted into
subscriptions for one or more of our products and services at a rate higher than
what we have been able to achieve so far. If we fail to do so, we may not
achieve profitability.
THE TIMELINESS OF ACCEPTANCE OF XBRL IS UNCERTAIN AND ITS FAILURE TO GROW COULD
ADVERSELY AFFECT THE GROWTH OF OUR BUSINESS.
We believe our future growth depends, in part, on the adoption of the new
eXtensible Business Reporting Language ("XBRL") data standard. In particular, we
believe that our initiative with the EDGAR Online XBRL Tool may provide us with
a new source of subscribers. We are currently building a commercial version of
the XBRL Tool. This Tool is designed solely for analyzing documents that have
been formatted in XBRL and for use exclusively with the Microsoft Office System.
Since the EDGAR Online XBRL Tool is based on a new reporting language data
standard, it is difficult to predict the demand, timing and rate of market
adoption of this standard. As a result, our business and prospects could be
affected if XBRL is not quickly and widely adopted.
OUR FUTURE SUCCESS DEPENDS, IN PART, ON FURTHER DEVELOPING OUR INITIATIVES
THROUGH THE MICROSOFT OFFICE SYSTEM. FAILURE TO DO SO MAY IMPAIR OUR ABILITY TO
GROW AND BECOME PROFITABLE.
In November 2003, we reached a non-binding Memorandum of Understanding with
Microsoft Corp. under which we will provide public company data for the
Microsoft Office Tool for XBRL. The prototype version for the Microsoft Office
Tool for XBRL was released late in May 2004. To date, this prototype version has
not yet been commercially developed and no assurance can be given that a
commercial version will ever be released. We do not have a long-term exclusive
contract with Microsoft. We cannot assure you that this initiative will be
successful. If this initiative is not successful we may not be able to increase
our revenues and achieve profitability in the short-term.
THE INDUSTRY IN WHICH WE OPERATE IS HIGHLY COMPETITIVE AND HAS LOW BARRIERS TO
ENTRY. INCREASED COMPETITION WOULD MAKE PROFITABILITY EVEN MORE DIFFICULT TO
ACHIEVE.
We compete with many providers of business and financial information including
Bloomberg, Capital IQ, Dun & Bradstreet, Global Securities Information, Reuters,
Standard & Poor's, Thomson Financial, 10-K Wizard, MSN and Yahoo! Our industry
is characterized by low barriers to entry, rapidly changing technology, evolving
industry standards, frequent new product and service introductions and changing
customer demands. Many of our existing competitors have longer operating
histories, name recognition, larger customer bases and significantly greater
financial, technical and marketing resources than we do. Current competitors or
new market entrants could introduce products with features that may render our
products and services obsolete or uncompetitive. To be competitive and to serve
our customers effectively, we must respond on a timely and cost-efficient basis
to changes in technology, industry standards and customer preferences. The cost
to modify our products, services or infrastructure in order to adapt to these
changes could be substantial and we cannot assure you that we will have the
financial resources to fund these expenses. Increased competition could result
in reduced operating margins, as well as a loss of market share and brand
recognition. If these events occur, they could have a material adverse effect on
our revenue.
FUTURE ENHANCEMENTS TO THE SEC'S EDGAR SYSTEM MAY ERODE DEMAND FOR OUR SERVICES
AND OUR REVENUES MAY SUFFER AS A RESULT.
Our future success will depend on our ability to continue to provide value-added
services that distinguish our products from the type of EDGAR-information
available from the SEC on its website. The SEC currently provides free access on
its website to raw EDGAR filings on a real-time basis. If the SEC were to make
other changes to its website such as providing value-added services comparable
to those provided by us, our results of operations and financial condition would
be materially and adversely affected. Additionally, if the SEC were to enhance
or upgrade services available on its website or the EDGAR filing system, we
would need to tailor our products and services to be compatible with these new
architectures or technologies, which would increase costs. If we are unable to
do this, there may be a reduction in demand for our products and services and
our revenues may suffer as a result.
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(c) 2004. EDGAR Online, Inc.
OUR BUSINESS COULD BE ADVERSELY AFFECTED BY ANY ADVERSE ECONOMIC DEVELOPMENTS IN
THE FINANCIAL SERVICES INDUSTRY AND/OR THE ECONOMY IN GENERAL.
We depend on the continued demand for the distribution of business and financial
information. Therefore, our business is susceptible to downturns in the
financial services industry and the economy in general. Our 2003 and 2004
results of operations reflect, in part, the effects of the slowdown in our
markets, which have only recently begun to improve. 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. Any
significant downturn in the market or in general economic conditions would
likely hurt our business.
IF WE FAIL TO DEVELOP AND INTRODUCE NEW PRODUCTS AND SERVICES, OUR SALES AND
COMPETITIVE POSITION WILL SUFFER.
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 continue to enhance our existing services and
develop and add new services by introducing products and services embodying new
technologies, such as XBRL, to address our customers' changing demands in a
timely and cost effective manner. 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. If we are not successful in developing and marketing
enhancements to our existing products and services or our products and services
do not incorporate new technology on a timely basis, we may become less
competitive and our revenues may suffer as a result.
FUTURE ACQUISITIONS AND BUSINESS COMBINATIONS THAT WE CONSUMMATE MAY BE
DIFFICULT TO INTEGRATE, DISRUPT OUR BUSINESS, DILUTE STOCKHOLDER VALUE OR DIVERT
MANAGEMENT ATTENTION.
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. We may have to
issue debt or equity securities to pay for future acquisitions, which could be
dilutive to our then current stockholders. No specific transactions are pending
at the current time and we cannot assure you that we will consummate any
transactions in the future. However, these transactions create risks, such as:
- - difficulty assimilating the operations, technology and personnel of the
combined companies;
- - disrupting our ongoing business;
- - problems retaining key technical and managerial personnel;
- - additional operating losses and expenses of acquired businesses; and
- - impairment of relationships with existing employees, customers and business
partners.
Any of the events described in the foregoing paragraph could have an adverse
effect on our business, financial condition and results of operations and could
cause the price of our common stock to decline.
WE DEPEND ON KEY PERSONNEL, THE LOSS OF WHOM COULD THREATEN OUR ABILITY TO
OPERATE OUR BUSINESS SUCCESSFULLY.
Our future success will depend to a significant extent on the continued services
of our senior management and other key personnel, particularly Susan Strausberg,
our Chief Executive Officer, President and Secretary, Greg D. Adams,
15
(c) 2004. EDGAR Online, Inc.
our Chief Financial Officer and Chief Operating Officer, Marc Strausberg, our
Chairman, and Stefan Chopin, our Chief Technology Officer, all of whom are
parties to written employment agreements. The loss of the services of any of
them, or the services of 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
qualified 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 MAY ENCOUNTER RISKS RELATING TO SECURITY OR OTHER SYSTEM DISRUPTIONS AND
FAILURES THAT COULD REDUCE THE ATTRACTIVENESS OF OUR SITES AND THAT COULD HARM
OUR BUSINESS.
Although we have implemented in our products various security mechanisms, our
business is vulnerable to computer viruses, physical or electronic break-ins and
similar disruptions, which could lead to interruptions, delays or loss of data.
For instance, 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 these break-ins or
disruptions. Additionally, our operations depend on our ability to protect
systems against damage from fire, earthquakes, power loss, telecommunications
failure, and other events beyond our control. Moreover, our websites 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, software failures or during
significant increases in traffic when there have been important business or
financial news stories and during the seasonal periods of peak SEC filing
activity. These strains on our system could cause customer dissatisfaction and
could discourage visitors from becoming paying subscribers. Although we have
redundant feeds to our facilities, we also depend on the Level I EDGAR feed we
purchase in order to provide SEC filings on a real-time basis. Our websites
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 websites and technology solutions
as not functioning properly and cause them to use other methods or services of
our competitors. Any disruption resulting from these actions may harm our
business and may be very expensive to remedy, may not be fully covered by our
insurance and could damage our reputation and discourage new and existing users
from using our products and services. Any disruptions could increase costs and
make profitability even more difficult to achieve.
IF WE FAIL TO SECURE OR PROTECT OUR PROPRIETARY RIGHTS, COMPETITORS MAY BE ABLE
TO USE OUR TECHNOLOGIES, WHICH COULD WEAKEN OUR COMPETITIVE POSITION, REDUCE OUR
REVENUE OR INCREASE OUR COSTS.
Our trademarks and other proprietary rights, principally our proprietary
database technology, are essential to our success and our competitive position.
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. We also believe that factors such as the
technological and creative skills of our personnel, new product developments,
frequent product enhancements, name recognition, and reliable product
maintenance are essential to establishing and maintaining a technology
leadership position. 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. We have not, however, relied on a combination of copyright, trade secret
and trademark laws in order to protect our proprietary rights.
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. Additionally, third parties could claim that our database technology
infringes their proprietary rights.
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(c) 2004. EDGAR Online, Inc.
Claims of this sort and any resultant litigation, should it occur, could result
in us being liable for damages and could result in our proprietary rights being
invalidated. Even if we prevail, litigation could be time-consuming and
expensive, and could divert the time and attention of management, 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.
LEGAL UNCERTAINTIES AND GOVERNMENT REGULATION OF THE INTERNET COULD ADVERSELY
AFFECT OUR BUSINESS.
Many legal questions relating to the Internet remain unclear and these areas of
uncertainty may be resolved in ways that damage our business. It may take years
to determine whether and how existing laws governing matters such as
intellectual property, privacy, libel and taxation apply to the Internet. In
addition, new laws and regulations that apply directly to Internet
communications, commerce and advertising are becoming more prevalent. As the use
of the Internet grows, there may be calls for further regulation, such as more
stringent consumer protection laws.
These possibilities could affect our business adversely in a number of ways. New
regulations could make the Internet less attractive to users, resulting in
slower growth in its use and acceptance than is expected. We may be affected
indirectly by legislation that fundamentally alters the practicality or
cost-effectiveness of utilizing the Internet, including the cost of transmitting
over various forms of network architecture, such as telephone networks or cable
systems, or the imposition of various forms of taxation on Internet-related
activities. Complying with new regulations could result in additional cost to
us, which could reduce our profit margins or leave us at risk of potentially
costly legal action.
WE COULD FACE LIABILITY AND OTHER COSTS RELATING TO OUR STORAGE AND USE OF
PERSONAL INFORMATION ABOUT OUR USERS.
Users provide us with personal information, including credit card information,
that we do not share without the user's consent. Despite this policy of
obtaining 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, including claims for unauthorized
purchases with credit card information, impersonation or other similar fraud
claims, and misuses of personal information, such as for unauthorized marketing
purposes. New privacy legislation may further increase this type of liability.
California, for example, recently passed a privacy law that would apply to a
security breach that affects unencrypted, computerized personal information of a
California resident. Furthermore, we could incur additional expenses if
additional regulations regarding the use of personal information were introduced
or if federal or state agencies were to investigate our privacy practices.
OUR COMMON STOCK COULD BE DELISTED FROM THE NASDAQ NATIONAL MARKET, WHICH WOULD
MAKE TRADING IN OUR STOCK MORE DIFFICULT.
At various times during the period from February 2003 through October 2004, the
closing bid price of our common stock was below $1.00. 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 National Market and would risk the delisting
of our shares from Nasdaq. On August 27, 2004, we received a letter from Nasdaq
indicating that we were not in compliance with the minimum bid price
requirement. By October 19, 2004, however, we demonstrated full compliance with
this requirement. However, even if the minimum per share bid price of our common
stock is maintained, we must also satisfy other listing requirements of the
Nasdaq National Market, such as maintaining equity of at least $10 million. If
we fail to satisfy any of the maintenance requirements, our common stock could
be delisted from the Nasdaq National Market. In that event we could apply to
list our shares with the Nasdaq SmallCap Market or, if we fail to satisfy the
maintenance requirements of the Nasdaq SmallCap Market, we would list our shares
on the Over the Counter Bulletin Board. Either option 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.
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 and subject to wide fluctuations. Over the past 52-week period, the
highest closing sales price of our common stock has been $2.04 and
17
(c) 2004. EDGAR Online, Inc.
the lowest closing sales price of our common stock has been $0.71. In recent
years, the stock market has experienced significant price and volume
fluctuations, which has impacted the market prices of equity securities and
viability of many small-cap 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.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
There have been no material changes in our exposure to market risk from that
disclosed in Item 7A of our Annual Report on Form 10-K for the year ended
December 31, 2003.
ITEM 4. CONTROLS AND PROCEDURES
We, including our Chief Executive Officer and Chief Financial Officer, have
conducted an evaluation of the effectiveness of the design and operation of our
disclosure controls and procedures pursuant to Rule 13a-15 and Rule 15d-15 under
the Exchange Act as of the end of the period covered by this report. Based on
that evaluation, our Chief Executive Officer and Chief Financial Officer
concluded that our disclosure controls and procedures are effective in ensuring
that information required to be disclosed by us in the reports we file or submit
under the Exchange 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 have materially affected, or are reasonably likely to material affect
internal controls, subsequent to the date our Chief Executive Officer and Chief
Financial Officer completed their evaluation.
Notwithstanding the foregoing, there can be no assurance that our disclosure
controls and procedures will detect or uncover all failures of our employees and
our consolidated subsidiaries to disclose material information otherwise
required to be set forth in our periodic reports.
PART II. OTHER INFORMATION.
ITEM 1. LEGAL PROCEEDINGS.
During the quarter, there were no significant developments in the Company's
legal proceedings. For a detailed discussion of the Company's legal proceedings,
please see the Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 2003.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
None.
ITEM 5. OTHER INFORMATION.
None.
18
(c) 2004. EDGAR Online, Inc.
ITEM 6. EXHIBITS
EXHIBIT NO. DESCRIPTION
- ----------- --------------------------------------------------------------
31.1 Certification of Chief Executive Officer pursuant Section 302
of the Sarbanes-Oxley Act of 2002.
31.2 Certification of Chief Financial Officer pursuant Section 302
of the Sarbanes-Oxley Act of 2002.
32.1 Certification of Chief Executive Officer pursuant to Section
906 of the Sarbanes-Oxley Act of 2002.
32.2 Certification of Chief Financial Officer pursuant to Section
906 of the Sarbanes-Oxley Act of 2002.
19
(c) 2004. EDGAR Online, Inc.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
EDGAR ONLINE, INC.
(Registrant)
Dated: November 15, 2004 /s/ Susan Strausberg
-----------------------
Susan Strausberg
President, Chief Executive
Officer and Secretary
/s/ Greg D. Adams
-----------------------
Greg D. Adams
Chief Operating Officer and
Chief Financial Officer
20
(c) 2004. EDGAR Online, Inc.