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UNITED STATES SECURITIES AND EXCHANGE
COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 2003
COMMISSION FILE NO. 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 STREET, 06854
NORWALK CT (Zip code)
(Address of principal executive offices)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE:
(203) 852-5666
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
COMMON STOCK, $0.01 PAR VALUE (TITLE OF CLASS)
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 1933 during
the preceding 12 months (or for such shorter period that the registrant as
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 if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12(b)-2 of the Act). Yes[ ] No[X]
The aggregate market value of the voting and non-voting equity held by
non-affiliates computed by reference to the price at which the common equity was
sold, or the average bid and asked price of such common equity, as of June 30,
2003 was approximately $14,751,818.
As of March 30, 2004, there were 17,187,365 shares of the registrant's common
stock issued and 16,992,290 shares outstanding.
DOCUMENTS INCORPORATED BY REFERENCE: NONE
EDGAR ONLINE, INC.
TABLE OF CONTENTS
Page
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PART I
Item 1. Business 2
Item 2. Properties 15
Item 3. Legal Proceedings 15
Item 4. Submission of Matters to a Vote of Security Holders 15
PART II
Item 5. Market for Registrant's Common Equity and Related Stockholder Matters 16
Item 6. Selected Financial Data 18
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations 20
Item 7A. Quantitative and Qualitative Disclosures About Market Risk 27
Item 8. Financial Statements and Supplementary Data 27
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 27
Item 9A. Controls and Procedures 27
PART III
Item 10. Directors and Executive Officers of the Registrant 28
Item 11. Executive Compensation 31
Item 12. Security Ownership of Certain Beneficial Owners and Management 34
Item 13. Certain Relationships and Related Transactions 37
Item 14. Principal Accountant Fees and Services 37
PART IV
Item 15. Exhibits, Financial Statement Schedules, and Reports on Form 8-K 38
Signatures 42
PART I
FORWARD LOOKING STATEMENTS
Statements made in this report that relate to future plans, events,
financial results or performance are forward-looking statements as defined under
the Private Securities Litigation Reform Act of 1995. These statements are based
upon current information and expectations. Actual results may differ materially
from those anticipated as a result of certain risks and uncertainties. For
details concerning these and other risks and uncertainties, see Part I, Item 1,
"Risk Factors" of this report, as well as our other periodic reports on Forms
10-K, 10-Q and 8-K filed with the Securities and Exchange Commission (the "SEC")
from time to time. Readers are cautioned not to place undue reliance on these
forward-looking statements, which speak only as of the date hereof. We undertake
no obligation to republish revised forward-looking statements to reflect events
or circumstances after the date hereof or to reflect the occurrence of
unanticipated events. Investors should also be aware that while we from time to
time do communicate with securities analysts, it is against our policy to
disclose to them any material non-public information or other confidential
commercial information. Investors should not assume that we agree with any
report issued by any analyst or with any statements, projections, forecasts or
opinions contained in any such report.
ITEM 1. BUSINESS
OVERVIEW
We are a financial and business information company specializing in
providing information contained in SEC filings in an easy-to-use, searchable and
functional format. Using our products and services, customers can quickly view
and analyze specific aspects of a public company's business, financial and
ownership history. Our customers include financial institutions, investment
funds, asset managers, market data professionals, accounting firms, law firms,
corporations and individual investors. Our services are available through
subscriptions and license agreements.
INDUSTRY BACKGROUND
The industry in which we compete, providing business and financial
information, is part of a broader industry that provides information, or
content, on various industries and markets. Some of these markets and industries
include financial, legal, medical, science, technology and education. This
market is highly competitive and includes both large and small businesses.
According to Outsell, Inc., a research and advisory firm, the top 1,000
information content providers, which includes large companies such as Reuters,
reed Elsevier, Thomson, AOL, Pearson, Gannett, McGraw-Hill, Wolters Kluwer and
Gartner, have aggregate revenues of approximately 4183 billion. Furthermore,
according to Outsell, businesses and other users spend approximately $50 billion
a year on to acquire information content electronically. Financial and business
information, includes the profile, history, ownership, financial reporting,
sales, marketing and business development of a company, as well its regulatory
filings, analyst coverage, research reports, news alerts and stock quotes. Much
of this information is required to be filed and submitted with the SEC.
Reports and Disclosures to the Securities and Exchange Commission
Public companies are registered with the SEC under the rules,
regulations and disclosure requirements of the Securities Exchange Act of 1934,
as amended. Public companies have continuing obligations to file reports with
the SEC via the EDGAR system. These reports include quarterly reports on Form
10-Q, annual reports on Form 10-K, current reports on Form 8-K, proxy statements
or information statements and annual reports to stockholders on Schedules 14A
and 14C, and statements of beneficial ownership of securities on Forms 3, 4 and
5 and Schedules 13D and 13G.
Historically, companies in the financial information industry have
manually built distinct databases based on mandatory company filings with the
SEC that have commercial value for various customer segments. These databases
include information on public offerings, normalized financial data and stock
ownership. We use technology to gather and manage this information and create a
product that can be easily accessed by the end user.
The EDGAR System
EDGAR, the acronym for Electronic Data Gathering Analysis and
Retrieval, is the SEC's electronic filing system. Public companies and their
insiders, mutual funds and financial institutions use this system to submit, or
file, statements, reports and forms with the SEC. The SEC established the EDGAR
system to perform automated collection and acceptance of submissions by
companies and others who are required to file disclosure documents with the SEC
and to make them available to the public. In 1996, the SEC required all
reporting U.S. public
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companies to file compliance documents such as prospectuses, proxies and annual
and quarterly reports via the electronic format created through the EDGAR
system. Before the introduction of the EDGAR system, SEC filings were only
available on a delayed basis in costly paper or CD-ROM format from a limited
number of document providers or from SEC public reference rooms.
According to our internal analysis, which is based on our database of
all documents filed via EDGAR, the number of documents filed through EDGAR has
grown from approximately 56,600 in 1994 to approximately 531,500 in 2003, an
increase of over 900%. These documents are submitted by over 12,000 public
companies, over 2,200 institutions, over 8,000 mutual funds, and over 60,000
corporate executives and other company insiders. On a typical day, up to 10,000
documents may be filed through EDGAR, representing over one million pages of
data. In addition, some SEC filings are still done in paper format.
Sarbanes-Oxley Act of 2002
Recent government regulation in the wake of Enron and other corporate
scandals has mandated more timely disclosure of material information from
companies and other filers, as well as the disclosure of additional and more
detailed information on companies and individuals. On July 30, 2002, President
Bush signed into law the Sarbanes-Oxley Act of 2002. This act is designed to
enhance corporate responsibility through new corporate governance and disclosure
obligations, increase auditor independence and impose tougher penalties for
securities fraud. In addition, the SEC, Nasdaq, the New York Stock Exchange, the
American Stock Exchange, and other national exchanges have adopted rules in
furtherance of this act. These new rules have modified the regulatory system
governing capital markets and provide a permanent framework to improve the
quality of financial reporting, as well as increase the responsibility of
management for corporate disclosures and financial statements. As a result, the
availability of accurate, reliable and real-time information is even more
significant.
eXtensible Business Reporting Language (XBRL)
Traditionally, corporate financial reporting has been a labor-intensive
process involving the compilation of data from a variety of sources and formats.
The new eXtensible business reporting language (XBRL) allows companies to report
financial data in a format that is web-ready or for import into other
applications. XBRL is royalty-free and open standard, being developed by XBRL
International Inc., a not-for-profit consortium of approximately 200 companies
and agencies. XBRL, a variant of XML computer language, allows for the seamless
flow of business and financial reporting in a web-based environment across
analytical applications. The adoption of the XBRL standard is driven by the
increasing demand for analytics, continuous auditing and real-time reporting by
private and public companies and the banking institutions that finance these
companies and the professional investment community that invests in these
companies.
We are a founding member of the XBRL consortium and, as such, are one
of the organizations and institutions that is developing the standards and
taxonomy for XBRL. Other key members include the AICPA (American Institute of
Certified Public Accountants), the major accounting firms and Microsoft. Our
leadership position in this effort has enabled us to develop new strategic
alliances with such companies as Microsoft and Unisys.
OUR BUSINESS
We subscribe to a Level 1 feed of real-time SEC regulatory filings. The
live feed of EDGAR filings comes from the SEC's dissemination agent, Northrop
Grumman Space & Mission Systems Corp., which sends this feed to our primary
facility in Rockville, Maryland, and our back-up facility at Globix in New York
City, via private high speed T-1 connections. This feed immediately creates a
historical archive of original, unaltered SEC filings dating back to 1993. We
maintain a relational database that supports complex search and retrieval
mechanisms to access the filings archive. The raw EDGAR filings are processed
independently by our proprietary software, stored in databases, posted to our
websites and distributed to third parties with which we have distribution
contracts via our production servers. Our proprietary document processing system
also creates other representations of the original document, including HTML,
Rich Text Format, PDF and Excel. These value-added versions of the original
document are a vital part of serving our customers' needs to efficiently view,
print and analyze the content originally contained in the SEC filings.
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We also produce a specialized line of data feeds, products and services
based on designated content sets. These content sets include a complete database
of insider trades, institutional holdings, initial and secondary public
offerings, mutual fund e-prospectuses, Form 8-K items and annual and quarterly
financial statements. Each of these independent content sets represents a set of
discrete facts that can be searched and analyzed by our various product
offerings. Customers can also subscribe to daily custom data feeds of this
content or access the information in real time using our proprietary XML based
application programming interface (API). A network of custom data parsers,
integrity checks, and auditing tools are used with each content set to insure a
premium level of data quality and completeness.
PRODUCTS AND SERVICES
We apply our proprietary technological know-how to extract, process and
categorize raw information filed over EDGAR, and present it in a real-time or
near real-time, user-friendly format. We provide this information through a
variety of products and services via online subscriptions and licensing
agreements to investors and professionals in the financial and business
communities.
Subscription Services
We offer the following subscription services:
EDGAR Online Pro. Our flagship product is EDGAR Online Pro
(www.edgaronlinepro.com). This product offers financial data, stock ownership,
public offering datasets and advanced search tools. The list price for a single
seat of EDGAR Online Pro is $1,200 per year, plus additional fees for add-on
services such as global annual reports and conference call transcripts, and is
available via multi-seat and enterprise-wide contract.
EDGAR Online Access. Our mid-tiered service is EDGAR Online Access
(www.edgar-online.com). This product is less expensive and has fewer features
than EDGAR Online Pro. EDGAR Online Access is available for $180 per year,
purchased annually or quarterly, and is available via single-seat, credit card
purchase only.
FreeEDGAR. Our free product is FreeEDGAR, which we maintain as one of
our marketing programs (www.freeedgar.com). This product provides basic
financial information at no cost in exchange for the user submitting detailed
registration data to us. In turn, we use FreeEDGAR and the registration data to
market our subscription services back to these users via email and telesales
marketing programs. We typically receive between 7,000 and 10,000 new registered
users to this site every month. The SEC provides a link to FreeEDGAR from its
website as a private sector alternative to the SEC EDGAR website.
Digital Data Feeds
EDGAR Online Explorer. We make our various databases available through
EDGAR Online Explorer. This product is a digital data feed transmitted through
an application program interface - a customized request response mechanism that
allows a licensing customer to seamlessly replicate a feature or functionality
of our service inside an intranet, extranet and other proprietary products or
applications. For instance, customers such as Standard & Poor's, Lexis-Nexus and
One Source use this mechanism to enhance the functionality of their own products
and services.
Other Services
We provide technical services to Nasdaq. Several of our technical and
non-technical employees operate, maintain and support the Nasdaq Online website
service which is available only to Nasdaq listed companies. We also provide
ancillary advertising and e-commerce services on websites. We generate revenues
through the sale of advertising banners and sponsorships on these websites and
through e-commerce activities such as marketing third party services to the
users of our websites.
PROPOSED PRODUCTS AND SERVICES
We continue to enhance our existing products and services by adding new
tools and databases. Among our proposed products and services is an analytical
scoring tool based on the quantitative and qualitative data sets that we
collect. This product is designed to processes fundamental data, such as income
statement, balance
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sheet and statements of cash flow, as well as standard financial ratios, insider
transactions, changes in institutional ownership, Form 8-K information, keyword
filings and corporate governance data. For instance, a proposed product will
allow a user to set up one or more models per company against the entire
population of SEC filing companies. A score is generated for each selected
company to determine if a company should be examined more thoroughly. Once a
company has been identified, a score detail can be reviewed and further research
can be accomplished with the seamless transition into EDGAR Online Pro. We
expect to offer this product by the end of 2004.
GROWTH STRATEGY
Our growth strategy is designed to capitalize on our brand recognition
and our position as a provider of public company information to the financial
and business community. Our goal is to increase our content sets to appeal to
our current target market, to introduce additional tools and services to satisfy
the needs of current and future customers and to focus on new opportunities
aimed at users of Microsoft Office 2003. In order to achieve this goal, we must
increase sales and marketing to new and existing customers, expand
internationally, expand existing alliances, develop new strategic partnerships
and pursue strategic acquisitions.
Increase Sales to New and Existing Customers
We believe that our existing sales force will enable us to increase our
goal of expanding sales of our products and services. Particularly, we have
strengthened our management team by adding an Executive Vice President of Sales
and Marketing to coordinate our accelerated effort to bring more of our products
and services to market and to increase sales of our existing services, with
particular emphasis on EDGAR Online Pro. Fundamental to our sales effort is
managing our database of registered users of FreeEDGAR and EDGAR Online, which
includes more than 1 million names. We add approximately 15,000 to 20,000 new
registered users per month. Our ongoing marketing activities involves targeting
those users who are more suited to be users of our premium service and to
proactively market them to upgrade to EDGAR Online Pro.
Develop New Products and Services
We continue to enhance our existing products and services by increasing
functionality and adding more datasets from EDGAR content. We also regularly
develop and license new analytical tools as well as adding new databases to
enhance our offerings. We expect to introduce additional content in the area of
banking, due to our involvement in the Federal Financial Institutions
Examination Council (FFIEC) project. We also are considering building a database
of financial statements of foreign filers for regulatory filings within their
jurisdictions, as foreign jurisdictions begin to require their constituents to
file their disclosures in XBRL.
Expand Functionality and Content Offerings
We continuously seek to introduce new value-added services to increase
revenues from our existing customer base and to attract new customers. We have
sophisticated search technology under development to further mine the data in
EDGAR filings and plan to continue to introduce and market tailored products to
our customers. We continually seek to add more specialized and versatile tools
and features to our products and services, to further enrich the type of
information utilized by our customers. We are also incorporating additional
sources of business and financial information into the services we offer to our
clients. For example, in January 2004, we announced the addition of conference
call transcripts, company web casts and an events calendar to our EDGAR Online
Pro service.
We are currently focused on the following general areas:
- Fundamental Data. Fundamental data includes income statement,
balance sheet and statements of cash flow. We are expanding
our fundamental data products to include information from
sources other than SEC filings, as well as broadening the ways
in which we present this data.
- Data Mining. We are building and integrating search tools that
are based on real-time analysis of key events, topics and
financial ratios.
- Microsoft Office. We are working to create interfaces to our
content into the Microsoft Office 2003 suite of accelerator
modules, as well as to earlier releases of Microsoft Office.
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We expect that this increased functionality will broaden our core
customers to include accounting and consulting firms and public companies.
Expand Internationally
We intend to market our services more aggressively to international
markets and are considering expanding our database to include filings made
outside the United States to provide our users with access to corporate and
financial information from these filings.
Expand Existing Alliances and Develop New Strategic Partnerships
We will seek to leverage our position as a leading source of business
and financial information by broadening our existing strategic relationships and
creating new strategic relationships. We believe that creating additional
distribution relationships will allow us to reach a broader customer base,
strengthen our brand awareness and ensure that we remain dominant in our current
and future markets. We have developed strategic relationships with a number of
industry leaders including Microsoft and Unisys.
Microsoft Relationship. In October 2003, we signed a memorandum of
understanding with Microsoft Corp. whereby we have worked with Microsoft to
build analytical capabilities within Microsoft Office 2003 Excel XBRL Tool For
Microsoft Office, a first commercial application of the XBRL standard.
Specifically, our services will deliver financial information in XBRL format to
Microsoft Office 2003 applications using the XBRL Tool for Microsoft Office. Our
services will extend the accelerator's capabilities by allowing users to
seamlessly extract, dissect and review financial information directly from
within Microsoft Excel 2003. With the XBRL Tool for Microsoft Office, the user
will simply input a company's name or ticker symbol, and that company's
financial metrics will be automatically and accurately inserted in the
appropriate cell, saving enormous time and insuring accuracy. Our alliance with
Microsoft represents a new channel for us to attract enterprise and single
professional customers. Since the user of external data must be an EDGAR Online
Pro subscriber to have access to this capability, we expect that this
relationship will also increase subscriptions to EDGAR Online Pro.
Unisys Relationship. In June 2003, the FFIEC awarded a contract to
Unisys Corporation to modernize and streamline how federal bank regulators
collect, process and distribute quarterly bank financial reports. Unisys
selected us, along with Microsoft, PricewaterhouseCoopers and several other
firms, as the development team to create a flexible solution, based on proven
technologies, that incorporate Internet delivery and new innovations like
XBRL. The new business process, which will be phased in through 2004, will
consolidate the collection, editing and access of quarterly bank call reports
into a central data repository, which will be accessible by banking regulators,
financial institutions and the public. The new model is intended to
significantly reduce the time spent filing and reviewing these cumbersome
documents, improving regulatory and public access to this data. In the same
manner that we created an online distribution vehicle to commercialize the
output of the SEC's electronic EDGAR filing system, we intend to develop
easy-to-use applications that will be able to access and bring additional value
to FFIEC banking reports. We will offer the information contained in the call
reports through our subscription services and digital data feeds. The first
reports are expected to be filed under the new system in the fourth quarter of
2004. We expect that our relationship with Unisys will generate numerous leads
for potential customers interested in our products and services.
Pursue Strategic Acquisitions
At the present time, we have no plans to make any acquisitions.
However, we will consider specific acquisition opportunities if we feel they
have strategic value. The types of acquisitions that we would consider as having
strategic value include those that will enable us to offer additional services,
enhance our selling and marketing efforts, improve technology and gain access to
complementary services or information that may be of interest to our customer
base.
MARKETING AND SALES
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As of March 30, 2004, we have a staff of 21 professionals dedicated to
supporting our sales and marketing efforts. We believe that enterprise customers
will continue to represent an important source of revenue growth in the next few
years, as we continue to introduce new value-added search and extraction
products and customized fee-based services to enterprise purchasers of financial
information.
We promote our services through direct sales efforts, websites,
marketing alliances, direct marketing and telemarketing and trade shows. Through
these efforts, we sell and use trial offers on EDGAR Online Pro and EDGAR Online
Access to encourage registered users and visitors to subscribe to our services
and to encourage existing subscribers to purchase additional value-added
services.
Our direct sales efforts are focused on decision makers in the
financial services business, most typically a business group head, market data
professional or corporate librarian. Our direct and telemarketing programs are
based on lists we acquire from third parties or that we acquire through the
operation of FreeEDGAR and marketing alliances with websites such as Terra
Lycos' Quote.com and Yahoo! Finance. In exchange for allowing access to a basic
level of financial information on a company through these websites and marketing
alliances, we register approximately 15,000 to 20,000 new users each month. We
use this data, in addition to the lists we acquire, to run direct marketing,
telemarketing and direct sales programs to these potential customers.
CUSTOMERS
Our customers include financial services companies such as Bank of
America, Citibank and Morgan Stanley, stock exchanges such as Nasdaq and the New
York Stock Exchange, and leading information companies such as Lexis-Nexus,
Moody's and Reuters.
We have over 200 clients that license EDGAR Online Explorer for use in
existing intranet, extranet and other product applications. We also have over
27,000 users of EDGAR Online Pro and EDGAR Online Access. These subscribers
represent a wide array of users in the financial services, accounting, legal,
public company and other markets.
COMPETITION
We are a provider of financial and business information contained in
SEC filings. As such, we compete with those businesses that provide similar
information and have greater resources and market penetration than we do. As a
result, they have been able to establish a stronger competitive position than we
have, in part through greater marketing resources.
We believe that competition for business information comes from such
companies as Reuters, Standard & Poor's and Thomson Financial. Competition for
information focused on financial data or credit risk comes from companies such
as Capital IQ, Dun & Bradstreet and Factset. Competition for legal information
comes from companies such as Global Securities Information. Other competitors
include companies such as 10-K Wizard Technology, LLC, which focus on simple SEC
data offerings, and MSN Money and Yahoo! Finance, which are more focused on
serving individual investors.
Many of these competitors have longer operating histories, larger, more
established customer bases, greater brand recognition and significantly greater
resources, particularly financial resources. As a result, they may develop
products and services comparable or superior in terms of price and performance
features to those developed by us or adapt more quickly than we can to new or
emerging technologies and changes in customer requirements. We may be required
to make substantial additional investments in connection with our research,
development, engineering, marketing and customer service efforts in order to
meet any competitive threat, so that we will be able to compete successfully in
the future. We believe, however, that based on our pricing and the content and
features of the products and service that we provide, we remain highly
competitive in the financial and business information market.
We believe that the principal competitive factors in our market include the
following:
- Speed of delivery;
- Accuracy;
- Cost efficiencies;
- Scope of service;
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- Quality of service;
- Convenience;
- Customer service;
- Reliability of service; and
- Availability of enhanced services.
We believe our competitive strengths include the following:
Timeliness. Our information databases and products are created in
real-time or near real-time. For instance, subscribers to our EDGAR Online Pro
service can receive real time alerts based on various criteria. Similarly, our
EDGAR Online Explorer digital data feed processes and makes available documents
moments after they have been filed with the SEC. This attribute is imperative
for those in the financial services market requiring real-time data for
competitive decision-making.
Ease of use. Our EDGAR Online Pro subscription service is delivered via
a standard web browser in a friendly, easy to use graphical user interface. A
typical subscriber can begin using the service immediately, without any special
training.
Versatility and flexibility. We can provide our customers with a
web-delivered subscription service that allows for immediate purchase, immediate
use and easy access within the client company. Our EDGAR Online Explorer digital
data feed allows a high degree of customization for clients that want all or
part of the offered databases and functionality built into their existing
applications. We also will create customized databases, extracts and delivery
mechanisms for clients with special needs.
INTELLECTUAL PROPERTY
The SEC has granted us a non-exclusive, royalty-free license to use the
name EDGAR in our logo and corporate name through 2009. We have over 90 unique
registered domain names, including those representing our flagship products
EDGAR Online Pro and EDGAR Online Access. We have received registration for our
EDGAR Online trademark from the U.S. Patent and Trademark Office. We also have
registered trademarks and/or servicemarks on other service offerings including
EDGAR Pro, EDGAR Explorer, FreeEDGAR and EDGAR News and have active
trademark/servicemark applications pending on certain other service offerings
including EDGAR Analyst.
Our success depends significantly upon our proprietary technology. We
currently rely on a combination of copyright and trademark laws, trade secrets,
confidentiality procedures and contractual provisions to protect our proprietary
rights. Our employees execute confidentiality and non-use agreements which
provide that any rights they may have in copyrightable works or patentable
technologies belong to us. In addition, before entering into discussions with
third parties regarding our proprietary technologies, we typically require that
they enter into a confidentiality agreement with us. If these discussions result
in a license or other business relationship, we typically also require that the
agreement setting forth the parties' respective rights and obligations include
provisions for the protection of our intellectual property rights.
TECHNOLOGY
Historically, we used database technology designed for us by iXL
Enterprises, Inc. (iXL) and relied on iXL personnel for design and support of
our hardware and software systems. Since October 2000, we develop and maintain
our technology in-house. We have the ability to create new distinct databases
from EDGAR data such as initial public offering data, normalized financial data,
ownership data and secondary public offering data. In addition, we can
incorporate existing technologies and solutions driven by our domestic and
international pricing systems, charting applications, validation systems,
quoting applications, and various maintenance tools that ensure our commitment
to data quality.
Our proprietary technology has been focused on a framework approach,
which allows us to integrate solutions that were developed exclusively for us in
combination with third-party vendors, as well as easily incorporate system
modifications. Some of our proprietary solutions include our repository of
financial information, mutual fund e-prospectuses, web-based customer
interfaces, section extraction, form-type specific data extraction systems, XML
delivery systems, permissioning systems, alerting systems and our customer
support and tracking
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system. Software solutions obtained commercially include the Great Plains
Accounting System, the Verity Search Engine and the NetOwl Extractor.
Over the last five years, we have developed various proprietary
software solutions that enable us to perform many complex data mining functions
necessary to deliver our services on a real-time and cost-effective basis to
both our subscribers and corporate customers. Our status as a Microsoft
Certified Partner has allowed us to leverage newer technologies in support of
creating proprietary applications, integrating them into our enterprise systems,
and providing us a significant advantage over any competitors seeking to match
our speed and accuracy in extracting data from the EDGAR database and delivering
that data to a large number of customers in a variety of formats.
In order to further strengthen our capabilities in this area, we
recently hired Stefan Chopin as our Chief Technology Officer. Mr. Chopin was one
of the original architects of our EDGAROnline.com technology and infrastructure
and designed our website. Mr. Chopin previously served on our Board of Directors
and has substantial expertise in both managing technology and understanding the
demands of our marketplace.
INFRASTRUCTURE AND OPERATIONS
Although third party development support is sometimes used in order to
meet some aggressive development timelines, our employees now perform all of our
development programming, as well as manage our content delivery infrastructure.
We own all the application level systems that serve our content delivery,
including those that had been developed by iXL. The largest portion of our
development team is located in our Rockville, Maryland office. In addition, the
delivery solutions developed and maintained for some of our largest corporate
customers are hosted primarily in our data center in Rockville and are
facilitated by our use of the Microsoft technologies framework. The Rockville
data center is also the primary facility that provides services used to deliver
and support our flagship seat-based service EDGAR Online Pro, our EDGAR Online
Explorer data feeds and other content delivery mechanisms.
Redundancy, scalability and security have been and always will be a
core focus of our support staff and executives. All of our critical systems,
including our accounting system, user information databases, repository of EDGAR
filings, and all of our real-time updated datasets are backed up on a daily, or
less, basis and then stored offsite. Additionally, we make use of various
applications and techniques to ensure the availability of our applications and
its data throughout the day using procedures like application or data
replication, clustering, load balancing, and extensive application monitoring.
Our systems are maintained on a 24 hour-a-day, 7 days-a-week basis by
our own technicians with the exception of the facilities at Globix. Our services
are available to users 24 hours a day, 7 days a week. Customer service is
available weekdays 9:00 AM to 5:00 PM (ET). Customer and support inquiries have
the availability of our websites, e-mail and telephone options for assistance.
As of March 30, 2004, we had 21 employees engaged in customer service and
network support for our public websites.
EMPLOYEES
As of March 30, 2004, we had 85 employees, of whom one is a part-time
employee. We believe that we have good relations with our employees.
9
RISK FACTORS
WE HAVE A HISTORY OF LOSSES AND WE EXPECT TO INCUR LOSES 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 profit and we anticipate incurring a loss
in 2004, and may incur additional losses in 2005. At December 31, 2003, we had
an accumulated deficit of $44.1 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. 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.
WE HAVE LIMITED WORKING CAPITAL WHICH MAY RESTRICT THE RATE OF OUR REVENUE
GROWTH.
At December 31, 2003, we had working capital of approximately $702,000.
We use working capital to increase our sales and marketing efforts, to develop
new or enhance existing services, to respond to competitive pressures and to
fund potential acquisitions and expansion. If our working capital becomes
depleted, our ability to fund expansion, take advantage of unanticipated
opportunities, increase our sale force, develop or enhance services or products
or otherwise respond to competitive pressures would be significantly limited,
which could harm our revenue growth.
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 28% and 34% of
our total revenue during the years ended December 31, 2003 and 2002,
respectively, and 21% and 33% of our revenue for the fourth quarters ended
December 31, 2003 and 2002, 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 website and through our content distribution relationships
from such 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.
10
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 XBRL standard. In particular, we believe that our association with the XBRL
Tool For Microsoft Office will provide us with a new source of subscribers. The
beta version for the XBRL Tool For Microsoft Office is expected to be released
late in the second quarter of 2004. Since the XBRL Tool For Microsoft Office 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 RELATIONSHIP WITH
MICROSOFT AND UNISYS. FAILURE TO DO SO WILL 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 2003 XBRL Tool For Microsoft Office. We do not, however, have a
binding, long-term or exclusive contract with Microsoft. We cannot assure you
that this relationship will be successful or that it will extend beyond its
initial term. Additionally, in June 2003, we entered into a one-year renewable
agreement with Unisys to provide services in conjunction with a project to
consolidate the collection, editing and access of quarterly bank call reports
into a central data repository, accessible by banking regulators, financial
institutions and the public. The first reports are expected to be filed under
the new system in the fourth quarter of 2004. If either of these relationships
are terminated or changed significantly, 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.
OUR BUSINESS COULD BE ADVERSELY AFFECTED BY ANY ADVERSE ECONOMIC DEVELOPMENTS IN
THE FINANCIAL SERVICES INDUSTRY AND/OR THE ECONOMY IN GENERAL.
11
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 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 and President, Greg Adams, 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.
12
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. 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
13
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
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, 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.
THE AUTHORIZATION OF ISSUANCE OF BLANK-CHECK PREFERRED MAY PREVENT OR DISCOURAGE
A CHANGE IN OUR MANAGEMENT.
Our Amended and Restated Certificate of Incorporation authorizes our
Board of Directors to issue preferred stock without stockholder approval having
terms, conditions, rights, preferences and designations as our Board of
Directors may determine. The rights of the holders of our common stock will be
subject to, and may be adversely affected by, the rights of the holders of any
preferred stock that may be issued in the future. The issuance of preferred
stock, while providing desirable flexibility in connection with possible
acquisitions and other corporate purposes, could have the effect of discouraging
a person from acquiring a majority of the outstanding common stock.
OUR COMMON STOCK COULD BE DELISTED FROM THE NASDAQ NATIONAL MARKET, WHICH WOULD
MAKE TRADING IN OUR STOCK MORE DIFFICULT.
At various times in the period from February 2003 through May 2003, 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. 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. Although in that event we could
apply to list our shares with the Nasdaq SmallCap Market, being delisted from
the Nasdaq National Market 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 $2.41 and
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 significantly 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.
14
ITEM 2. PROPERTIES
Our principal executive offices are located in Norwalk, Connecticut,
where we lease 7,500 square feet of office space. This lease expires June 2006.
We also lease approximately 4,900 square feet of office space at 122 East 42nd
Street, New York, New York. This facility houses sales and administrative
personnel. This lease expires April 2007. Additionally, we lease approximately
14,700 square feet of office space at 11200 Rockville Pike, Suite 310,
Rockville, Maryland. The term on 14,200 square feet expires in October 2005 and
the balance of 500 square feet, is leased on a month-to-month basis.
Collectively, these facilities house our development and operations personnel as
well as over computer and communications equipment.
We believe that our physical properties are well maintained, in good
operating condition and adequate for their intended purposes.
ITEM 3. LEGAL PROCEEDINGS
In April 2003, we commenced an action in the Delaware Chancery Court
against Albert E. Girod, our former director, Executive Vice President and Chief
Technology Officer, and an owner of more than 5% of our outstanding common
stock. In our complaint, we are seeking compensatory damages and/or restitution
for defendant's fraud, unjust enrichment, breach of fiduciary duty, breach of
contract and trespass and nuisance by e-mail and other actions that we allege to
have occurred in connection with and/or following our acquisition of Financial
Insight Systems, Inc. We are also seeking to permanently enjoin defendant from
further breaches of the non-disparagement provisions of his employment
agreement, which remain in effect. A response was filed by Mr. Girod on June 13,
2003. This action is currently in the discovery phase.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matters were submitted to security holders through the solicitation
of proxies or otherwise during the fourth quarter of our fiscal year ended
December 31, 2003.
15
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
MARKET PRICE FOR COMMON STOCK
On March 30, 2004, the closing sales price of our common stock on the
Nasdaq National Market was $1.43.
Our common stock is traded on the Nasdaq National Market under the
symbol EDGR. The following table sets forth the high and low closing sales
prices of our common stock as quoted by the Nasdaq National Market:
HIGH LOW
------ -----
FISCAL YEAR ENDED DECEMBER 31, 2001
First Quarter............................................... $ 3.00 $1.15
Second Quarter.............................................. $ 3.91 $0.99
Third Quarter............................................... $ 3.94 $1.05
Fourth Quarter.............................................. $ 3.61 $0.93
FISCAL YEAR ENDED DECEMBER 31, 2002
First Quarter............................................... $ 3.49 $2.25
Second Quarter.............................................. $ 4.00 $1.75
Third Quarter............................................... $ 2.00 $1.03
Fourth Quarter.............................................. $ 2.25 $1.25
FISCAL YEAR ENDED DECEMBER 31, 2003
First Quarter............................................... $ 1.80 $0.85
Second Quarter.............................................. $ 1.55 $0.71
Third Quarter............................................... $ 2.10 $1.08
Fourth Quarter.............................................. $ 2.41 $1.53
FISCAL YEAR ENDED DECEMBER 31, 2004
First Quarter (through March 30, 2004)...................... $ 1.87 $1.25
HOLDERS
As of March 25, 2004, there were approximately 100 holders of record of
our common stock.
DIVIDEND POLICY
We have not declared or paid any cash dividends on our capital stock
since inception. We intend to retain any future earnings to finance the
operation and expansion of our business and do not anticipate paying any cash
dividends in the foreseeable future.
EQUITY COMPENSATION PLANS
Item 12 of Part III contains information concerning securities
authorized for issuance under our equity compensation plans.
RECENT SALES OF UNREGISTERED SECURITIES
The following securities were issued in reliance upon the exemption
from the registration requirements of the Securities Act of 1933, as amended,
provided in Section 4(2) thereof, as a transaction by an issuer not involving a
public offering. The registrant reasonably believed that each purchaser had such
knowledge and experience in financial and business matters to be capable of
valuating the merits and risks of the investment, each purchaser represented an
intention to acquire the securities for investment only and not with a view to
distribution thereof and appropriate legends were affixed to the stock
certificates or warrants.
Under the terms of an Amended and Restated Common Stock Purchase
Agreement, we sold an aggregate of 2,000,000 unregistered shares of common stock
to select institutional investors at a purchase price of $2.50 per
16
share, resulting in gross proceeds of $5,000,000. The transaction was
consummated as to 500,000 shares and $1,250,000 in proceeds on December 31, 2001
and 1,500,000 shares and $3,750,000 in proceeds on January 8, 2002. In this
private financing, we also issued the purchasers four-year warrants to purchase
an aggregate of 400,000 shares of common stock at an exercise price of $2.875
per share. In connection with the transaction, we 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. The securities were sold pursuant to an
exemption provided in Section 4(2) of the Securities Act of 1933, as amended,
and Regulation D promulgated thereunder on the basis that the transaction did
not involve a public offering. The shares of common stock referenced in this
paragraph, along with the shares of common stock issuable upon the exercise of
the warrants referenced in this paragraph, were registered for resale in a
Registration Statement on Form S-3 which was declared effective in February,
2002.
17
ITEM 6. SELECTED FINANCIAL DATA
The selected consolidated financial data set forth below should be read
in conjunction with our consolidated financial statements, and the related notes
thereto, and "Management's Discussion and Analysis of Financial Condition and
Results of Operations," included in this annual report. The statement of
operations and balance sheet data presented below for, and as of the end of,
each of the years in the five-year period ended December 31, 2003 are derived
from our audited consolidated financial statements. The financial statements
for, and as of the end of, each of the years in the three-year period ended
December 31, 2003 are included elsewhere in this annual report. The financial
statements for, and as of the end of, each of the years in the four-year period
ended December 31, 2002 were audited by KPMG LLP, independent certified public
accountants. The KPMG LLP Independent Auditors' Report makes reference to our
change in accounting for goodwill and other intangible assets as of January 1,
2002. The financial statements for, and as of the end of, the year ended
December 31, 2003 were audited by BDO Seidman, LLP, independent certified public
accountants. Historical results are not necessarily indicative of the results to
be expected in the future.
YEAR ENDED DECEMBER 31,
----------------------------------------------------------------------------
1999 2000 2001 2002 2003
------------ ------------ ------------ ------------ ------------
STATEMENT OF OPERATIONS
DATA:(1)
Seat-based subscriptions ... $ 1,429,221 $ 2,220,074 $ 3,387,290 $ 5,147,808 $ 5,953,367
Data sales ................. 1,114,971 3,385,341 5,415,893 5,380,249 4,832,798
Technical services ......... --- 1,123,549 6,782,365 4,287,287 2,805,422
Advertising and e-commerce . 2,186,422 3,012,705 1,467,338 1,355,490 727,555
------------ ------------ ------------ ------------ ------------
Revenues ................... 4,730,614 9,741,669 17,052,886 16,170,834 14,319,142
Cost of revenues ........... 1,489,585 3,021,615 4,448,968 2,632,192 1,978,870
------------ ------------ ------------ ------------ ------------
Gross profit ............... 3,241,029 6,720,054 12,603,918 13,538,642 12,340,272
Operating expenses:
Selling, general and
administrative and
development .............. 7,264,374 13,295,912 12,964,558 12,315,113 11,086,723
Restructuring and severance
charges(2) ............... -- -- 995,482 (182,428) 783,600
Amortization and
depreciation ............. 893,614 3,484,491 4,767,121 2,880,067 2,503,046
Impairment of intangible
assets(3) ................ -- 6,151,074 -- -- --
------------ ------------ ------------ ------------ ------------
Loss from operations ....... (4,916,959) (16,211,423) (6,123,243) (1,474,110) (2,033,097)
Interest income (expense)
and other, net ........... 754,098 974,118 (665,068) (251,266) (133,691)
------------ ------------ ------------ ------------ ------------
Loss before cumulative
effect of change in
accounting principle ....... (4,162,861) (15,237,305) (6,788,311) (1,725,376) (2,166,788)
Cumulative effect of change
in accounting principle (4) -- -- -- (9,316,884) --
------------ ------------ ------------ ------------ ------------
Net loss ................... $ (4,162,861) $(15,237,305) $ (6,788,311) $(11,042,260) $ (2,166,788)
============ ============ ============ ============ ============
Loss before cumulative
effect of change in
accounting principle
per share - basic and
diluted .................... $ (0.42) $ (1.18) $ (0.46) $ (0.10) $ (0.13)
18
Cumulative effect of change
in accounting principle per
share- basic and diluted ... (0.00) (0.00) (0.00) (0.55) (0.00)
------------ ------------ ------------ ------------ ------------
Net loss per share -
basic and diluted .......... $ (0.42) $ (1.18) $ (0.46) $ (0.65) $ (0.13)
============ ============ ============ ============ ============
Weighted average shares
outstanding - basic and
diluted (5) ................ 9,805,456 12,862,604 14,911,903 16,932,595 16,976,170
============ ============ ============ ============ ============
DECEMBER 31,
-------------------------------------------------------------------
1999 2000 2001 2002 2003
----------- ----------- ----------- ----------- -----------
BALANCE SHEET DATA:
Cash and cash
equivalents ...... $10,051,473 $ 2,283,811 $ 3,460,515 $ 5,549,934 $ 3,859,859
Available for sale
investments ...... $14,534,836 $ 1,497,930 $ -- $ -- $ --
Working capital .... $23,529,849 $ 3,703,935 $ 46,388 $ 2,457,545 $ 702,289
Total assets ....... $37,739,114 $39,466,359 $33,485,831 $23,218,692 $19,145,211
Long-term debt ..... $ -- $ 6,000,000 $ 3,800,000 $ 1,878,394 $ --
Stockholders' equity $35,086,383 $29,483,401 $23,960,410 $16,369,994 $14,015,115
(1) In 1999, development expenses were reclassified to operating expenses from
cost of revenues. In addition, in 2000, we began recording advertising revenues
net of the related commissions rather than on a gross basis. Also, since 2000,
amounts previously recorded as stock compensation expense have been reported
within the functional expense category for which the employee worked. Prior
comparative amounts have been reclassified to conform to the current
presentation.
(2) In 2001, we recognized restructuring costs which were primarily comprised of
expenses associated with closing our Kirkland, Washington office. These costs
include severance payments, non-recoverable lease liabilities, loss on fixed
assets, and the cost of non-cancelable service contracts for operating expenses
such as phone lines and equipment leases. Restructuring costs also include
severance expenses for Financial Insight Systems, Inc. employees. In 2002,
portions of these costs were reversed as contract terminations were negotiated.
In 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 $783,600 of related severance
costs.
(3) In 2000, we performed a reassessment of the recovery of the goodwill and
other long-lived assets related to our acquisition of Partes Corporation, owner
of the FreeEDGAR.com website, and our acquisition of certain of the assets of
Individual Investor Group including the website InsiderTrader.com and related
user data. Based on these reassessments, we recorded impairment charges of $6.0
million. The balance was attributable to an additional impairment charge of
$117,000, as we discontinued the use of the edgar.com URL.
(4) We adopted SFAS 142 effective January 1, 2002. This standard requires that
we perform a transitional assessment to determine whether there is an impairment
of goodwill. The assessment indicated that goodwill associated with the
Financial Insight Systems acquisition was impaired and accordingly, we
recognized a non-cash charge as the cumulative effect of a change in accounting
principle for the write-down of goodwill to its fair value.
(5) Diluted loss per share has not been presented separately, as the outstanding
stock options, warrants and convertible debenture are anti-dilutive for each of
the periods presented. Anti-dilutive securities outstanding were 1,302,758,
1,900,105, 2,805,010, 3,124,643 and 3,347,660 for the years ended December 31,
1999, 2000, 2001, 2002 and 2003, respectively.
19
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.
You should read the following discussions of our financial condition
and results of operations in conjunction with the financial statements and the
notes to those statements included elsewhere in this annual report. This
discussion may contain forward-looking statements that involve risks and
uncertainties. Our actual results may differ materially from those anticipated
in these forward-looking statements as a result of certain factors, such as
those set forth under "Risk Factors" and elsewhere in this annual report.
OVERVIEW
We are a financial and business information company that specializes in
providing information contained in SEC filings in an easy-to-use, searchable and
functional format. We launched our EDGAR Online website in January 1996 and
began selling our subscription services and establishing contractual
relationships with business and financial information websites to supply EDGAR
content. Our primary focus was generating sales leads and building brand
recognition.
We went public in May 1999. In September 1999, we acquired all of the
outstanding equity of Partes Corporation, owner of our Freeedgar.com website,
for $9.9 million. The purchase price consisted of the issuance of common stock,
stock options and warrants, the assumption of liabilities and acquisition
related expenses. In October 2000, we acquired all the outstanding equity of
Financial Insight Systems, Inc. for approximately $28.1 million. The purchase
price included the issuance of common stock, a cash payment, issuance of notes
and acquisition related expenses.
We have never operated at a profit and our revenues have decreased from
a peak of approximately $17.1 million in 2001 to approximately $14.3 million in
2003. This decrease is primarily due to a $4.0 million decrease in technical
services. We have, however, generated positive cash flow from operating
activities since the year ended 2001 by increasing seat-based subscription
revenue by $2.6 million and by reducing many of our operating expenses.
Specifically, we have reduced our workforce, which, in turn, has reduced our
costs of sales, development costs and general and administrative expenses.
We are continuing to focus on growing our subscription revenues and
corporate data sales and expect to continue to generate positive cash flow from
operations by offering the following products and services:
Subscription Services. Our subscription services include EDGAR Online
Pro, EDGAR Online Access and FreeEDGAR. EDGAR Online Pro is sold by our sales
force and is available via multi-seat and enterprise-wide contracts. Sales leads
are primarily provided from the traffic to our subscription websites from Yahoo!
Finance and Freeedgar.com and from the migration of users from EDGAR Online
Access. In 2004, we expect to increase sales leads to our services through our
relationship with Microsoft. In January 2004, after we added new databases and
functionality to EDGAR Online Pro, we raised the price of a new subscription
from $50 per month or $600 per year to $100 per month or $1,200 per year.
Additional fees are applied when the customer requests additional, specific
content such as conference call transcripts and global annual and interim
reports. Our mid-tiered service, EDGAR Online Access, is available for $180 per
year and is purchased annually or quarterly in advance with a credit card.
Revenue from subscription services is recognized ratably over the subscription
period, which is typically three or twelve months.
Digital Data Feeds. Through EDGAR Online Explorer, we license services
that integrate our products into our customers' existing applications. The price
for a digital data feed ranges from as low as $1,200 to as high as $180,000 per
year. Prices vary depending on such factors as the quantity, type and format of
information provided. Revenue from digital data feeds 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.
Other Services. We provide technical services to Nasdaq. Several of our
technical and non-technical contract employees operate, maintain and support the
Nasdaq Online website. We also generate ancillary advertising and e-commerce
revenues through the sale of advertising banners, sponsorships and through
e-commerce activities
20
such as marketing third party services to the users of our websites. 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
The following table sets forth the percentage relationships of certain
items from our Consolidated Statements of Operations as a percentage of total
revenue.
YEAR ENDED DECEMBER 31,
-----------------------
2001 2002 2003
---- ---- ----
Total revenues 100% 100% 100%
Cost of revenues 26 16 14
--- --- ---
Gross profit 74 84 86
Operating expenses:
Sales and marketing 14 14 15
Product development 13 14 12
General and administrative 49 48 50
Restructuring and severance costs 6 (1) 5
Amortization and depreciation 28 18 17
--- --- ---
Loss from operations (36) (9) (14)
Interest and other, net (4) (2) (1)
--- --- ---
Loss before cumulative effect of
change in accounting principle (40) (11) (15)
CUMULATIVE EFFECT OF CHANGE
in accounting principle - (58) -
--- --- ---
Net loss (40)% (68)% (15)%
COMPARISON OF THE YEARS 2003, 2002, AND 2001
REVENUES
Total revenues for the year ended December 31, 2003 decreased 11% to
$14.3 million, from $16.2 million for the year ended December 31, 2002. The net
decrease in revenues is primarily attributable to a $1.5 million, or 35%,
decrease in technical services revenues, a $628,000, or 46%, decrease in
advertising and e-commerce revenues, and a $547,000, or 10%, decrease in data
sales which were partially offset by a $806,000, or 16%, increase in seat-based
subscriptions.
Total revenues for the year ended December 31, 2002 decreased 5% to
$16.2 million from $17.1 million for the year ended December 31, 2001. The net
decrease in revenues is primarily attributable to a $2.5 million, or 37%,
decrease in technical services revenues, a $112,000, or 8%, decrease in
advertising and e-commerce revenues, and a $36,000, or 1%, decrease in data
sales which were partially offset by a $1.8 million, or 52%, increase in
seat-based subscriptions.
Seat-based Subscriptions
YEAR ENDED DECEMBER 31,
-----------------------------
2001 2002 2003
---- ---- ----
REVENUES (IN $000S) $ 3,387 $ 5,148 $ 5,953
Percentage of total revenue 20% 32% 42%
Number of subscribers 23,500 26,500 27,000
Average price per subscriber $ 144 $ 194 $ 220
The increase in seat-based subscription revenue in 2003 and 2002 is
primarily due to an increase in the average price per seat as well as an
increase in the number of seat-based contracts and individual accounts. During
21
2003 and 2002, we sold over 2,000 and 4,700 subscriptions, respectively, for our
premium product, EDGAR Online Pro. The increases in premium subscriptions were
offset by cancellations and user migrations from our mid-tiered service, EDGAR
Online Access, to EDGAR Online Pro. In late 2003 and early 2004, we expanded our
telesales and account management capabilities in order to sell EDGAR Online Pro
to new customers, reduce cancellations and capitalize on the Microsoft
relationship. With an expanded sales team we expect to increase seat-based
subscriptions and our average price per subscriber.
Data Sales
YEAR ENDED DECEMBER 31,
--------------------------
2001 2002 2003
---- ---- ----
REVENUES (IN $000S) $ 5,416 $ 5,380 $ 4,833
Percentage of total revenue 32% 33% 34%
Number of contracts 215 191 220
Average price per contract $25,191 $28,168 $21,968
The decrease in data sales in 2003 from 2002 was $547,000. This
decrease was primarily attributable to the fact that two of our largest
customers reduced their purchases by an aggregate of $1.0 million. We were able
to offset these significant contract reductions by adding a number of new
customers and by expanding the scope of services with our existing customers. In
2003, these two customers represented 10% of data sales and 3% of total revenue.
In 2004, the data sales from these two customers are expected to remain
approximately the same as in 2003. The decrease in data sales in 2002 from 2001
was due to the overall decrease in the number of contracts.
Technical services
YEAR ENDED DECEMBER 31,
--------------------------
2001 2002 2003
---- ---- ----
REVENUES (IN $000S) $6,782 $4,287 $2,805
Percentage of total revenue 40% 27% 19%
The decrease in technical services revenue in 2003 from 2002 is
primarily 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
moved out of 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 and we expect technical
services revenue will be approximately $200,000 per quarter. The decrease in
technical services revenue in 2002 from 2001 is primarily due to contract
terminations with two other consulting clients.
Advertising and E-Commerce
YEAR ENDED DECEMBER 31,
--------------------------
2001 2002 2003
---- ---- ----
REVENUES (IN $000S) $1,467 $1,355 $ 728
Percentage of total revenue 8% 8% 5%
The decrease in advertising and e-commerce revenues is primarily due to
the decrease in advertising rates and impressions due to the migration of many
of our users to our premium service that does not support ads. In 2002, the
decrease was partially offset by an increase in e-commerce activities such as
list rentals and sales of third party data.
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.
22
Total cost of revenues for the year ended December 31, 2003 decreased
$653,000, or 25%, to $2.0 million, from $2.6 million for the year ended December
31, 2002. 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 March 31, 2003.
Total cost of revenues for the year ended December 31, 2002 decreased
$1.8 million, or 41%, to $2.6 million from $4.4 million for the year ended
December 31, 2001. The decrease in cost of revenues is primarily attributable to
a decrease in content feeds and barter expense as well as the reassignment of
certain previously billable employees to the development team due to lost
technical services revenue.
OPERATING EXPENSES
Selling 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 year ended December 31, 2003 decreased $149,000, or 6%, to $2.2 million,
from $2.3 million for the year ended December 31, 2002, due to a reduction in
our discretionary advertising spending and marketing campaigns as well as the
workforce reduction effected March 31, 2003. Sales and marketing expenses for
the year ended December 31, 2002 decreased $87,000, or 4%, to $2.3 million, from
$2.4 million for the year ended December 31, 2001, due to a reduction in our
advertising spending and marketing campaigns offset by the addition of sales
people in 2002.
Development. Development expenses for the year ended December 31, 2003
decreased $545,000, or 24%, to $1.7 million, from $2.2 million for the year
ended December 31, 2002. The decrease in development expenses is primarily due
to the workforce reduction effected March 31, 2003. Development expenses for the
year ended December 31, 2002 increased $96,000, or 4%, to $2.2 million, from
$2.1 million for the year ended December 31, 2001, primarily due to the
reassignment of certain previously billable employees from cost of sales to the
development team which was offset by a reduction in expenses resulting from
closing our Kirkland, Washington office.
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 year ended December 31, 2003 decreased $535,000, or 7%, to $7.2
million, from $7.8 million for the year ended December 31, 2002. The decrease in
general and administrative expenses was primarily due to the workforce reduction
effected March 31, 2003. These decreases in 2003 were offset by costs incurred
in association with a terminated proposed transaction. General and
administrative expenses for the year ended December 31, 2002 decreased $658,000,
or 8%, to $7.8 million, from $8.4 million for the year ended December 31, 2001
primarily due to a decrease in personnel and general corporate expenses.
Restructuring Costs. 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 $783,600 of related severance costs in the first quarter of 2003.
During the second quarter of 2001, we recorded a $912,000 pre-tax
charge associated with closing our Kirkland, Washington office. These costs
include severance payments, non-recoverable lease liabilities, loss on fixed
assets, and the cost of non-cancelable service contracts for operating expenses
such as phone lines and equipment leases. We recorded an additional $84,000 in
September 2001 related to severance expenses for certain employees of Financial
Insight Systems, Inc. In 2002, approximately $182,000 of these charges were
reversed as contract terminations were re-negotiated.
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 year
ended December 31, 2003 decreased $377,000, or 13%, to $2.5 million, from $2.9
million for the year ended December 31, 2002 due to several fixed assets
becoming fully depreciated in 2003. Depreciation and amortization for the year
ended December 31, 2002 decreased $1.9 million, or 40%, to $2.9 million, from
$4.8 million for the year ended December 31, 2001 due to the adoption of SFAS
142, "Goodwill and Other Intangible Assets," which requires that goodwill no
longer be amortized, as well as the retirement of assets associated with
closing our Kirkland, Washington office.
23
Eliminating the goodwill amortization deduction resulted in a decrease in
amortization expense of $1.6 million or $0.11 per share for the year ended
December 31, 2002.
Cumulative Effect of Change in Accounting Principle. As required by
SFAS No. 142, which we adopted effective January 1, 2002, we performed a
transitional assessment to determine whether there was an impairment of goodwill
at the effective date. Based on this assessment, we 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.
The impaired goodwill was not deductible for tax purposes, and as a result, no
tax benefit has been recorded in relation to the charge.
SELECTED QUARTERLY REVENUE RESULTS
The following table sets forth unaudited revenue results for each of
our last eight fiscal quarters. In the opinion of management, this unaudited
quarterly information has been prepared on a basis consistent with our audited
consolidated financial statements and includes all adjustments (consisting of
normal and recurring adjustments) that management considers necessary for a fair
presentation of the data. These quarterly revenue results are not necessarily
indicative of future quarterly patterns or revenue results. This information
should be read in conjunction with our financial statements and the related
notes included elsewhere in this annual report.
THREE MONTHS ENDED
-----------------------------------------------------------------------------------------------------
MAR. 31, JUNE 30, SEPT. 30, DEC. 31, MAR. 31, JUNE 30, SEPT. 30, DEC. 31,
2002 2002 2002 2002 2003 2003 2003 2003
---------- ---------- ---------- ---------- ---------- ---------- ---------- ----------
(UNAUDITED)
REVENUE SOURCES:
Seat-based
subscriptions..... $1,108,133 $1,254,537 $1,382,189 $1,402,949 $1,423,443 $1,484,441 $1,502,116 $1,543,367
Data sales.......... 1,442,478 1,360,125 1,353,351 1,224,295 1,191,920 1,301,287 1,168,743 1,170,848
Technical services.. 1,143,133 1,101,833 1,020,468 1,021,853 1,019,606 1,014,814 423,090 347,912
Advertising and
e-commerce........ 391,869 398,643 305,602 259,376 200,818 193,441 207,055 126,241
---------- ---------- ---------- ---------- ---------- ---------- ---------- ----------
Total............... $4,085,613 $4,115,138 $4,061,610 $3,908,473 $3,835,787 $3,993,983 $3,301,004 $3,188,368
========== ========== ========== ========== ========== ========== ========== ==========
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 and while maintaining
stringent cost controls. Assuming no further revenue decreases, we expect to
continue to have positive cash flows from operations, although no assurance can
be given in that regard.
Net cash provided by operating activities decreased from $674,070 to
$1,566,038 for the years ended December 31, 2003 and 2002, respectively,
primarily due to the increase in loss from operations. Capital expenditures,
primarily for computers and equipment, totaled $600,154 for the year ended
December 31, 2003 and $317,793 for the year ended December 31, 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, we paid a transaction fee equal to 4.625% of the gross proceeds and
issued 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, 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, and
are required to make payments to Mr. Vos of $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 2005. On March 31, 2003, we effected a plan
to align our cost structure with current business conditions. These conditions
include an anticipated reduction in technical services revenues related to the
Nasdaq contract, which began in the second half of 2003, by approximately $2.4
million annually. The plan entailed a reduction in workforce of 17%,
24
which was effected in March 2003. We anticipate that this action will reduce
operating expenses on an annualized basis by approximately $1.2 to $1.3 million.
We 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 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.
At December 31, 2003, we had cash on hand of $3.9 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 the note 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.
Our future contractual obligations at December 31, 2003, in thousands,
were as follows:
2004 2005 2006 2007 Total
------ ------ ------ ------ ------
Notes payable and interest $1,926 $ -- $ -- $ -- $1,926
Operating leases 835 730 313 56 1,934
Severance payments 251 103 -- -- 354
------ ------ ------ ------ ------
$3,012 $ 833 $ 313 $ 56 $4,214
We intend to fund these obligations from our cash on hand at December
31, 2003, as well as through future operating cash flows and funds raised in
this offering.
CRITICAL ACCOUNTING POLICIES AND ESTIMATES
The discussion and analysis of our financial condition and results of
operations is based upon our financial statements, which have been prepared in
accordance with accounting principles generally accepted in the United States.
The preparation of these financial statements requires us to make estimates and
judgments that affect the reported amounts of assets, liabilities, revenues and
expenses, and related disclosure of contingent assets and liabilities. Actual
results may vary from these estimates under different assumptions or conditions.
On an on-going basis, we evaluate our estimates, including those related to the
allowance for doubtful accounts, estimated useful lives of intangible assets and
the determination of restructuring obligations. We base our estimates on
historical experience, business practices and corporate policies, contractual
provisions and various other assumptions that are believed to be reasonable
under the circumstances.
We derive revenues from four primary sources: seat-based subscriptions
to our Web 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 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, and 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.
Several of our accounting policies involve significant judgments and
uncertainties. The policies with the greatest potential effect on our results of
operations and financial position include the estimated collectibility of
accounts receivable, the estimated useful lives and fair values of intangible
assets and the estimated fair value of goodwill. We maintain an allowance for
doubtful accounts for estimated losses resulting from the inability of customers
to make payments and for sales allowances. If the financial conditions of our
customers deteriorate or there are specific factors resulting from the specific
type of product, or customer class inability to make payments, additional
allowances will be required. We establish the estimated useful lives of our
intangible assets based on a number of factors, which is in part based on our
assessments of the technology and customer relationships acquired. If these
estimates change, the estimated useful lives of our intangibles may require
adjustment. We 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. These evaluations are done with the
assistance of an independent valuation firm and include assumptions regarding
future cash flows, growth rates, and discount rates. Subsequent reviews may
result in future periodic impairments that could have a material adverse effect
on the results of operations in the period recognized.
25
RECENT ACCOUNTING PRONOUNCEMENTS
In May 2003, the FASB issued SFAS No. 150, "Accounting for Certain
Financial Instruments with Characteristics of both Liabilities and Equity." SFAS
150 provides guidance on how an entity classifies and measures certain financial
instruments with characteristics of both liabilities and equity. This statement
is effective for financial instruments entered into or modified after May 31,
2003, and otherwise was effective at the beginning of the first interim period
beginning after June 15, 2003. The adoption of this statement will not have a
material impact on our financial position or results of operations.
In April 2003, the FASB issued SFAS No. 149, "Amendment of Statement
133 on Derivative Instruments and Hedging Activities." The statement amends and
clarifies accounting and reporting for derivative instruments, including certain
derivative instruments embedded in other contracts, and hedging activities. This
statement is designed to improve financial reporting such that contracts with
comparable characteristics are accounted for similarly. The statement, which is
generally effective for contracts entered into or modified after June 30, 2003,
will not have a material impact on our financial position or results of
operations.
In November 2002, the FASB issued FIN No. 45, "Guarantor's Accounting
and Disclosure Requirements for Guarantees, Including Indirect Guarantees of
Indebtedness of Others." FIN 45 addresses the disclosures to be made by a
guarantor in its interim and annual financial statements about its obligations
under certain guarantees. FIN 45 also clarifies that a guarantor is required to
recognize, at the inception of a guarantee, a liability for the fair value of
the obligation undertaken in issuing the guarantee. The disclosure requirements
in this Interpretation are effective for financial statements of interim or
annual periods ending after December 15, 2002. The adoption of FIN 45 did not
have a material impact on our financial position or results of operations.
In January 2003, the FASB issued Interpretation No. 46, "Consolidation
of Variable Interest Entities" and in December 2003, a revised interpretation
was issued. In general, a variable interest entity is a corporation,
partnership, trust, or any other legal structure used for business purposes that
either does not have equity investors with voting rights or has equity investors
that do not provide sufficient financial resources for the entity to support its
activities. FIN 46 requires a variable interest entity to be consolidated by a
company if that company is designated as the primary beneficiary. Application of
FIN 46 is required in financial statements of public entities that have interest
in structures that are commonly referred to as special-purpose entities, for
periods ending after December 15, 2003. Application by public entities, other
than small business issuers, for all other types of variable interest entity,
non- special-purpose entities, is required in financial statements for periods
ending after March 15, 2004. The adoption of FIN 46 did not have a material
impact on our financial position or results of operations.
In November 2002, the FASB reached a consensus regarding EITF Issue No.
00-21, "Revenue Arrangements with Multiple Deliverables." EITF 00-21 addresses
accounting for arrangements that may involve the delivery or performance of
multiple products, services, and/or rights to use assets. The guidance provided
by EITF 00-21 is effective for contracts entered into on or after July 1, 2003.
The adoption of EITF 00-21 did not have a material impact on our financial
position or results of operations.
26
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
INTEREST RATE FLUCTUATIONS
We generally investment in short-term, low risk instruments. We believe
that any change 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 any derivative financial instruments.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
The financial statements required by this Item 8 are set forth in Item
15 of this Form 10-K. All information which has been omitted is either
inapplicable or not required.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.
On September 15, 2003, we dismissed KPMG LLP (KPMG) as our principal
accountant engaged to audit our financial statements. KPMG performed the audits
of our financial statements for the fiscal years ended December 31, 1999, 2000,
2001 and 2002. During these periods and the subsequent interim period prior to
their dismissal, there were no disagreements with KPMG on any matter of
accounting principles or practices, financial statement disclosure or auditing
scope or procedures, which disagreements, if not resolved to KPMG's
satisfaction, would have caused KPMG to make reference to the subject matter of
the disagreements in connection with KPMG's report, nor were there any
"reportable events," as such term is defined in Item 304(a)(1)(v) of Regulation
S-K, promulgated under the Securities Exchange Act of 1934, as amended
(Regulation S-K). The audit reports of KPMG for our fiscal years ended December
31, 2001 and 2002 did not contain an adverse opinion, or a disclaimer of
opinion, or qualification or modification as to uncertainty, audit scope, or
accounting principles. On September 15, 2003, we engaged BDO Seidman, LLP (BDO
Seidman) as our new independent accountants to audit our financial statements.
Before engaging BDO Siedman, we had not consulted with them regarding: (i) the
application of accounting principles to a specified transaction, either
completed or proposed; (ii) the type of audit opinion that might be rendered on
our financial statements; or (iii) any matter that was either the subject of a
disagreement (as defined in Item 304(a)(1)(iv) of Regulation S-K) or a
reportable event (as described in Item 304(a)(1)(v) of Regulation S-K).
Our Audit Committee approved the change in accountants.
ITEM 9A. CONTROLS AND PROCEDURES.
EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES
We carried out an evaluation under the supervision and with the
participation of our management, including our Chief Executive Officer and Chief
Financial Officer, of the effectiveness of our disclosure controls and
procedures, as defined in Rules 13a-15(e) and 15d-15(e) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), as of the end of the
period covered by this report. Based on the evaluation of our disclosure
controls and procedures, our Chief Executive Officer and Chief Financial Officer
have concluded that, as of the end of the period covered by this report, our
disclosure controls and procedures were effective. It should be noted that the
design of any system of controls is based in part upon certain assumptions about
the likelihood of future events, and can therefore only provide reasonable, not
absolute, assurance that the design will succeed in achieving its stated goals.
CHANGES IN INTERNAL CONTROLS
There were no significant changes in our internal controls over
financial reporting during the most recently completed fiscal quarter that
materially affected, or are reasonably likely to materially affect, our internal
controls over financial reporting.
27
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.
Our current executive officers and directors and their respective ages
as of March 30, 2004 are as follows:
NAME AGE POSITION
- ---- --- --------
Susan Strausberg (1) 64 Chief Executive Officer, President, Secretary and Director
Marc Strausberg (1) 69 Chairman of the Board of Directors
Greg D. Adams 42 Chief Operating Officer, Chief Financial Officer and Director
Stefan Chopin 45 Chief Technology Officer
Jonathan F. Bulkeley 42 Director
Benjamin A. Burditt (2)(3) 45 Director
Richard L. Feinstein (3)(4) 60 Director
Morton Mackof (2)(4) 56 Director
Mark Maged (2)(4) 72 Director
Miklos A. Vasarhelyi (3) 60 Director
- --------------------------
(1) Member of the Outside Directors Compensation Committee.
(2) Member of the Compensation Committee.
(3) Member of the Audit Committee.
(4) Member of the Nominating Committee.
SUSAN STRAUSBERG, one of our co-founders, has served as a member of our
Board of Directors, Chief Executive Officer and Secretary since our formation in
November 1995 and as President since January 2003. Ms. Strausberg served on the
Board of Directors of RKO Pictures from December 1998 to May 2001. Ms.
Strausberg is the wife of Marc Strausberg, our other co-founder and Chairman.
Ms. Strausberg received a B.A. degree from Sarah Lawrence College.
MARC STRAUSBERG, our other co-founder, has served as Chairman of our
Board of Directors since our inception in November 1995. Mr. Strausberg is the
husband of Susan Strausberg, our Chief Executive Officer and President. Mr.
Strausberg received a B.A. degree from Muhlenberg College.
GREG D. ADAMS joined us as our Chief Financial Officer in March 1999
and became Chief Operating Officer in January 2003. Mr. Adams became a member of
the Board of Directors in February 2004. Mr. Adams is a Certified Public
Accountant. From May 1996 to March 1999, Mr. Adams served as Senior Vice
President Finance and Administration of PRT Group Inc., a technology solutions
and services company. Mr. Adams is a member of the New York State Society of
Certified Public Accountants and the American Institute of Certified Public
Accountants. Mr. Adams received a B.B.A. degree in Accounting from the College
of William & Mary.
STEFAN CHOPIN was a member of our Board of Directors from 1996 until
February 2004, when he was appointed Chief Technology Officer. Mr. Chopin was
previously the President of Pequot Group Inc., a technology development company
for the financial services industry. From October 1998 to November 2001, Mr.
Chopin was the Senior Vice President of Technology for iXL Enterprises, Inc., an
e-business solutions provider.
JONATHAN F. BULKELEY has been a member of our Board of Directors since
April 2003. Mr. Bulkeley was our non-executive Vice Chairman from April 2003 to
February 2004. Since February 1998, he has served as the non-executive Chairman
of QXL ricardo plc, an online auction company in Europe. From February 2001 to
October 2001, Mr. Bulkeley served as Chairman and CEO of LifeMinders Inc., an
online direct marketing firm and served as a director of that company from
August 1999 until October 2001. From January 1999 to January 2000, Mr. Bulkeley
served as Chief Executive Officer of barnesandnoble.com. Mr. Bulkeley received a
B.A. degree from Yale University.
28
BENJAMIN A. BURDITT has been a member of our Board of Directors since
April 2003. Mr. Burditt was the Senior Vice President of Scripps Ventures, LLC,
a venture capital firm which he co-founded in 1996. He received an M.B.A. degree
from Yale University and a B.A. degree in economics from Middlebury College.
RICHARD L. FEINSTEIN has been a member of our Board of Directors since
April 2003. Mr. Feinstein is currently a private consultant providing management
and financial advice to clients in a variety of industries. From December 1997
to October 2002, Mr. Feinstein was a Senior Vice President and Chief Financial
Officer for The Major Automotive Companies, Inc. (Nasdaq: MAJR), formerly a
diversified holding company, but now engaged solely in retail automotive
dealership operations. Mr. Feinstein, a certified public accountant, received a
B.B.A. degree from Pace University.
MORTON MACKOF joined our Board of Directors in February 2004. Currently
a consultant, Mr. Mackof has served in numerous executive capacities with
Nexaweb Technologies, Pact, International Business Machines, and Third
Millennium Technology. Mr. Mackof also served as the President and Executive
Vice President of Sales and Marketing for Track Data Corporation. Mr. Mackof
received a B.S. in Electrical Engineering from Rensselaer Polytechnic Institute.
MARK MAGED has been a member of our Board of Directors since March
1999. Since 1992, Mr. Maged, either individually or as Chairman of MJM
Associates, LLC, has engaged in various private investment banking activities in
the United States and internationally. From September 1995 through May 2000, he
was chairman of Internet Tradeline, Inc. Mr. Maged received a B.S.S. from the
College of the City of New York and an M.A. and L.L.B. from Harvard University.
MIKLOS A. VASARHELYI joined our Board of Directors in February 2004.
Since 1989, Dr. Vasarhelyi has been the KPMG Professor of Accounting Information
Systems of the Graduate School of Management at Rutgers University, where he is
also the director of the Rutgers Accounting Research Center. Dr. Vasarhelyi has
also been a Technology Consultant for the E-Commerce Solutions Group of AT&T
Laboratories since 1985. Dr. Vasarhelyi received B.S. degrees from the State
University of Guanabara (Economics) and Catholic University of Rio de Janeiro
(Electrical Engineering), an M.B.A. from the Massachusetts Institute of
Technology in Management and a Ph.D. from the University of California, Los
Angeles (Management Information Systems).
BOARD OF DIRECTORS AND COMMITTEES
Our Board of Directors has an Audit Committee, a Compensation
Committee, an Outside Directors Compensation Committee and a Nominating
Committee.
The Audit Committee reviews, acts on and reports to the Board of
Directors with respect to various auditing and accounting matters, including
selecting our independent auditors, the scope of the annual audits, fees to be
paid to the auditors, the performance of our independent auditors and our
accounting practices. The members of the Audit Committee currently are Messrs.
Burditt, Feinstein and Vasarhelyi, each of whom are non-employee directors.
The Compensation Committee reviews and approves the compensation and
benefits of our key executive officers, administers our employee benefit plans
and makes recommendations to the Board regarding such matters. The members of
the Compensation Committee are Messrs. Mackof, Maged and Burditt. Mr. Maged
serves as the Chairman of the Compensation Committee.
The Outside Directors Compensation Committee has the discretion of
granting compensation and stock options to the outside directors under the terms
of the 1999 Outside Directors Stock Option Plan. The members of the Outside
Directors Compensation Committee are Marc Strausberg and Susan Strausberg.
The Nominating Committee reviews and assesses the composition of the
Board, assists in identifying potential new candidates for Director and
nominates candidates for election to the Board of Directors. The Nominating
Committee currently consists of Messrs. Feinstein, Mackof and Maged.
AUDIT COMMITTEE FINANCIAL EXPERT
Under new rules of the SEC, companies are required to disclose whether
their audit committees have an
29
"audit committee financial expert" as defined in Item 401(h) of Regulation S-K
under the Exchange Act and whether that expert is "independent" as that term is
used in Item 7(d)(3)(iv) of Schedule 14A under the Exchange Act. The Board of
Directors has determined that Mr. Feinstein is a "financial expert" and is also
"independent."
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Exchange Act generally requires our executive
officers and directors, and persons who own more than ten percent of our common
stock, to file reports of beneficial ownership and changes in beneficial
ownership with the SEC. Regulations promulgated by the SEC require us to
disclose any reporting violations with respect to the 2003 fiscal year which
came to our attention based on a review of the applicable filings required by
the SEC to report the status of an officer or director, or the changes in
beneficial ownership as submitted to us. Based solely on review of such forms
received by us, we believe that all required reports for the 2003 fiscal year
have been timely filed.
CODE OF ETHICS
We have adopted a written Code of Ethics (the "Code of Ethics") that
applies to our Chief Executive Officer and Chief Financial Officer. A copy of
the Code of Ethics is available on our website at www.edgar-online.com and print
copies are available to any shareholder that requests a copy. Any amendment to
the Code of Ethics or any waiver of the Code of Ethics will be disclosed on our
website promptly following the date of such amendment or waiver.
CODE OF CONDUCT
We have adopted a Code of Conduct that applies to all employees,
including all executive officers and senior financial officers and directors. A
copy of the Code of Conduct is available on our website at www.edgar-online.com
and print copies are available to any shareholder that requests a copy. Any
amendment to the Code of Conduct or any waiver of the Code of Conduct will be
disclosed on our website promptly following the date of such amendment or
waiver.
30
ITEM 11. EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
The following table sets forth the total compensation paid or accrued
for the fiscal years ended December 31, 2003, 2002 and 2001 by our Chief
Executive Officer and our four most highly compensated executive officers (other
than our Chief Executive Officer).
LONG-TERM
COMPENSATION
ANNUAL COMPENSATION SECURITIES
------------------- UNDERLYING
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS OTHER (2) OPTIONS (#)
- --------------------------- ---- ------ ----- -------- ----------
Susan Strausberg (1) 2003 $211,231 --- $ 12,115 27,500
Chief Executive Officer and President 2002 $152,923 --- --- 14,000
2001 $149,654 --- --- 47,500
Marc Strausberg 2003 $113,846 --- $ 12,115 15,000
Chairman 2002 $146,885 --- --- 14,000
2001 $149,654 --- --- 47,500
Tom Vos 2003 $ 41,731 --- $340,000(3) ---
Former President and Chief 2002 $149,904 --- --- 14,000
Operating Officer 2001 $149,173 --- --- 47,500
Greg Adams (1) 2003 $193,346 --- $ 18,000 130,000
Chief Operating Officer and Chief 2002 $149,904 --- $ 43,049 14,000
Financial Officer 2001 $149,173 --- $ 8,100 47,500
(1) Effective January 27, 2003, Ms. Strausberg assumed the responsibilities of
President and Mr. Adams assumed the responsibilities of Chief Operating Officer.
(2) Other compensation is comprised of commutation allowances and a commission
paid in 2002 to Mr. Adams for certain sales.
(3) Includes amounts paid under a Separation and Release Agreement between us
and Mr. Vos. Mr. Vos' employment terminated in March 2003.
OPTION GRANTS IN LAST FISCAL YEAR
The following table sets forth information regarding stock options
granted to each of the executives named in the Summary Compensation Table above
during the 2003 fiscal year. We have never granted any stock appreciation
rights.
POTENTIAL REALIZABLE
INDIVIDUAL GRANTS(1) VALUE AT ASSUMED
-------------------- ANNUAL RATES OF
NUMBER OF PERCENT OF STOCK PRICE
SECURITIES TOTAL OPTIONS EXERCISE APPRECIATION FOR
UNDERLYING GRANTED TO PRICE PER OPTION TERM(3)
OPTIONS EMPLOYEES IN SHARE ---------------------
NAME GRANTED 2003(2) ($) EXPIRATION DATE 5% 10%
---- ------- ------- --- --------------- -- --
Susan Strausberg.. 27,500 3.79% $ 1.10 February 11, 2013 $ 28,363 $ 43,713
Marc Strausberg... 15,000 2.07% $ 1.10 February 11, 2013 $ 15,471 $ 23,843
Tom Vos........... -- -- -- -- -- --
Greg Adams........ 30,000 4.13% $ 1.00 February 11, 2013 $ 51,608 $ 99,946
100,000 13.78% $ 1.21 June 18, 2013 $151,025 $312,155
(1) Each option represents the right to purchase one share of common stock. The
options shown in this table were all granted under our 1996 and 1999 Stock
Option Plans, as amended.
(2) In the 2003 fiscal year, we granted options to employees to purchase an
aggregate of 725,550 shares of common stock.
31
(3) Amounts represent hypothetical gains that could be achieved for the
respective options if exercised at the end of the option term. The 5% and 10%
assumed annual rates of compounded stock price appreciation are mandated by the
rules of the SEC and do not represent our estimate or projection of future
common stock price growth. These amounts represent certain assumed rates of
appreciation in the value of our common stock from the fair market value on the
date of grant. Actual gains, if any, on stock option exercises depend on the
future performance of the common stock and overall stock market conditions. The
amounts reflected in the table may not necessarily be achieved.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION
VALUES
The following table sets forth information concerning the exercise of
stock options during the 2003 fiscal year by each of the executives named in the
Summary Compensation Table above and the fiscal year-end value of unexercised
options. No options were exercised by any of the executives named in the Summary
Compensation Table above during this period.
NUMBER OF
SECURITIES UNDERLYING VALUE OF UNEXERCISED
UNEXERCISED OPTIONS AT IN-THE-MONEY OPTIONS AT
DECEMBER 31, 2003 DECEMBER 31, 2003 (1)
NAME EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- ----------- ------------- ----------- -------------
Susan Strausberg 78,834 45,166 $ 10,350 $ 15,675
Marc Strausberg 78,834 32,666 $ 10,350 $ 8,550
Tom Vos 373,834 17,666 $296,825 --
Greg Adams 238,834 147,666 $ 12,825 $ 66,100
(1) The fair market value of the common stock as of December 31, 2003 was $1.67.
EMPLOYMENT AGREEMENTS
We entered into a five-year amended and restated employment agreement,
dated as of May 6, 1999, with Susan Strausberg. The agreement extends
automatically for an additional year at the end of the initial term and each
anniversary thereafter unless 30-day prior notice of termination is provided by
either Ms. Strausberg or us. The agreement provides for a minimum annual salary
of $150,000, and an annual bonus at the discretion of the Board. In the event
there is a change of control (as defined in the agreement) and Ms. Strausberg's
employment is terminated (either by her or us) within one year thereafter, Ms.
Strausberg will receive a severance benefit equal to the product of 2.99 times
the sum of (i) $150,000 and (ii) the average of her last two annual cash
bonuses. Additionally, the agreement contains non-compete and non-solicitation
provisions effective during the term of her employment and for one year
thereafter. In consideration of Ms. Strausberg assuming the additional
responsibilities of President, we and Ms. Strausberg executed an amendment to
her employment agreement dated March 17, 2003. Ms. Strausberg's annual
compensation was increased to $220,000 per annum and Ms. Strausberg was provided
with a commutation allowance equal to $1,750 per month.
We entered into a five-year amended and restated employment agreement
dated as of May 6, 1999 with Marc Strausberg. The agreement extends
automatically for an additional year at the end of the initial term and each
anniversary thereafter unless 30-day prior notice of termination is provided by
either Mr. Strausberg or us. The agreement provides for a minimum annual salary
of $150,000, and an annual bonus at the discretion of the Board. In the event
there is a change of control (as defined in the agreement) and Mr. Strausberg's
employment is terminated (either by him or us) within one year thereafter, Mr.
Strausberg will receive a severance benefit equal to the product of 2.99 times
the sum of (i) $150,000 and (ii) the average of his last two annual cash
bonuses. Additionally, the agreement contains non-compete and non-solicitation
provisions effective during the term of his employment and for one year
thereafter. We and Mr. Strausberg executed an amendment to his employment
agreement dated March 17, 2003. Mr. Strausberg's annual compensation was
decreased to $100,000 per annum and Mr. Strausberg was provided with a
commutation allowance equal to $1,750 per month.
32
We entered into a three-year amended and restated employment agreement
dated February 1, 2002 with Greg Adams to serve as Chief Financial Officer. The
agreement extends automatically for an additional year at the end of the initial
term and each anniversary thereafter unless 30-day prior notice of termination
is provided by either Mr. Adams or us. The agreement provides Mr. Adams with a
minimum annual salary of $150,000, and an annual bonus at the discretion of the
Board. In the event there is a change of control (as defined in the agreement)
and Mr. Adams's employment is terminated (either by him or us) within one year
thereafter, Mr. Adams will receive a severance benefit equal to the product of
2.99 times the sum of (i) his then applicable annual base salary and (ii) the
average of his last two annual cash bonuses. Additionally, the agreement
contains non-compete and non-solicitation provisions effective during the term
of his employment and for one year thereafter. In consideration of Mr. Adams
assuming the additional responsibilities of Chief Operating Officer, we and Mr.
Adams executed an amendment to his employment agreement dated February 17, 2003.
Mr. Adams' annual compensation was increased to $195,000 per annum.
We entered into a five-year amended and restated employment agreement
dated June 29, 2001 with Tom Vos to serve as President and Chief Operating
Officer. In March 2003, we and Mr. Vos entered into a Separation and Release
Agreement (the "Separation Agreement") under which Mr. Vos' employment
terminated with us as of February 24, 2003. We paid or agreed to pay Mr. Vos the
following payments (i) $250,000 on or before April 16, 2003, (ii) $50,000 on or
before January 15, 2004, (iii) $210,000 in 21 consecutive monthly installments
of $10,000 commencing on or before April 16, 2003 and (iv) $42,000 in six (or
fifteen at Mr. Vos' election) equal installments consistent with the our payroll
dates commencing January 2005. All of the foregoing payments are immediately due
and payable upon a change of control (as defined in the employment agreement
with Mr. Vos) or upon Mr. Vos' death. Mr. Vos also has the right on or after
June 30, 2004 to demand payment in full of payments then remaining due to him
under the Separation Agreement, in which event all other benefits due Mr. Vos
will terminate. We have paid and are also obligated to make scheduled payments
in 2003, 2004 and 2005 to the Deferred Compensation Plan established for the
benefit of Mr. Vos under the terms of the June 29, 2001 employment agreement.
All stock options issued to Mr. Vos are fully vested as of April 25, 2003 and
are exercisable through March 30, 2008. Mr. Vos agreed (i) to make himself
available as a consultant on an as-needed basis at our request from April 25,
2003 through June 30, 2005 for no additional consideration and (ii) to
non-compete and non-solicitation provisions which are effective through March
31, 2004.
We entered into a one-year employment agreement dated February 18, 2004
with Stefan Chopin to serve as Chief Technology Officer. The agreement provides
Mr. Chopin with a minimum salary of $195,000 and an annual bonus at the
discretion of the Board of Directors. In the event there is a change of control
(as defined in the agreement) and Mr. Chopin's employment is terminated (either
by him or us) within one year thereafter, Mr. Chopin will receive a severance
benefit equal to the sum of (i) his then applicable annual base salary and (ii)
the average of his last two annual cash bonuses. Additionally, the agreement
contains non-compete and non-solicitation provisions effective during the term
of his employment and for one year thereafter.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
No interlocking relationships exist between any members of our Board or
the Compensation Committee and the board of directors or compensation committee
of any other company, nor has any such interlocking relationship existed in the
past.
DIRECTOR COMPENSATION
Directors are currently eligible to receive stock options every three
years under any one of our three stock option plans: the 1996 Stock Option Plan,
the 1999 Stock Option Plan and the 1999 Outside Directors' Stock Option Plan. In
August 2000, each of our non-employee directors was granted options to purchase
7,500 shares of common stock at an exercise price of $3.50 per share under the
1999 Stock Option Plan. In August 2002, each of our non-employee directors were
granted options to purchase 10,000 shares of our common stock at a price of
$1.75 per share under our 1999 Outside Directors Stock Option Plan.
In November 2002, a Merger and Acquisition Committee was formed
consisting of our former outside directors, Bruce Bezpa and Stefan Chopin, and
our current outside director, Mark Maged, to explore a proposed transaction.
Each member of the committee was paid $7,500 in 2002 and $7,500 in 2003. The
proposed merger was not consummated, and no further payments are due to the
members of this committee, which has since been terminated.
33
In January 2003, Douglas McIntyre, a former outside director, was
granted options to purchase 15,000 shares of common stock at an exercise price
of $1.42 per share under our 1999 Outside Directors Stock Option Plan. These
options were cancelled when Mr. McIntyre resigned from the Board of Directors in
April 2003.
In April 2003, Messrs. Burditt and Feinstein were each granted options
to purchase 15,000 shares at an exercise price of $0.86 per share under our 1999
Outside Directors Stock Option Plan.
In April 2003, Jonathan Bulkeley was granted options to purchase 75,000
shares of our common stock at a price of $0.86 under our 1999 Stock Option Plan.
Mr. Bulkeley also entered into a consulting agreement which paid him an annual
salary of $60,000 to serve as non-executive Vice Chairman of the Board of
Directors. On February 2, 2004, the consulting agreement was terminated. Mr.
Bulkeley continues to serve on the Board of Directors.
In February 2004, Messrs. Mackof and Vasarhelyi were each granted
options to purchase 15,000 shares at an exercise price of $1.75 per share under
our 1999 Outside Directors Stock Option Plan.
In addition to the grant of stock options available to directors,
non-employee directors are now eligible to receive $5,000 every six months as
consideration for their service on the Board. On December 31, 2003, each of
Messrs. Burditt, Chopin, Feinstein and Maged received $5,000. The next payment
to the non-employee directors is due June 30, 2004.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information regarding the beneficial
ownership of our common stock as of March 30, 2004 by:
- each person, or group of affiliated persons, known by us to be the
beneficial owner of more than 5% of our outstanding common stock;
- each of our directors;
- each of the executives named in the Summary Compensation Table above;
and
- all of our directors and executive officers as a group.
Except as otherwise indicated, the persons listed below have sole
voting and investment power with respect to all of the common stock owned by
them.
PERCENT
NUMBER OF OF SHARES
NAME OF BENEFICIAL OWNER SHARES (1) OWNED
------------------------ ---------- -----
Executive Officers and Directors:
Susan Strausberg (2) .......... 2,566,673 14.93%
Marc Strausberg (3) ........... 2,566,673 14.93%
Greg D. Adams (4) ............. 261,833 1.52%
Stefan Chopin (5)(6) .......... 311,884 1.83%
Jonathan Bulkeley (7) ......... 45,000 *
Benjamin A. Burditt (8) ....... 5,000 *
Richard L. Feinstein (8) ...... 5,000 *
Morton Mackof ................. - *
34
Mark Maged (6) ................ 45,143 *
Miklos A. Vasarhelyi .......... - *
All executive officers and
directors as a group
(10 persons) ............ 3,240,533 18.48%
Other 5% Stockholders:
Albert Girod (9) ............. 1,641,725 9.66%
11105 South Glen Road
Potomac, MD 02085
Bowne & Co., Inc. ............. 1,000,000 5.89%
345 Hudson Street
New York, NY 10014
Austin W. Marxe/David ......... 2,142,604 12.43%
Greenhouse (10)
153 East 53rd Street
New York, NY 10021
* Less than 1%.
(1) Shares of common stock underlying options currently exercisable or
exercisable within 60 days are deemed outstanding for the purpose of computing
the percentage ownership of the person holding such options but are not deemed
outstanding for computing the percentage ownership of any other person.
(2) Includes 156,000 shares owned by Ms. Strausberg's husband, Marc
Strausberg, EDGAR Online's Chairman of the Board and 2,212,840 shares owned by
TheBean LLC as well as 101,000 shares issuable upon exercise of options
exercisable within 60 days and 96,833 shares issuable upon exercise of options
exercisable within 60 days owned by Ms. Strausberg's husband, Marc Strausberg.
Ms. Strausberg is a managing member of TheBean LLC and as such she may be deemed
to be the beneficial owner of all the shares held by TheBean LLC. Ms. Strausberg
disclaims beneficial ownership of the shares owned by her husband.
(3) Includes 2,212,840 shares owned by TheBean LLC as well as 96,833 shares
issuable upon exercise of options exercisable within 60 days and 101,000 shares
issuable upon exercise of options exercisable within 60 days owned by Mr.
Strausberg's wife, Susan Strausberg. Mr. Strausberg is a managing member of
TheBean LLC and as such he may be deemed to be the beneficial owner of all the
shares held by TheBean LLC. Mr. Strausberg disclaims beneficial ownership of the
shares owned by his wife.
(4) Includes 261,833 shares issuable upon exercise of options exercisable
within 60 days.
(5) Includes shares owned jointly with Barbara Chopin, his wife.
(6) Includes 22,500 shares issuable upon exercise of options exercisable
within 60 days.
(7) Includes 25,000 shares issuable upon exercise of options exercisable
within 60 days.
(8) Includes 5,000 shares issuable upon exercise of options exercisable
within 60 days.
(9) Reflects amount derived from this person's Schedule 13G as filed with
the SEC on January 15, 2004.
(10) Reflects amount derived from such persons' Schedule 13G as filed with
the SEC on January 12, 2004.
35
STOCK OPTION PLANS
We currently have three stock option plans: 1996 Stock Option Plan,
1999 Stock Option Plan, as amended, and 1999 Outside Directors Stock Option
Plan. The 1996 Stock Option Plan (the "1996 Plan") provides for the granting of
options to purchase up to an aggregate of 800,000 shares of our authorized but
unissued common stock to our officers, directors, employees and consultants. The
1999 Stock Option Plan (the "1999 Plan") provides for the granting of options to
purchase up to an aggregate of 2,400,000 shares of our authorized but unissued
common stock to our officers, directors, employees and consultants. Both the
1996 Stock Option and the 1999 Stock Option Plan are intended as an incentive to
encourage stock ownership by officers and certain of our other employees in
order to increase their proprietary interest in our continued growth and success
and to encourage such employees to remain in the employ of EDGAR Online.
No incentive stock option may be granted to an individual who, at the
time the option is granted, owns, directly or indirectly, stock possessing more
than 10% of the total combined voting power of all classes of our common stock,
unless (1) such option has an exercise price of at least 110% of the fair market
value of the common stock on the date of the grant of such option and (2) such
option cannot be exercised more than five years after the date it is granted.
Under the 1999 Outside Directors Stock Option Plan, there are up to
100,000 shares authorized for issuance. Each new non-employee director will be
granted, at the time of his or her appointment and on each third anniversary
thereafter, a nonstatutory option to purchase 15,000 shares of common stock. The
exercise price of each of these options will be equal to the fair market value
of our common stock on the date of grant. These options will vest equally over a
three-year period.
As of March 29, 2004, 800,000 options were authorized under the 1996
Plan and options to purchase 644,955 shares were outstanding and 17,045 options
were available for future grants. As of March 29, 2004, 2,400,000 options were
authorized under the 1999 Plan, options to purchase 2,044,180 shares were
outstanding and 209,445 options were available for future grants. As of March
29, 2004, 100,000 options were authorized under the 1999 Outside Directors Stock
Option Plan, 90,000 options to purchase shares had been granted and 10,000
options were available for future grants. As of March 29, 2004, 100,000 options
were authorized under the FreeEDGAR Stock Option Plan and 2,025 shares were
outstanding. No future grants will be made under the FreeEDGAR Stock Option
Plan.
The exercise price of options granted under each plan are determined by
the Compensation Committee, except that the exercise price of incentive stock
options must be at least as equal to the fair market value of our common stock
on the date of grant. Each of the plans authorizes the Board of Directors to
provide for option vesting to accelerate and become fully vested in the event of
certain significant corporate transactions if the options are not assumed or
substituted by a successor corporation.
36
EQUITY COMPENSATION PLANS
The following table sets forth information as of March 29, 2004 with
respect to compensation plans under which our equity securities are authorized
for issuance.
NUMBER OF
NUMBER OF SECURITIES
SECURITIES TO BE WEIGHTED REMAINING
ISSUED UPON AVERAGE EXERCISE AVAILABLE FOR
EXERCISE OF PRICE OF FUTURE ISSUANCE
OUTSTANDING OUTSTANDING UNDER EQUITY
OPTIONS AND OPTIONS AND COMPENSATION
WARRANTS WARRANTS PLANS
-------- -------- -----
Equity compensation plans
approved by stockholders: 2,781,160 (1) $2.53 332,382 (2)
Equity compensation plans not
approved by stockholders 0 0 0
Total 2,781,160 (1) $2.53 332,382 (2)
(1) Includes 644,955 options issued and outstanding in the 1996 Stock Option
Plan with a weighted average exercise price of $2.44 per share, 2,044,180
options issued and outstanding under the 1999 Stock Option Plan with a weighted
average exercise price of $2.61 per share, 2,025 options issued and outstanding
under the FreeEDGAR Stock Option Plan with a weighted average exercise price of
$3.03 and 90,000 options issued and outstanding in the 1999 Outside Director
Plan with a weighted average exercise price of $1.46 per share.
(2) Includes 17,045 shares available for issuance under the 1996 Stock Option
Plan, 209,445 shares available for issuance under the 1999 Stock Option Plan,
95,892 shares available for issuance under the FreeEDGAR Stock Option Plan and
10,000 shares available for issuance under the 1999 Outside Directors Stock
Option Plan.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
In January 2001, we loaned the sum of $400,000 to our executives,
employees and outside directors for the purpose of purchasing shares of our
common stock from TheBean LLC, an entity in which Susan Strausberg, our Chief
Executive Officer and Marc Strausberg, our Chairman of the Board, are beneficial
owners. The common stock was purchased at a price of $1.75 per share, the
closing Nasdaq market price on the date of sale. The loan was evidenced by
separate loan and pledge agreements with, and three-year promissory notes of,
each of the borrowers. The promissory notes were full recourse and were secured
by the common stock purchased with the proceeds of the individual loans. The
then acting executive officers and outside directors participating in this
transaction were Tom Vos ($175,000 note and 100,000 shares), Greg Adams
($115,001 note and 65,715 shares), Bruce Bezpa ($10,001 note and 5,715 shares)
and Mark Maged ($30,000 note and 17,143 shares). The shares of common stock
described in this paragraph were registered for resale in a Registration
Statement on Form S-3 that was declared effective in February 2002. At December
31, 2003, all outstanding loans to executive officers and directors were fully
satisfied.
We provide customized data feeds and subscriptions services to Bowne &
Co., Inc., a beneficial owner of more than 5% of our outstanding common stock.
Revenue from this relationship totaled $340,900 for the year ended December 31,
2003. We also purchased services from Bowne & Co., Inc. in the normal course of
business totaling $42,214 for the year ended December 31, 2003.
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES.
The information required by this item is hereby incorporated by
reference to the section entitled "Fees Billed For Services Rendered By
Independent Public Accountants During the 2003 Fiscal Year" from our definitive
2004 Proxy Statement to be filed pursuant to Regulation 14A.
37
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(a) Exhibits
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
2.1 Agreement and Plan of Merger dated as of September 10, 1999 among EDGAR
Online, Inc., FreeEDGAR Acquisition Corp. and FreeEDGAR.com, Inc. (7)
2.2 Agreement and Plan of Merger dated as of October 18, 2000 among
Registrant, FIS Acquisition Corp., Financial Insight Systems, Inc. and
the Principal Stockholders named therein. (6)
3.01 Certificate of Incorporation (1)
3.02 Amended and Restated Certificate of Incorporation (2)
3.03 Bylaws (2)
4.01 Form of Specimen Stock Certificate for Registrant's Common Stock (2)
4.02 10% Convertible Subordinated Debenture due 2001(1)
4.03 Warrant to Purchase Common Stock(1)
10.01 Form of Indemnity Agreement to be entered into between the Registrant
with each of its directors and executive officers(2)
10.02 1996 Stock Option Plan(1)
10.03 1999 Stock Option Plan(2)
10.04 1999 Outside Directors Stock Option Plan(2)
10.05 Amended and Restated Employment Agreement dated as of May 6, 1999
between the Registrant and Marc Strausberg(2)
10.06 Amended and Restated Employment Agreement dated as of May 6, 1999
between the Registrant and Susan Strausberg(2)
10.07 Employment Agreement, dated as of April 23, 1999, between the
Registrant and Tom Vos(2)
10.08 Employment Agreement, dated as of May 3, 1999, between the Registrant
and Greg Adams(2)
10.09 Employment Agreement, dated as of March 11, 1997, between the
Registrant and Brian Fitzpatrick(2)
10.10 Employment Agreement, dated as of May 19, 1997, between the Registrant
and Jay Sears(2)
10.11 Employment Agreement, dated as of May 3, 1999, between Registrant and
David Trenck(2)
10.12 Securities Purchase Agreement, dated as of July 23, 1998 by and between
the Registrant and Globix Corporation(1)
10.13 Form of Registration Rights Agreement for December 1998 Investors(2)
10.14 Form of Subscription Agreement, including registration rights, for
March 1999 Investors(2)
10.15 Lease Agreement, dated April 4, 1997 by and between 50 Washington
Street Realty Corp., Pequot Systems, Inc. and the Registrant(1)
10.16 Dissemination Services Agreement dated September 11, 1998 by and
between TRW, Inc. and the Registrant(1)
10.17 Trademark License Agreement dated March 26, 1999 between the U.S.
Securities and Exchange Commission and the Registrant(2)
38
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
10.18 Agreement dated March 1, 1998 by and between the Registrant and Pequot
Systems, Inc.(2)
10.19 Form of Content License Agreement(2)
10.20 Restated Equity Purchase Agreement by and among the Registrant, Bowne &
Co., Inc., Globix Corporation, Marc Strausberg, Susan Strausberg and
Michael Horowitz(2)
10.21 Procurement and Trafficking Agreement dated August 29, 1997 by and
between the Registrant and DoubleClick Inc.(3)
10.22 Agreement dated July 23, 1998 by and between the Registrant and Globix
Corporation with annexed Co-location Service Agreement(3)
10.23 Agreement of Lease, dated June 7, 1999, by and between Sono Equities
LLC and 1122 Associates LLC, as Owner, and the Registrant, as
Tenant.(4)
10.24 Office Lease Agreement, dated January 28, 2000, by and between Yett
Family Partnership, L.P. and the Registrant, regarding 10628 NE 37th
Circle, Kirkland, Washington.(4)
10.25 Office Lease Agreement, dated January 28, 2000, by and between Yett
Family Partnership, L.P. and the Registrant, regarding 10635 NE 38th
Place, Kirkland, Washington.(4)
10.26 Office Building Lease Agreement, dated February 7, 2000, between 122
East 42nd Street LLC and Registrant.(5)
10.27 Employment Agreement, dated as of October 1, 2000, between the
Registrant and Albert E. Girod.(6)
10.28 Office Building Lease Agreement, dated July 1, 1998, as amended
September 24, 1998 by and between OTR and Financial Insight Systems,
Inc. regarding 11200 Rockville Pike, Suite 310, Rockville Maryland.(8)
10.29 Amended and Restated Stock Purchase Agreement dated as of January 8,
2002 among EDGAR Online, Inc. and the Investors set forth in Schedule I
thereto(9)
10.30 Amended and Restated Registration Rights Agreement dated as of January
8, 2002 among EDGAR Online, Inc. and the Investors set forth in
Schedule I thereto(9)
10.31 Form of Warrant(9)
10.32 Amendment to Employment Agreement of Albert E. Girod dated March 21,
2002(10)
10.33 Form of Amended and Restated Promissory Note(10)
10.34 Security Agreement dated March 21, 2002 by and among the Company,
Financial Insight Systems, Inc. and Albert E. Girod, as agent for
certain note holders(10)
10.35 Employment Agreement dated as of June 30, 2001 between the Company and
Tom Vos.(11)
10.36 Amended and Restated Employment Agreement dated as of August 1, 2001
between the Company and Paul Sappington.(11)
10.37 Employment Agreement dated as of February 1, 2001 between the Company
and Greg Adams.(11)
10.38 Amended and Restated Employment Agreement dated as of April 13, 2001
between the Company and Jay Sears.(11)
10.39 Amendment to Employment Agreement dated as of March 17, 2003 between
the Company and Susan Strausberg. (12)
10.40 Amendment of Employment Agreement dated as of March 17, 2003 between
the Company and Marc Strausberg. (12)
10.41 Amendment to Employment Agreement dated as of February 17, 2003 between
the Company and Greg Adams. (12)
39
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
10.42 Separation and Release Agreement, dated March 28, 2003 between the
Company and Tom Vos. (12)
14.1 Code of Ethics
14.2 Code of Conduct
17.1 Resignation Letter of Marc Bell(6)
21.1 Subsidiaries of EDGAR Online, Inc.
31.1 Certification of Chief Executive Officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.
31.2 Certification of Chief Financial Officer pursuant to 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.
(1) Incorporated by reference to exhibit with corresponding number filed
with the Registrant's Registration Statement on Form S-1 (the
Registration Statement), as filed with the Commission on March 30,
1999.
(2) Incorporated by reference to exhibit with corresponding number filed
with Amendment No. 1 to the Registration Statement, as filed with the
Commission on May 7, 1999.
(3) Incorporated by reference to exhibit with corresponding number filed
with Amendment No. 2 to the Registration Statement, as filed with the
Commission on May 19, 1999.
(4) Incorporated by reference to exhibit with corresponding number filed
with the Registrant's Annual Report on Form 10-K for the year ended
December 31, 1999.
(5) Incorporated by reference to exhibit with corresponding number filed
with the Registrant's Quarterly Report on Form 10-Q for the quarter
ended March 31, 2000.
(6) Incorporated by reference to exhibit with corresponding number filed
with Registrant's Current Report on Form 8-K dated November 9, 2000.
(7) Incorporated by reference to exhibit with corresponding number filed
with Registrant's Current Report on Form 8-K dated September 24, 1999.
(8) Incorporated by reference to exhibit with corresponding number filed
with Registrant's Annual Report on Form 10-K for the year ended
December 31, 2000.
(9) Incorporated by reference to exhibit with corresponding number filed
with the Company's Current Report on Form 8-K dated January 11, 2002.
(10) Incorporated by reference to exhibit with corresponding number filed
with the Company's Current Report on Form 8-K dated March 22, 2002.
(11) Incorporated by reference to exhibit with corresponding number filed
with the Registrant's Annual Report on Form 10-K for the year ended
December 31, 2001.
(12) Incorporated by reference to exhibit with corresponding number filed
with the Registrant's Annual Report on Form 10-K for the year ended
December 31, 2002.
(b) Reports on Form 8-K
On October 28, 2003, we filed a report on Form 8-K announcing the
issuance of a press release describing our results of operations for the third
quarter of 2003.
40
(c) Financial Statements and Financial Statement Schedules
The consolidated financial statements of the Company filed as part of
this Form 10-K are filed on pages F-1 to F-24 to this Form 10-K. The financial
statement schedule required by Regulation S-X follows.
SCHEDULE II -- VALUATION AND QUALIFYING ACCOUNTS
EDGAR ONLINE, INC.
FINANCIAL STATEMENT SCHEDULE
VALUATION AND QUALIFYING ACCOUNTS
BALANCE AT CHARGED TO CHARGED TO BALANCE AT
BEGINNING COSTS AND OTHER END OF
DESCRIPTION OF PERIOD EXPENSES ACCOUNTS DEDUCTIONS(1) PERIOD
- ----------- ---------- ---------- ---------- ------------- ----------
Allowance for Doubtful Accounts
Receivable
Year ended December 31, 2001.......... $344,684 545,000 50,479 (642,654) $297,509
Year ended December 31, 2002.......... $297,509 185,000 -- (258,162) $224,347
Year ended December 31, 2003.......... $224,347 157,500 -- (185,806) $196,041
(1) Write-offs of receivables.
All other schedules for which provision is made in the applicable
accounting regulations of the Securities and Exchange Commission have been
omitted because they are not required under the related instructions or are
inapplicable, or because the information has been provided in the Financial
Statement or the Notes thereto.
41
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
By: /s/ SUSAN STRAUSBERG
--------------------------------
Susan Strausberg
President and
Chief Executive Officer
Pursuant to the requirements of Section 13 or 15(d) 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.
SIGNATURE TITLE DATE
--------- ----- ----
/s/ Susan Strausberg President, Chief Executive Officer and Director March 30, 2004
- ------------------------------
Susan Strausberg
/s/ Greg D. Adams Chief Financial Officer, Chief Operating
- ------------------------------ Officer and Director March 30, 2004
Greg D. Adams
/s/ Stefan Chopin Chief Technology Officer March 30, 2004
- ------------------------------
Stefan Chopin
/s/ Marc Strausberg Chairman of the Board of Directors March 30, 2004
- ------------------------------
Marc Strausberg
/s/ Jonathan F. Bulkeley Director March 30, 2004
- ------------------------------
Jonathan Bulkeley
/s/ Benjamin A. Burditt Director March 30, 2004
- ------------------------------
Benjamin A. Burditt
/s/ Richard L. Feinstein Director March 30, 2004
- ------------------------------
Richard L. Feinstein
/s/ Morton Mackof Director March 30, 2004
- ------------------------------
Morton Mackof
/s/ Mark Maged Director March 30, 2004
- ------------------------------
Mark Maged
/s/ Miklos A. Vasarhelyi Director March 30, 2004
- ------------------------------
Miklos A. Vasarhelyi
42
EDGAR ONLINE, INC.
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
PAGE
----
Report of Independent Certified Public Accountants -
BDO Seidman, LLP.......................................... F-2
Independent Auditors' Report - KPMG LLP..................... F-3
Consolidated Balance Sheets as of December 31, 2003 and
2002...................................................... F-4
Consolidated Statements of Operations for the Years ended
December 31, 2003, 2002, and 2001......................... F-5
Consolidated Statements of Changes in Stockholders' Equity
for the Years ended December 31, 2003, 2002, and
2001 ..................................................... F-6
Consolidated Statements of Cash Flows for the Years ended
December 31, 2003, 2002, and 2001......................... F-8
Notes to Consolidated Financial Statements.................. F-9
F-1
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
The Board of Directors and Stockholders
EDGAR Online, Inc.
Norwalk, Connecticut
We have audited the accompanying consolidated balance sheet of EDGAR Online,
Inc. and subsidiaries (the "Company") as of December 31, 2003 and the related
consolidated statements of operations, changes in stockholders' equity, and cash
flows for the year then ended. We have also audited the financial statement
schedule listed under Item 15(c). These consolidated financial statements and
financial statement schedule are the responsibility of the Company's management.
Our responsibility is to express an opinion on these consolidated financial
statements and financial statement schedule based on our audit.
We conducted our audit in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements and
financial statement schedule are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements and schedule. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement and schedule
presentation. We believe that our audit provides a reasonable basis for our
opinion.
In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of EDGAR Online, Inc.
and subsidiaries at December 31, 2003, and the results of their operations and
their cash flows for the year then ended, in conformity with accounting
principles generally accepted in the United States. Also in our opinion, the
schedule presents fairly, in all material respects, the information set forth
therein.
As discussed in Note 4 to the consolidated financial statements, in 2002 the
Company changed its method of accounting for goodwill and intangible assets.
/S/ BDO SEIDMAN, LLP
New York, NY
February 2, 2004
F-2
INDEPENDENT AUDITORS' REPORT
The Board of Directors and Stockholders
EDGAR Online, Inc.:
We have audited the accompanying consolidated balance sheet of EDGAR Online,
Inc. and subsidiaries (the "Company") as of December 31, 2002 and the related
consolidated statements of operations, changes in stockholders' equity, and cash
flows for each of the years in the two-year period ended December 31, 2002. In
connection with our audits of the consolidated financial statements, we also
have audited the related financial statement schedule listed under Item 15(c).
These consolidated financial statements and financial statement schedule are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these consolidated financial statements and financial statement
schedule based on our audits.
We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of EDGAR Online, Inc.
and subsidiaries as of December 31, 2002 and the results of their operations and
their cash flows for each of the years in the two-year period ended December 31,
2002, in conformity with accounting principles generally accepted in the United
States of America. Also in our opinion, the related financial statement
schedule, when considered in relation to the basic consolidated financial
statements taken as a whole, presents fairly, in all material respects, the
information set forth therein.
As discussed in Note 4 to the consolidated financial statements, in 2002 the
Company changed its method of accounting for goodwill and other intangible
assets as of January 1, 2002.
/S/ KPMG LLP
New York, New York
March 26, 2003
F-3
EDGAR ONLINE, INC.
CONSOLIDATED BALANCE SHEETS
DECEMBER 31, DECEMBER 31,
2003 2002
------------ ------------
ASSETS
Current assets:
Cash and cash equivalents ..................................... $ 3,859,859 $ 5,549,934
Accounts receivable, less allowance for doubtful accounts of
$196,041 and $224,347, respectively ......................... 1,430,460 1,561,899
Other current assets .......................................... 439,094 316,016
------------ ------------
Total current assets ..................................... 5,729,413 7,427,849
Property and equipment, net ................................... 1,477,284 1,693,334
Goodwill ...................................................... 2,189,089 2,189,089
Intangible assets, net ........................................ 9,464,601 11,134,774
Investments ................................................... -- 16,667
Employee loans and advances ................................... -- 431,596
Other assets .................................................. 284,824 325,383
------------ ------------
Total assets ............................................. $ 19,145,211 $ 23,218,692
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable .............................................. $ 360,690 $ 520,669
Accrued expenses .............................................. 700,689 749,226
Deferred revenues ............................................. 2,040,016 1,743,901
Capital lease payable, current portion ........................ -- 7,425
Current portion of notes payable .............................. 1,900,000 1,900,000
Accrued interest .............................................. 25,729 49,083
------------ ------------
Total current liabilities ................................ 5,027,124 4,970,304
Notes payable, long-term ...................................... -- 1,878,394
Other long-term payables ...................................... 102,972 --
------------ ------------
Total liabilities ........................................ 5,130,096 6,848,698
Stockholders' equity:
Common stock, $0.01 par value, 30,000,000 shares authorized,
17,187,365 shares issued and 16,992,290 shares outstanding
at December 31, 2003 and 17,003,792 shares issued and
outstanding at December 31, 2002 ............................ 171,874 170,038
Preferred stock, $0.01 par value, 1,000,000 shares
authorized, no shares issued or outstanding ................. -- --
Additional paid-in capital .................................... 58,318,751 58,177,153
Accumulated deficit ........................................... (44,143,985) (41,977,197)
Treasury stock, at cost, 195,075 and 0 shares at December
31, 2003 and 2002, respectively ............................. (331,525) --
------------ ------------
Total stockholders' equity .................................. 14,015,115 16,369,994
------------ ------------
Total liabilities and stockholders' equity ............... $ 19,145,211 $ 23,218,692
============ ============
See accompanying notes to consolidated financial statements.
F-4
EDGAR ONLINE, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
YEARS ENDED DECEMBER 31,
------------------------------------------
2003 2002 2001
------------ ------------ ------------
Revenues:
Seat-based subscriptions ............................ $ 5,953,367 $ 5,147,808 $ 3,387,290
Data sales .......................................... 4,832,798 5,380,249 5,415,893
Technical services .................................. 2,805,422 4,287,287 6,782,365
Advertising and e-commerce .......................... 727,555 1,355,490 1,467,338
------------ ------------ ------------
14,319,142 16,170,834 17,052,886
Cost of revenues ....................................... 1,978,870 2,632,192 4,448,968
------------ ------------ ------------
Gross profit ...................................... 12,340,272 13,538,642 12,603,918
Operating expenses:
Sales and marketing .................................. 2,165,481 2,314,188 2,401,671
Product development .................................. 1,699,062 2,243,758 2,147,864
General and administrative ........................... 7,222,180 7,757,167 8,415,023
Amortization and depreciation ........................ 2,503,046 2,880,067 4,767,121
Restructuring and severance costs .................... 783,600 (182,428) 995,482
------------ ------------ ------------
14,373,369 15,012,752 18,727,161
------------ ------------ ------------
Loss from operations .............................. (2,033,097) (1,474,110) (6,123,243)
Interest income ........................................ 53,983 100,540 111,345
Interest expense and other, net ........................ (187,674) (351,806) (501,413)
Loss on investment ..................................... -- -- (275,000)
------------ ------------ ------------
Loss before cumulative effect of change in
accounting principle .............................. (2,166,788) (1,725,376) (6,788,311)
Cumulative effect of change in accounting principle .... -- (9,316,884) --
------------ ------------ ------------
Net loss .......................................... $ (2,166,788) $(11,042,260) $ (6,788,311)
============ ============ ============
Loss before cumulative effect of change in accounting
principle per share - basic and diluted ........... $ (0.13) $ (0.10) $ (0.46)
Cumulative effect of change in accounting principle
per share- basic and diluted ...................... (0.00) (0.55) (0.00)
------------ ------------ ------------
Net loss per share - basic and diluted ................. $ (0.13) $ (0.65) $ (0.46)
============ ============ ============
Weighted average shares outstanding
- basic and diluted ................................. 16,976,170 16,932,595 14,911,903
============ ============ ============
See accompanying notes to consolidated financial statements
F-5
EDGAR ONLINE, INC.
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
COMMON STOCK TREASURY STOCK
----------------------- --------------------------
SHARES AMOUNT SHARES AMOUNT
---------- ---------- ----------- ------------
Balance at December 31, 2000...................... 14,908,917 $ 149,089 -- $ --
Comprehensive loss:
Net loss........................................ -- -- -- --
Other comprehensive loss
Unrealized loss on investments............... -- -- -- --
Total comprehensive loss
Issuance of common stock, net of issuance costs... 500,000 5,000 -- --
Exercise of stock options......................... 13,000 130 -- --
Stock compensation expense........................ -- -- -- --
---------- ---------- ----------- ------------
Balance at December 31, 2001...................... 15,421,917 154,219 -- --
Comprehensive loss:
Net loss........................................ -- -- -- --
Total comprehensive loss
Issuance of common stock, net of issuance costs 1,500,000 15,000 -- --
Exercise of stock options......................... 81,875 819 -- --
Stock compensation expense........................ -- -- -- --
---------- ---------- ----------- ------------
Balance at December 31, 2002...................... 17,003,792 170,038 -- --
Comprehensive loss:
Net loss........................................ -- -- -- --
Total comprehensive loss
Exercise of stock options......................... 179,500 1,795 -- --
Exercise of stock warrants........................ 4,073 41 -- --
Purchase of treasury stock........................ (195,075) -- 195,075 (331,525)
---------- ---------- ----------- ------------
Balance at December 31, 2003...................... 16,992,290 $ 171,874 195,075 $ (331,525)
========== ========== =========== ============
See accompanying notes to consolidated financial statements.
F-6
EDGAR ONLINE, INC.
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY -- (CONTINUED)
ADDITIONAL UNREALIZED
PAID-IN ACCUMULATED HOLDING
CAPITAL DEFICIT GAIN/LOSS TOTAL
------------ ------------ ------------ ------------
Balance at December 31, 2000 ............... $ 53,483,008 $(24,146,626) $ (2,070) $ 29,483,401
Comprehensive loss:
Net loss ................................. -- (6,788,311) -- (6,788,311)
Other comprehensive loss:
Unrealized gain on investments ........ -- -- 2,070 2,070
------------
Total comprehensive loss ................... (6,786,241)
------------
Issuance of common stock, net of issuance
costs .................................... 1,245,000 -- -- 1,250,000
Exercise of stock options .................. 3,120 -- -- 3,250
Stock compensation expense ................. 10,000 -- -- 10,000
------------ ------------ ------------ ------------
Balance at December 31, 2001 ............... 54,741,128 (30,934,937) -- 23,960,410
Comprehensive loss:
Net loss ................................. -- (11,042,260) -- (11,042,260)
------------
Total comprehensive loss ................... (11,042,260)
------------
Issuance of common stock, net of issuance
costs ...................................... 3,366,750 -- -- 3,381,750
Exercise of stock options .................. 66,940 -- -- 67,759
Stock compensation expense ................. 2,335 -- -- 2,335
------------ ------------ ------------ ------------
Balance at December 31, 2002 ............... 58,177,153 (41,977,197) -- 16,369,994
Comprehensive loss:
Net loss ................................. -- (2,166,788) -- (2,166,788)
------------
Total comprehensive loss ................... (2,166,788)
------------
Exercise of stock options .................. 141,639 -- -- 143,434
Exercise of stock warrants ................. (41) -- -- --
Purchase of treasury stock ................. -- -- -- (331,525)
------------ ------------ ------------ ------------
Balance at December 31, 2003 ............... $ 58,318,751 $(44,143,985) $ -- $ 14,015,115
============ ============ ============ ============
See accompanying notes to consolidated financial statements.
F-7
EDGAR ONLINE, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
YEARS ENDED DECEMBER 31,
------------------------------------------
2003 2002 2001
------------ ------------ ------------
Cash flow from operating activities:
Net loss ............................................... $ (2,166,788) $(11,042,260) $ (6,788,311)
Adjustments to reconcile net loss to net cash
provided by operating activities:
Stock compensation expense ........................... -- 2,335 10,000
Depreciation ......................................... 816,206 1,143,227 1,248,924
Disposal of fixed assets included in restructuring ... -- -- 219,134
Loss on investment ................................... -- -- 275,000
Cumulative effect of change in accounting principle .. -- 9,316,884 --
Amortization of intangibles .......................... 1,686,840 1,736,840 3,518,197
Amortization of financing costs ...................... 21,606 16,205 --
Changes in assets and liabilities:
Accounts receivable ................................ 131,439 463,624 764,754
Accounts payable and accrued expenses .............. (208,516) (409,355) (92,351)
Accrued interest ................................... (23,354) (25,917) --
Other long term payables ........................... 102,972 -- --
Deferred revenues .................................. 296,115 350,679 427,306
Income tax receivable .............................. -- -- 901,478
Other, net ......................................... 17,550 13,776 (419,646)
------------ ------------ ------------
Total adjustments .................................. 2,840,858 12,608,298 6,852,796
------------ ------------ ------------
Net cash provided by operating
activities ..................................... 674,070 1,566,038 64,485
------------ ------------ ------------
Cash flow from investing activities:
Sale of available-for-sale investments ................. -- -- 1,500,000
Capital expenditures ................................... (600,154) (317,793) (598,832)
Cash portion of purchase price of business
combinations ......................................... -- -- (804,075)
------------ ------------ ------------
Net cash (used in) provided by investing
activities ..................................... (600,154) (317,793) 97,093
------------ ------------ ------------
Cash flow from financing activities:
Proceeds from issuance of common stock ................. -- 3,381,750 1,250,000
Proceeds from exercise of stock options and warrants ... 143,434 67,759 3,250
Financing costs ........................................ -- (37,811) --
Principal payments on notes payable .................... (1,900,000) (2,546,000) (161,785)
Principal payments on capital lease obligations ........ (7,425) (24,524) (76,339)
------------ ------------ ------------
Net cash (used in) provided by
financing activities ........................... (1,763,991) 841,174 1,015,126
------------ ------------ ------------
Net (decrease) increase in cash
and cash equivalent ............................ (1,690,075) 2,089,419 1,176,704
Cash and cash equivalents at beginning of year ............. 5,549,934 3,460,515 2,283,811
------------ ------------ ------------
Cash and cash equivalents at end of year ................... $ 3,859,859 $ 5,549,934 $ 3,460,515
============ ============ ============
Supplemental disclosure of cash flow information:
Cash paid for interest ................................... $ 206,033 $ 301,461 $ 498,318
Equipment acquired under capital lease ..................... $ -- $ -- $ 32,170
See accompanying notes to consolidated financial statements.
F-8
EDGAR ONLINE, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(1) DESCRIPTION OF BUSINESS
EDGAR Online, Inc. ("EDGAR Online" or the "Company"), formerly Cybernet Data
Systems, Inc., was incorporated in the State of Delaware in November 1995 and
launched its EDGAR Online Web site in January 1996. EDGAR Online is a financial
and business information company specializing in providing information contained
in U. S. Securities and Exchange Commission (the "SEC") filings in an
easy-to-use, searchable and functional format. The Company sells to the
corporate market and to individual investors through paid subscriptions and
license agreements.
(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(a) REVENUE RECOGNITION
The Company derives revenues from four primary sources: seat-based subscriptions
to our Web 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 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, and 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.
(b) BARTER TRANSACTIONS
Barter advertising revenue relates to advertising placed on the Company's Web
site by other Internet companies in exchange for the Company's advertising
placed on their Web sites. Barter expenses reflect the expense offset to barter
revenue. The amount of barter advertising revenue and expense is recorded at the
estimated fair value of the services received or the services provided,
whichever is more objectively determinable, in the month that banners are
exchanged. The Company applies the provisions of EITF 99-17, "Accounting for
Advertising Barter Transactions" and, accordingly, recognizes barter revenues
only to the extent that the Company has similar cash transactions within a
period not to exceed six months prior to the date of the barter transaction.
Barter revenues and expenses totaled $137,239, $308,942, and $643,724 in the
years ended December 31, 2003, 2002, and 2001, respectively.
(c) WEB SITE DEVELOPMENT COSTS
In accordance with Emerging Task Force Issue No. 2000-2, Accounting for Web Site
Development Costs, and Statement of Position 98-1, Accounting for the Costs of
Computer Software Developed or Obtained for Internal Use (SOP 98-1), the Company
capitalizes certain Web site costs for computer software developed or obtained
for internal use. Capitalized software development costs totaled $589,020, and
$533,098 at December 31, 2003 and 2002, respectively, and are being amortized
over their estimated useful life of three years. Related amortization expense
totaled $62,484, $167,389, and $170,726, in the years ended December 31, 2003,
2002, and 2001, respectively.
(d) CASH AND CASH EQUIVALENTS
The Company considers cash and all highly liquid investments with original
maturities of ninety days or less to be cash and cash equivalents.
F-9
EDGAR ONLINE, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(e) ACCOUNTS RECEIVABLE AND CREDIT POLICIES
The carrying amount of accounts receivable is reduced by a valuation allowance
that reflects management's best estimate of the amounts that will not be
collected. In addition to reviewing delinquent accounts receivable, management
considers many factors in estimating its general allowance, including historical
data, experience, customer types, credit worthiness, and economic trends. From
time to time, management may adjust its assumptions for anticipated changes in
any of those or other factors expected to affect collectability.
(f) PROPERTY AND EQUIPMENT
Property and equipment are stated at cost. Depreciation is computed using the
straight-line method over the estimated useful lives of the related assets,
generally three to seven years. Leasehold improvements are amortized using the
straight-line method over the estimated useful lives of the assets or the term
of the leases, whichever is shorter.
(g) LONG-LIVED ASSETS
Long-lived assets, other than goodwill, are evaluated for impairment when events
or changes in circumstances indicate that the carrying amount of the assets may
not be recoverable through the estimated undiscounted future cash flows from the
use of these assets. When any such impairment exists, the related assets are
written down to fair value.
Other intangible assets continue to be amortized over their estimated useful
lives. The Company has reassessed the estimated useful lives of its intangible
assets, which consist of accumulated know-how and customer based intangibles,
and no changes have been deemed necessary.
(h) GOODWILL
In June 2001, the Financial Accounting Standards Board ("FASB") issued
Statements of Financial Accounting Standards (SFAS) No. 141, "Business
Combinations" (SFAS 141), and No. 142, "Goodwill and Other Intangible Assets"
(SFAS 142), effective for fiscal years beginning after December 15, 2001. Under
the new standards, goodwill and intangible assets deemed to have indefinite
lives are no longer amortized but are subject to annual impairment tests in
accordance with SFAS 142.
The Company estimates fair value of its reporting units in accordance with the
new standard and compares these valuations with the respective book values for
each of the reporting units to determine whether any goodwill impairment exists.
The goodwill is substantially related to the acquisition of Financial Insight
Systems, Inc. in October 2000. In determining fair value, the Company considers
past, present and future expectations of performance. As required by SFAS 142,
the Company completes goodwill impairment tests at least annually as of December
31 each year. The Company completed the annual test and determined that there
was no impairment of goodwill as of December 31, 2003.
(i) ADVERTISING EXPENSES
The Company expenses advertising costs as incurred. Advertising expenses were
$83,243, $94,677, and $124,208, for the years ended December 31, 2003, 2002 and
2001, respectively.
F-10
EDGAR ONLINE, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(j) INCOME TAXES
Deferred tax assets and liabilities are recognized for the future tax
consequences attributable to differences between the financial statement
carrying amounts of existing assets and liabilities and their respective tax
bases, and for operating loss and tax credit carry forwards. Deferred tax assets
and liabilities are measured using enacted tax rates expected to apply to
taxable income in the years in which those temporary differences are expected to
be recovered or settled. The effect on deferred tax assets and liabilities of a
change in tax rates is recognized in income in the period that includes the
enactment date. Deferred tax assets are reduced by a valuation allowance when,
in the opinion of management, it is more likely than not that some portion or
all of the deferred tax assets will not be realized.
(k) STOCK-BASED TRANSACTIONS
The Company accounts for stock-based transactions in accordance with SFAS No.
123, "Accounting for Stock-Based Compensation" (SFAS 123). In accordance with
SFAS 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" (APB 25), and comply
with the disclosure provisions of SFAS 123. Under APB 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.
Had the Company determined compensation expense based on the fair value of the
option on the grant date under SFAS 123, the Company's results of operations for
the years ended December 31, 2003, 2002 and 2001 would have been as follows:
2003 2002 2001
------------ ------------ ------------
Net loss -- as reported ...................... $ (2,166,788) $(11,042,260) $ (6,788,311)
Compensation expense related to options-
Fair value method ............................ (1,471,236) (2,364,898) (2,543,088)
------------ ------------ ------------
Net loss -- pro forma ........................ $ (3,638,024) $(13,407,158) $ (9,331,399)
============ ============ ============
Basic and diluted net loss per share -- as
reported ................................... $ (0.13) $ (0.65) $ (0.46)
Basic and diluted net loss per share -- pro
forma ...................................... $ (0.21) $ (0.79) $ (0.63)
The fair value of the options granted to employees in 2003, 2002 and 2001 as
calculated under SFAS 123, ranged from $0.80 to $1.38, $1.75 to $2.96 and $1.08
to $3.37, respectively, with a weighted average fair value of $0.94, $2.81 and
$1.80, respectively. The following assumptions were used in the calculations:
2003 2002 2001
---------- ---------- ----------
Risk free interest rate .. 3.80%-4.35% 1.56%-3.54% 3.25%-4.97%
Expected life ............ 10 years 10 years 10 years
Expected dividend yield .. 0% 0% 0%
Average volatility ....... 94% 104% 142%
F-11
EDGAR ONLINE, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(l) CONCENTRATION OF RISK AND FAIR VALUE OF 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 1%
and 24% of the Company's total gross receivable balance at December 31, 2003 and
2002, respectively. No other customer accounted for more than 10% of accounts
receivable at December 31, 2003 or 2002.
NASDAQ comprised 28%, 34%, and 38% of the Company's total revenue during 2003,
2002 and 2001, 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 2003, 2002 or 2001. 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 and cash equivalents, accounts receivable,
accounts payable and accrued liabilities at December 31, 2003 and 2002,
approximate their financial statement carrying value because of the immediate or
short-term maturity of these instruments. The fair values of the Company's
long-term obligations are discussed in notes 9 and 13.
(m) LOSS PER SHARE
Basic earnings per share excludes dilution for common stock equivalents and is
computed by dividing net income or loss available to common shareholders by the
weighted average number of common shares outstanding for the period. Diluted EPS
reflects, in periods in which they have a dilutive effect, the potential
dilution that could occur if securities or other contracts to issue common stock
were exercised or converted and resulted in the issuance of common stock.
Diluted loss per share is the same as basic loss per share amounts, as the
outstanding stock options and warrants are anti-dilutive for each of the periods
presented. Anti-dilutive securities outstanding were 3,347,660, 3,124,643, and
2,805,010, for the years ended December 31, 2003, 2002 and 2001 respectively.
(n) BUSINESS SEGMENTS
In June 1997, the FASB issued SFAS No. 131,"Disclosure about Segments of an
Enterprise and Related Information" (SFAS 131). SFAS 131 establishes standards
for the way that public business enterprises report information about operating
segments. It also establishes standards for related disclosures about products
and services, geographic areas and major customers. The Company has determined
that it does not have any separately reportable business segments as management
does not manage its operations by the different product and service offerings,
but instead views the Company as one operating segment when making business
decisions, with one operating decision making group.
(o) COMPREHENSIVE INCOME (LOSS)
The Company adopted the provisions of SFAS No. 130, "Reporting Comprehensive
Income" (SFAS 130) during 1998. SFAS 130 requires the Company to report in its
financial statements, in addition to its net income (loss), comprehensive income
(loss), which includes all changes in equity during a period from non-owner
sources including, as applicable, foreign currency items, minimum pension
liability adjustments and unrealized gains and losses on certain investments in
debt and equity securities. The Company's comprehensive loss is comprised of net
income and unrealized gains and losses on marketable securities. Comprehensive
loss is presented within the statement of changes in stockholders' equity.
F-12
EDGAR ONLINE, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(p) USE OF ESTIMATES IN FINANCIAL STATEMENTS
The preparation of financial statements in conformity with generally accepted
accounting principles 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.
Significant estimates embedded in the consolidated financial statements for the
periods presented include the allowance for doubtful accounts, fair values and
useful lives of goodwill and other intangible assets, and the length of certain
customer relationships. Actual results could differ from those estimates.
(q) RECENT ACCOUNTING PRONOUNCEMENTS
In May 2003, the FASB issued SFAS No. 150, "Accounting for Certain Financial
Instruments with Characteristics of both Liabilities and Equity" (SFAS 150).
SFAS 150 provides guidance on how an entity classifies and measures certain
financial instruments with characteristics of both liabilities and equity. This
statement is effective for financial instruments entered into or modified after
May 31, 2003, and otherwise was effective at the beginning of the first interim
period beginning after June 15, 2003. The adoption of this statement will not
have a material impact on the Company's financial position or results of
operations.
In April 2003, the FASB issued SFAS No. 149, "Amendment of Statement 133 on
Derivative Instruments and Hedging Activities" (SFAS 149). The statement amends
and clarifies accounting and reporting for derivative instruments, including
certain derivative instruments embedded in other contracts, and hedging
activities. This statement is designed to improve financial reporting such that
contracts with comparable characteristics are accounted for similarly. The
statement, which is generally effective for contracts entered into or modified
after June 30, 2003, is not anticipated to have a material impact on the
Company's financial position or results of operations.
In November 2002, the FASB issued FIN No. 45, "Guarantor's Accounting and
Disclosure Requirements for Guarantees, Including Indirect Guarantees of
Indebtedness of Others" (FIN 45). FIN 45 addresses the disclosures to be made by
a guarantor in its interim and annual financial statements about its obligations
under certain guarantees. FIN 45 also clarifies that a guarantor is required to
recognize, at the inception of a guarantee, a liability for the fair value of
the obligation undertaken in issuing the guarantee. The disclosure requirements
in this Interpretation are effective for financial statements of interim or
annual periods ending after December 15, 2002. The adoption of FIN 45 did not
have a material impact on the Company's financial position and results of
operations.
In January 2003, the FASB issued FIN No. 46, "Consolidation of Variable Interest
Entities" and in December 2003, a revised interpretation was issued (FIN No.
46(R)). In general, a variable interest entity ("VIE") is a corporation,
partnership, trust, or any other legal structure used for business purposes that
either does not have equity investors with voting rights or has equity investors
that do not provide sufficient financial resources for the entity to support its
activities. FIN 46 requires a VIE to be consolidated by a company if that
company is designated as the primary beneficiary. Application of FIN 46 is
required in financial statements of public entities that have interest in
structures that are commonly referred to as special-purpose entities, or SPEs,
for periods ending after December 15, 2003. Application by public entities,
other than small business issuers, for all other types of VIEs (i.e. non-SPEs)
is required in financial statements for periods ending after March 15, 2004. The
adoption of FIN 46 did not have a material impact on the Company's financial
position and results of operations.
In November 2002, the FASB reached a consensus regarding EITF Issue No. 00-21,
"Revenue Arrangements with Multiple Deliverables." EITF 00-21 addresses
accounting for arrangements that may involve the delivery or performance of
multiple products, services, and/or rights to use assets. The guidance provided
by EITF 00-21 is effective for contracts entered into on or after July 1, 2003.
The adoption of EITF 00-21 did not have a material impact on the Company's
financial position or results of operations.
F-13
EDGAR ONLINE, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(3) ACQUISITIONS
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 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 (see note 9 for subsequent modification of these notes) and (3)
$804,075 for the payment of fees and acquisition related expenses which were
paid in 2001.
The aggregate purchase price of $28,148,575 has been 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 know how 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. Since
the acquisition was a tax-free transaction, the $17,363,247 allocated to
identifiable intangible assets created a book tax difference for which a
corresponding deferred tax liability of $6,945,299 was established at the
acquisition date. In addition, at the date of acquisition, the Company had net
deferred tax assets of approximately $6,120,373 for which a valuation allowance
of like amount had been recorded. The establishment of the FIS deferred tax
liability eliminated the need for substantially all of the valuation allowance
on the Company's deferred tax assets and resulted in a purchase accounting
adjustment to reduce the Company's valuation allowance by the amount of the FIS
deferred tax liability. This purchase accounting adjustment was recorded in 2001
when the valuation of the intangible assets acquired was finalized. The
recognition of the FIS deferred tax liability and the reduction in the Company's
valuation allowance increased and decreased goodwill by a like amount. See note
4 for a discussion of subsequent intangible asset impairment. The Company has
treated this acquisition as a tax-free reorganization. The Company may be
contingently liable for taxes associated with such acquisitions. In the event
the tax-free nature of this 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 December 31, 2003.
On September 10, 1999, the Company acquired Partes Corporation (Partes), owner
of the FreeEDGAR.com website. Under the terms of the agreement, the Company
purchased all of the outstanding equity of Partes for $9,901,054. The purchase
price included (1) the issuance of 908,877 shares of EDGAR Online common stock
valued at $7,804,981, (2) the issuance of 75,039 EDGAR Online stock options and
warrants, with a fair value of $259,176, in exchange for all outstanding Partes
stock options, (3) the assumption of net liabilities totaling $847,786 and (4)
$989,111 in fees and acquisition related expenses. Subsequent to the
acquisition, the Company repaid Partes bank indebtedness of $919,879.
The aggregate purchase price of $9,901,054 has been allocated to the purchased
assets and liabilities based on their relative fair market value on the date of
acquisition. The excess purchase price over the estimated fair value of the
tangible net liabilities acquired has been allocated as follows: (1) $2,496,246
to customer lists with an estimated useful life of 5 years, (2) $3,155,966 to
technology with an estimated useful life of 5 years, (3) $699,280 to established
workforce with a useful life of 3 years and (4) $3,549,562 to goodwill with an
estimated useful life of 6 years. Since the acquisition was a tax-free
transaction, the $6,351,492 allocated to identifiable intangible assets created
a book-tax basis difference for which a corresponding deferred tax liability of
$2,540,000 was established at the acquisition date. In addition, at the date of
acquisition, the Company had net deferred tax assets of approximately $4,719,592
for which a valuation allowance of like amount had been recorded. The
establishment of the FreeEDGAR tax liability eliminated the need for
substantially all of the valuation allowance on the Company's deferred tax
assets and resulted in a purchase accounting adjustment to reduce the Company's
valuation allowance by the amount of the FreeEDGAR deferred tax liability. The
recognition of the FreeEDGAR deferred tax liability and the reduction in the
Company's valuation allowance increased and decreased goodwill by a like amount.
F-14
EDGAR ONLINE, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The acquisitions were accounted for under the purchase method of accounting and
accordingly the estimated fair value of FIS' and Partes' assets and liabilities
and the operating results of FIS and Partes from the effective dates of the
acquisition have been included in the accompanying consolidated financial
statements.
(4) GOODWILL AND OTHER INTANGIBLES
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
approximately $3,400,000 as of January 1, 2002 be subsumed into goodwill and
also eliminated the amortization of goodwill commencing January 1, 2002. SFAS
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, assisted by an independent valuation firm, compared the
fair value of the FIS reporting unitto the carrying amount of the related net
assets. This assessment indicated that goodwill associated with the FIS
acquisition was impaired as of January 1, 2002. Accordingly, the Company
recognized an approximately $9.3 million non-cash charge, recorded 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. 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, assisted by an independent valuation
firm, determined that there is no further impairment at December 31, 2002 and
2003 and there was no change in the carrying amount of goodwill. Subsequent
reviews may result in future periodic impairments that could have a material
adverse effect on the results of operations in the period recognized.
The following table reflects the reconciliation of reported loss before
cumulative effect of change in accounting principle in total and per share to
amounts adjusted for the exclusion of goodwill amortization for the prior
periods:
Year Ended December 31,
2003 2002 2001
------------- ------------- -------------
LOSS BEFORE CUMULATIVE EFFECT OF CHANGE IN ACCOUNTING PRINCIPLE
Reported loss $ (2,166,788) $ (1,725,376) $ (6,788,311)
Goodwill amortization -- -- 1,607,949
------------- ------------- -------------
Adjusted loss $ (2,166,788) $ (1,725,376) $ (5,180,362)
============= ============= =============
PER SHARE OF COMMON STOCK - BASIC AND DILUTED
Reported loss $ (0.13) $ (0.10) $ (0.46)
Goodwill amortization -- -- 0.11
------------- ------------- -------------
Adjusted loss $ (0.13) $ (0.10) $ (0.35)
============= ============= =============
December 31, 2003 December 31, 2002
Accumulated Accumulated
Cost Amortization Cost Amortization
------------ ------------ ------------ ------------
Other intangible assets:
Accumulated know-how $ 9,460,414 $ 3,067,572 $ 9,460,414 $ 1,918,321
Customer based intangibles 4,495,522 1,423,763 4,495,522 902,841
------------ ------------ ------------ ------------
$ 13,955,936 $ 4,491,335 $ 13,955,936 $ 2,821,162
============ ============ ============ ============
F-15
EDGAR ONLINE, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The weighted average useful life of accumulated know-how and customer based
intangibles is 9.5 years and 10.9 years, respectively. Amortization of other
intangible assets for both of the years ended December 31, 2003 and December 31,
2002 was $1,670,173. The annual amortization expense expected for the year ended
December 31, 2004 is $1,528,796. The annual amortization expense expected for
each of the years ended December 31, 2005 through 2009 is $1,246,043.
(5) IMPAIRMENTS OF LONG-LIVED ASSETS
The Company's management performs on-going business reviews and, based on
quantitative and qualitative measures, assesses the need to record impairment
losses on long-lived assets when impairment indicators are present. Where
impairment indicators were identified, management determined the amount of the
impairment charge by comparing the carrying value of long-lived assets to their
fair value.
During the second quarter of 2001, the Company recorded a $275,000 loss on
investment related to an equity investment made in 2000. This investment was
accounted for under the cost method. The company in which the investment was
made had lower than expected financial results over the previous several
quarters as compared to those forecasted at the time of the investment and these
results were not expected to improve in the foreseeable future. As a result, the
carrying amount has been reduced to $0.
Among other factors, when assessing evidence of impairment, management considers
the proximity of its original investment to the date of evaluation, the
Company's commitments to provide ongoing financing, and the expectations at the
time of investment of operating results to be achieved. Where impairment
indicators are identified, management determines the amount of any impairment
charge by comparing the carrying value of the investment and other intangible
assets to their fair value. The Company's monitoring process will continue on a
prospective basis and the impairment factors evaluated by management may change
in subsequent periods given that the Company operates in a volatile business
environment. This could result in material impairment charges in future periods.
(6) 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 former President and Chief Operating Officer. The Company has paid
$587,058 through December 31, 2003. At December 31, 2003, $251,081 of the
remaining obligations are included in accrued expenses and $102,972 are included
in long-term payables. The Company does not expect to incur additional costs in
relation to these actions.
In 2001, the Company closed the Kirkland, WA office. The office closing
completed the Company's consolidation of its technical operations. During the
second quarter of 2001, the Company recorded a $912,000 pre-tax charge which is
included in operating expenses in the consolidated statement of operations.
These restructuring costs included employment termination charges for 14
employees, 11 of whom were discharged. In September 2001, the Company incurred
$84,000 of additional severance costs related to restructuring at FIS. These
restructuring costs included employment termination charges for 12 employees,
all of whom were discharged. In 2002, the Company negotiated contract
terminations, thereby eliminating $182,000 of obligations. These costs include
the following:
F-16
EDGAR ONLINE, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
2001 Remaining
Total Activity Obligation at
Costs Cash Non-Cash December 31, 2001
------------------------------------------------------
Write down of fixed assets $ 234,243 $ -- $(234,243) $ --
Non-recoverable lease payments 170,487 (61,352) (11,853) 97,282
Non-cancelable service contracts 187,930 (95,292) 89,030 181,668
Employment termination payments 319,299 (236,799) (54,500) 28,000
Employment termination payments - FIS 83,523 (83,523) -- --
--------- --------- --------- ---------
Total restructuring costs $ 995,482 $(476,966) $(211,566) $ 306,950
========= ========= ========= =========
2002 Remaining 2003 Remaining
Activity Obligation at Activity Obligation at
Cash Non-Cash December 31, 2002 Cash December 31, 2003
--------------------------------------------------------------------------
Write down of fixed assets $ -- $ -- $ -- $ -- $ --
Non-recoverable lease payments (72,059) (20,570) 4,653 (4,653) --
Non-cancelable service contracts (8,961) (172,707) -- -- --
Employment termination payments (38,848) 10,848 -- -- --
Employment termination payments - FIS -- -- -- -- --
--------- --------- --------- --------- ---------
Total restructuring costs $(119,868) $(182,429) $ 4,653 $ (4,653) $ --
========= ========= ========= ========= =========
All restructuring obligations related to the Kirkland, Washington closing are
included in accrued expenses at December 31, 2002.
(7) PROPERTY AND EQUIPMENT
Property and equipment at December 31, 2003 and 2002 is summarized as follows:
DECEMBER 31,
-------------------------
2003 2002
----------- -----------
Equipment............................................... $ 4,382,743 $ 4,029,316
Furniture and fixtures.................................. 395,733 395,733
Purchased software...................................... 580,489 545,886
Software development costs.............................. 589,019 533,098
Leasehold improvements.................................. 384,971 228,367
Automobiles............................................. -- 6,000
----------- -----------
Subtotal................................................ 6,332,955 5,738,400
Less accumulated depreciation........................... (4,855,671) (4,045,066)
----------- -----------
Total................................................... $ 1,477,284 $ 1,693,334
=========== ===========
Depreciation expense for the years ended December 31, 2003, 2002 and 2001 was
$816,206, $1,143,227 and $1,248,924, respectively.
At December 31, 2002, the Company had $32,170 of equipment under capital leases
included in furniture and fixtures. This lease was fully paid in 2003. Related
accumulated amortization totaled $11,700 and $7,108 at December 31, 2003 and
2002, respectively. Amortization of these assets recorded under capital leases
is included in depreciation expense.
F-17
EDGAR ONLINE, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(8) ACCRUED EXPENSES
Accrued expenses consist of the following at December 31, 2003 and 2002:
DECEMBER 31,
-----------------------
2003 2002
---------- ----------
Compensation and related benefits....................... $ 408,770 $ 462,090
Professional fees....................................... 38,671 272,282
Restructuring and severance costs....................... 251,081 4,653
Other................................................... 2,167 10,201
---------- ----------
Total................................................... $ 700,689 $ 749,226
========== ==========
(9) NOTES PAYABLE
Notes payable consist of the following at December 31, 2003 and 2002:
DECEMBER 31,
-----------------------
2003 2002
---------- ----------
Promissory notes........................................ $1,900,000 $3,800,000
Line of credit.......................................... -- --
Loan restructuring costs................................ -- (21,606)
---------- ----------
Total notes payable................................... 1,900,000 3,778,394
Less:
Current portion....................................... 1,900,000 1,900,000
---------- ----------
Notes payable, long-term................................ $ -- $1,878,394
========== ==========
In connection with the FIS acquisition, the Company issued a series of two-year
senior subordinated secured promissory notes with a total principal amount of
$6,000,000. Interest accrues at 7.5% annually and is payable quarterly in
arrears on January 27, April 27, July 27 and October 27. Interest expense for
the years ended December 31, 2003, 2002, and 2001 was $182,480, $342,541, and
$450,000, respectively. 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 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 was made on January 2, 2004. Interest will remain at 7.5% and will be
payable according to the original terms. The Company deferred $37,811 of costs
associated with the note restructuring. Amortization of these costs totaled
$21,606 and $16,205 in 2003 and 2002, respectively. The holder of $300,000 of
the FIS notes that did not participate in the negotiations was repaid in 2002.
The fair value of the senior subordinated secured promissory notes at December
31, 2003 was estimated at approximately $1,900,000 based on the amount of future
cash flows associated with the notes, discounted using an appropriate interest
rate.
In October 1998, FIS entered into an agreement with a bank for a $200,000 line
of credit. This agreement was increased in April 2000 to $500,000. At December
31, 2003 and 2002, no balance was outstanding under the facility and this line
of credit is no longer available to the company. Related interest expense for
the years ended December 31, 2003, 2002 and 2001 was $0, $2,977 and $36,094,
respectively.
F-18
EDGAR ONLINE, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Total interest expense and other financing charges for the years ended December
31, 2003, 2002 and 2001, were $187,674, $351,806, and $497,450, respectively.
(10) INCOME TAXES
Since its inception, the Company has incurred net operating losses and has
incurred no federal or state income tax expense. At December 31, 2003, the
Company has approximately $19 million in federal net operating losses, which
will expire between 2012 and 2023, and approximately $17 million of state net
operating loss carry forwards, which will expire between 2003 and 2021.
As discussed in note 3, the Company allocated $17,363,247 of the FIS purchase
price to identifiable intangible assets creating a book-tax difference for which
a corresponding deferred tax liability of $6,945,299 was established at the
acquisition date. In addition, at the date of acquisition, the Company had
deferred tax assets of approximately $6,120,373 for which a valuation allowance
of a like amount had been recorded. The establishment of the FIS deferred tax
liability eliminated the need for the valuation allowance on the Company's net
deferred tax assets and resulted in a purchase accounting adjustment to reduce
the Company's valuation allowance. The federal and state deferred tax provision
for the years ended December 31, 2003, 2002 and 2001 includes a tax benefit of
approximately $498,000, $1,916,000, and $789,000, respectively, representing the
decrease in FIS' deferred tax liability as a result of the amortization and
impairment write-off of the FIS intangible assets offset by a like amount of
expense to increase the valuation allowance necessitated by the decrease in the
FIS deferred tax liability.
As discussed in note 3, the Company allocated $6,351,492 of the FreeEdgar
purchase price to identifiable intangible assets creating a book-tax difference
for which a corresponding deferred tax liability of $2,540,000 was established
at the acquisition date. In addition, at the date of acquisition, the Company
had deferred tax assets of approximately $4,719,592 for which a valuation
allowance of a like amount had been recorded. The establishment of the FreeEdgar
deferred tax liability eliminated the need for $2,540,000 of the Company's
valuation allowance. The federal and state deferred tax provision for the years
ended December 31, 2003, 2002 and 2001 includes a tax benefit of approximately
$170,000, $174,000, and $207,000, respectively, representing the decrease in the
FreeEdgar deferred tax liability as a result of the amortization and impairment
write-off of the FreeEdgar intangible assets offset by a like amount of expense
to increase the valuation allowance necessitated by the decrease in the
FreeEdgar deferred tax liability.
The Company's tax provision differed from the amount computed using the federal
statutory rate of 34% in 2003, 34% in 2002, and 35% in 2001:
YEAR ENDED DECEMBER 31
---------------------------------------
2003 2002 2001
----------- ----------- -----------
Expected federal income tax benefit ........ $ (736,708) $(3,754,368) $(2,361,639)
State taxes, net of federal effect ......... (24,300) (20,896) (86,094)
Amort. and write-off of non-deductible
intangibles .............................. - 2,045,633 363,833
Other permanent differences ................ 8,866 (82,394) (162,330)
Federal valuation allowance ................ 752,142 1,812,025 2,246,230
----------- ----------- -----------
$ 0 $ 0 $ 0
=========== =========== ===========
F-19
EDGAR ONLINE, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The Company's deferred tax assets and liabilities and related valuation
allowance as of December 31, 2003 and 2002 are as follows:
2003 2002
----------- -----------
Deferred tax assets:
Net operating loss carry forwards......................... $ 7,831,244 $ 9,080,834
Accruals and other, net................................... 128,621 293,894
Stock compensation expense................................ 465,200 479,648
----------- -----------
Total deferred tax assets................................... 8,425,065 9,854,376
Federal and state valuation allowance....................... (4,592,450) (5,353,692)
----------- -----------
Net deferred tax assets..................................... $ 3,832,615 $ 4,500,684
=========== ===========
Deferred tax liabilities:
Identifiable intangibles.................................. $(3,832,615) $(4,500,684)
=========== ===========
Realization of the net operating loss carry forward and other future deductible
differences is dependent on the Company being able to generate sufficient
taxable income prior to the expiration of the operating loss carry forwards. Due
to the Company's short operating history, a valuation allowance has been
recorded for the entire amount of the net deferred tax asset as the Company has
concluded that it is not more likely than not that there will be future taxable
income sufficient to realize the future taxable temporary differences and
operating loss carry forwards prior to their expiration.
Under Section 382 of the Internal Revenue Code of 1986, as amended, the
utilization of net operating loss carry forwards may be limited under the change
in stock ownership rules. The Company has not yet determined whether such an
ownership change has occured.
(11) STOCKHOLDERS' EQUITY
Common Stock
In January 2002, the Company completed a private sale of 2,000,000 shares of
common stock at a purchase price of $2.50 and 400,000 four-year warrants at an
exercise price of $2.875 per share to certain institutional investors which
resulted in gross proceeds of $5,000,000. 500,000 shares and 100,000 warrants
were sold prior to December 31, 2001, and the remaining 1,500,000 shares and
300,000 warrants were sold on January 8, 2002. In connection with the 2002
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.
Total proceeds from the 2002 sale, net of issuance costs, were $3,381,750.
Stock Warrants
Since its inception, the Company has issued warrants to purchase Company common
stock in return for various services rendered or in connection with certain debt
and equity financings.
Warrant activity during the periods indicated is as follows:
NUMBER OF WEIGHTED AVERAGE
WARRANTS EXERCISE PRICE
--------- ----------------
Outstanding at December 31, 2000....................... 351,299 $8.68
Issued................................................. 100,000 $2.88
Exercised.............................................. -- --
Cancelled.............................................. -- --
--------
Outstanding at December 31, 2001....................... 451,299 $7.43
F-20
EDGAR ONLINE, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Issued................................................. 340,000 $2.83
Exercised.............................................. -- --
Cancelled.............................................. -- --
--------
Outstanding at December 31, 2002................... 791,299 $5.45
Issued................................................. -- --
Exercised.............................................. (28,800) $1.50
Cancelled.............................................. (20,000) $1.50
--------
Balance at December 31, 2003........................... 742,499 $5.72
========
The weighted average contractual life of warrants outstanding at December 31,
2003 and 2002 was 1.39 and 2.29 years, respectively.
(12) STOCK OPTION PLANS
In November 1998, the Company adopted the 1996 Stock Option Plan (the "1996
Plan") whereby the Company's Board of Directors may grant stock options to
officers, employees, directors and consultants. The 1996 Plan authorizes the
issuance of options to purchase up to 800,000 shares of the Company's common
stock. Options granted may be either incentive stock options (ISOs) or
non-qualified stock options. The exercise price and vesting schedule of the
options are established on the grant date. However, the established exercise
price for ISOs may not be less than the fair market value of the Company's
common stock on the grant date. The 1996 Plan also provides that no options will
have a term of longer than ten years.
On March 25, 1999, the Company adopted the 1999 Stock Option Plan (the "1999
Plan") and the 1999 Outside Directors Stock Option Plan (the "1999 Directors
Plan"). The 1999 Plan originally authorized the issuance of options to purchase
up to 600,000 shares of the Company's common stock under the same provisions as
the 1996 Plan. At the Annual Shareholder Meetings held on August 1, 2002, 2001
and August 1, 2000, the Plan was amended to increase the number of shares
available for grant by 500,000, 500,000 and 800,000, respectively. As of
December 31, 2003, 2,400,000 options are authorized under the 1999 Plan. The
1999 Directors Plan authorizes the issuance of options to purchase up to 100,000
shares of the Company's common stock.
Option activity for the 1996 Plan, the 1999 Plan and the 1999 Directors Plan
during the periods indicated is as follows:
WEIGHTED AVERAGE
NUMBER OF OPTIONS OPTION PRICE
----------------- ----------------
Outstanding at December 31, 2000..................... 1,548,806 $4.10
Issued............................................... 1,016,050 $1.86
Exercised............................................ (13,000) $2.56
Cancelled............................................ (198,145) $4.00
---------
Outstanding at December 31, 2001................... .. 2,353,711 $3.16
Issued............................................... 423,775 $3.13
Exercised............................................ (81,875) $0.83
Cancelled............................................ (362,267) $4.05
---------
Outstanding at December 31, 2002..................... 2,333,344 $3.09
Issued............................................... 725,550 $1.06
Exercised............................................ (179,500) $0.80
Cancelled............................................ (274,233) $3.91
---------
Balance at December 31, 2003......................... 2,605,161 $2.60
=========
F-21
EDGAR ONLINE, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The Company recorded $0, $2,355, and $10,000 of compensation expense in the
years ended December 31, 2003, 2002, and 2001, respectively, calculated as the
difference between the exercise price and the estimated fair value of stock
options at the grant date, allocated over the vesting periods of the related
options. These amounts have been included within sales and marketing expenses.
Options outstanding and exercisable at December 31, 2003 are as follows:
OPTIONS OUTSTANDING
WEIGHTED AVERAGE
RANGE OF NUMBER REMAINING WEIGHTED AVERAGE
EXERCISE PRICE OUTSTANDING CONTRACTUAL LIFE EXERCISE PRICE
- -------------- ----------- ---------------- ----------------
$ 0.25 to 2.50......................... 1,259,308 7.61 $ 0.95
2.51 to 5.00......................... 1,166,804 6.81 3.43
5.01 to 10.00......................... 179,000 5.99 8.88
20.01 to 25.00......................... 49 4.67 21.98
----------
0.25 to 25.00......................... 2,605,161 7.14 $ 2.60
==========
OPTIONS EXERCISABLE
NUMBER WEIGHTED AVERAGE
RANGE OF EXERCISE PRICE EXERCISABLE EXERCISE PRICE
- ----------------------- ----------- ----------------
$ 0.25 to 2.50........................................ 544,525 $ 0.76
2.51 to 5.00........................................ 863,787 3.56
5.01 to 10.00........................................ 179,000 8.88
20.01 to 25.00........................................ 49 21.98
---------
0.25 to 25.00........................................ 1,587,361 3.20
=========
At December 31, 2003, 508,381 options are available for grant under the
Company's option plans.
F-22
EDGAR ONLINE, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(13) COMMITMENTS AND CONTINGENCIES
The Company leases space in Norwalk, Connecticut, New York, New York, and
Rockville, Maryland for its primary offices. Rent expense totaled $916,923,
$1,061,605, and $1,243,278 for the years ended December 31, 2003, 2002, and
2001, respectively.
Future minimum lease payments under non-cancelable operating leases as of
December 31, 2003 are as follows:
YEAR ENDING DECEMBER 31, OPERATING LEASES
- ------------------------ ----------------
2004..................................................... $ 834,943
2005..................................................... 730,363
2006..................................................... 312,973
2007..................................................... 56,212
----------
Total.................................................. $1,934,491
==========
(14) RELATED PARTY TRANSACTIONS
The Company provided services in the normal course of business to three
shareholders in 2003, 2002 and 2001. Revenues from these related parties totaled
$508,820, $633,043, and $788,281, respectively. The Company also purchased
services in the normal course of business from two other shareholders in 2003
and 2002, and three in 2001, only one of which was included in the group of
shareholders to whom we provided services, which totaled $195,348, $231,770, and
$417,138 in 2003, 2002 and 2001, respectively.
In January 2001, we loaned the sum of $400,000 to certain executives, employees
and outside directors of the Company for the purpose of purchasing shares of our
common stock from The Bean LLC, an entity in which Susan Strausberg, our Chief
Executive Officer and Marc Strausberg, our Chairman of the Board are beneficial
owners. The common stock was purchased at a price of $1.75 per share, the
closing Nasdaq market price on the date of sale. The loans were evidenced by
separate loan and pledge agreements with, and three-year promissory notes of,
each of the borrowers. The promissory notes are full recourse and secured by the
common stock purchased with the proceeds of the individual loans. At December
31, 2003, all outstanding loans to executive officers and directors have been
fully satisfied.
(15) SELECTED QUARTERLY FINANCIAL INFORMATION (UNAUDITED)
The following is a summary of the quarterly results of operations for the years
ended December 31, 2003 and 2002 (in thousands, except for per share data):
F-23
EDGAR ONLINE, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FIRST SECOND THIRD FOURTH
QUARTER QUARTER QUARTER QUARTER
------- ------- ------- -------
Year Ended December 31, 2003
Net revenues........................................... $ 3,836 $ 3,994 $ 3,301 $ 3,188
Gross profit........................................... $ 3,287 $ 3,492 $ 2,791 $ 2,770
Loss from operations................................... $ (1,063) $ 47 $ (492) $ (525)
Net loss............................................... $ (1,116) $ 23 $ (519) $ (555)
Net loss per share - basic and diluted................. $ (0.07) $ 0.00 $ (0.03) $ (0.03)
Weighted average shares outstanding -
basic and diluted...................................... 17,004 16,978 16,916 17,007
======== ======= ======= =======
Year Ended December 31, 2002
Net revenues........................................... $ 4,086 $ 4,115 $ 4,062 $ 3,908
Gross profit........................................... $ 3,393 $ 3,420 $ 3,409 $ 3,317
Loss from operations................................... $ (114) $ (325) $ (295) $ (740)
Loss before cumulative effect of change in accounting
principle ............................................. $ (208) $ (379) $ (348) $ (790)
Net loss............................................... $ (208) $(9,696) $ (348) $ (790)
Loss before cumulative effect of change in accounting
principle per share - basic and diluted................ $ (0.01) $ (0.02) $ (0.02) $ (0.05)
Net loss per share basic and diluted ................ $ (0.01) $ (0.57) $ (0.02) $ (0.05)
Weighted average shares outstanding -
basic and diluted...................................... 16,789 16,956 16,984 17,002
======== ======= ======= =======
Loss per share data are computed independently for each of the periods
presented; therefore the sum of the loss per share amounts for the quarters may
not equal the total for the year.
F-24