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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED: MARCH 31, 2004
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM: _____________________ TO _____________________
COMMISSION FILE NUMBER: 0-26071
EDGAR ONLINE, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 06-1447017
STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION IDENTIFICATION NO.)
50 WASHINGTON ST., NORWALK, CT 06854
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
(203) 852-5666
(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. YES [X] NO [ ]
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act). YES [ ] NO [X]
Number of shares of common stock outstanding at May 14, 2004: 16,992,290 shares
EDGAR ONLINE, INC.
FORM 10-Q
FOR THE QUARTERS ENDED MARCH 31, 2004 AND 2003
INDEX
Page No.
PART I. FINANCIAL INFORMATION
ITEM 1. Financial Statements
Condensed Consolidated Balance Sheets
Three Months ended March 31, 2004 (unaudited) and December 31, 2003 ................ 3
Condensed Consolidated Statements of Operations
Three Ended March 31, 2004 (unaudited) and 2003 (unaudited) ........................ 4
Condensed Consolidated Statements of Cash Flows
Three Months Ended March 31, 2004 (unaudited) and 2003 (unaudited) ................. 5
Notes to Condensed Consolidated Financial Statements ........................................ 6
ITEM 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 8
ITEM 3. Quantitative and Qualitative Disclosures About Market Risk .......................... 17
ITEM 4. Controls and Procedures ............................................................. 17
PART II. OTHER INFORMATION
ITEM 1. Legal Proceedings ................................................................... 17
ITEM 2. Changes in Securities and Use of Proceeds ........................................... 17
ITEM 3. Defaults Upon Senior Securities ..................................................... 17
ITEM 4. Submission of Matters to a Vote of Security Holders ................................. 17
ITEM 5. Other Information ................................................................... 17
ITEM 6. Exhibits and Reports on Form 8-K .................................................... 18
Signatures .................................................................................. 19
2
PART 1. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS.
EDGAR ONLINE, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS, EXCEPT SHARE DATA)
March 31, 2004
(unaudited) December 31, 2003
----------- -----------------
ASSETS
Cash $ 1,359 $ 3,860
Accounts receivable, less allowance of $226 and $196, respectively 1,747 1,430
Other current assets 473 439
-------- --------
Total current assets 3,579 5,729
Property and equipment, net 1,377 1,477
Goodwill 2,189 2,189
Other intangible assets, net 9,047 9,465
Other assets 284 285
-------- --------
Total assets $ 16,476 $ 19,145
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Accounts payable and accrued expenses $ 922 $ 1,061
Deferred revenues 2,318 2,040
Notes payable and accrued interest -- 1,926
-------- --------
Total current liabilities 3,240 5,027
Long-term payables 82 103
-------- --------
Total liabilities 3,322 5,130
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 March 31, 30, 2004 and December 31, 2003 172 172
Preferred stock, $0.01 par value, 1,000,000 shares authorized, no shares
issued or outstanding -- --
Additional paid-in capital 58,319 58,319
Accumulated deficit (45,005) (44,144)
Less: Treasury stock, at cost, 195,075 shares at March 31, 2004
and December 31, 2003 (332) (332)
-------- --------
Total stockholders' equity 13,154 14,015
-------- --------
Total liabilities and stockholders' equity $ 16,476 $ 19,145
======== ========
See accompanying notes to condensed consolidated financial statements.
3
EDGAR ONLINE, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(IN THOUSANDS, EXCEPT PER SHARE DATA)
(UNAUDITED)
Three Months Ended
March 31,
---------------------------
2004 2003
-------- --------
Revenues:
Seat-based subscriptions $ 1,605 $ 1,423
Data sales 1,162 1,192
Technical services 206 1,020
Advertising and e-commerce 173 201
-------- --------
Total revenues 3,146 3,836
Cost of revenues 485 548
-------- --------
Gross profit 2,661 3,288
Operating expenses:
Sales and marketing 625 536
Development expenses 393 526
General and administrative 1,910 1,843
Restructuring and severance charges -- 784
Depreciation and amortization 596 661
-------- --------
3,524 4,350
Loss from operations (863) (1,062)
Interest and other income (expense) 2 (54)
-------- --------
Net loss $ (861) $ (1,116)
======== ========
Weighted average shares outstanding - basic
and diluted 16,992 17,004
Loss per share - basic and diluted $ (0.05) $ (0.07)
See accompanying notes to condensed consolidated financial statements.
4
EDGAR ONLINE, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
(UNAUDITED)
Three Months Ended
March 31,
2004 2003
------- -------
Cash flows from operating activities:
Net loss $ (861) $(1,116)
Adjustments to reconcile net loss to net cash
(used in) provided by operating activities:
Depreciation 178 227
Amortization of intangibles 418 434
Amortization of financing costs -- 5
Changes in assets and liabilities:
Accounts receivable (317) 302
Other assets, net (33) 50
Accounts payable and accrued expenses (139) 339
Deferred revenues 278 101
Accrued interest (26) --
Long term payables (21) 274
------- -------
Total adjustments 338 1,732
------- -------
Net cash (used in) provided by operating activities (523) 616
------- -------
Cash used in investing activities:
Purchases of property and equipment (78) (199)
------- -------
Net cash used in investing activities (78) (199)
------- -------
Cash flows from financing activities:
Principal payments on notes payable (1,900) --
Principal payments on capital lease obligations -- (4)
------- -------
Net cash used in financing activities (1,900) (4)
------- -------
Net change in cash and cash equivalents (2,501) 413
Cash and cash equivalents at beginning of period 3,860 5,550
------- -------
Cash and cash equivalents at end of period $ 1,359 $ 5,963
======= =======
Supplemental disclosure of cash flow information:
Cash paid for interest $ 26 $ 74
See accompanying notes to condensed consolidated financial statements.
5
EDGAR ONLINE, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
(1) BASIS OF PRESENTATION
EDGAR Online, Inc. (the "Company"), was incorporated in the State of Delaware in
November 1995, launched its EDGAR Online Internet Web site in January 1996 and
went public on June 1, 1999. The Company 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.
The Company has a history of operating losses and has experienced a reduction in
revenues in the three months ended March 31, 2004, as well as in the year ended
December 31, 2003, as compared to the respective comparable prior periods and,
as a result, has taken actions to reduce operating expenses. See Note 2,
Restructuring and Severance Costs. The Company believes that its existing
capital resources and cash generated from operations will be sufficient to meet
its anticipated cash requirements for working capital and capital expenditures
through at least March 31, 2005. These financial statements have been prepared
on a basis that the Company will continue as a going concern.
The unaudited interim financial statements of the Company as of March 31, 2004
and for the three months ended March 31, 2004 and 2003, included herein have
been prepared in accordance with the instructions for Form 10-Q under the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and Article 10
of Regulation S-X under the Exchange Act. Certain information and footnote
disclosures normally included in financial statements prepared in accordance
with accounting principles generally accepted in the United States of America
have been condensed or omitted pursuant to such rules and regulations relating
to interim financial statements.
In the opinion of the Company, the accompanying unaudited interim financial
statements reflect all adjustments, consisting only of normal recurring
adjustments, necessary to present fairly the financial position of the Company
as of March 31, 2004, and the results of its operations for the three months
ended March 31, 2004 and 2003, and its cash flows for the three months ended
March 31, 2004 and 2003. The results for the three months ended March 31, 2004
are not necessarily indicative of the expected results for the full 2004 fiscal
year or any future period.
These financial statements should be read in conjunction with the financial
statements and related footnotes included in the Company's Annual Report on Form
10-K for the year ended December 31, 2003, filed with the SEC in March 2004.
The preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires the Company to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements, and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those estimates.
Significant estimates embedded in the condensed consolidated financial
statements for the periods presented concern the allowance for doubtful
accounts, the fair values of goodwill and other intangible assets and the
estimated useful lives of intangible assets.
(2) RESTRUCTURING AND SEVERANCE COSTS
In the first quarter of 2003, the Company effected a 17% workforce reduction (16
employees) in response to an expected decline in revenues beginning in the
second half of 2003. All terminated employees were notified prior to March 31,
2003. In addition, the Company negotiated payments under a Separation and
Release Agreement with the Company's former President and Chief Operating
Officer which released him from any further obligations to perform services as
an employee of the Company. The Company accrued $783,600 of severance costs
related to these actions in addition to $157,511 previously recorded amounts due
to the former President and Chief Operating Officer. The Company has paid
$687,167 through March 31, 2004. At March 31, 2004, $171,972 of the remaining
obligations are included in accrued expenses and $81,972 are included in
long-term payables. The Company does not expect to incur additional costs in
relation to these actions.
6
(3) INCOME/(LOSS) PER SHARE
Income/(loss) per share is presented in accordance with the provisions of SFAS
No. 128, "Earnings Per Share," and SEC Staff Accounting Bulletin No. 98. Under
SFAS No. 128, basic earnings per share excludes dilution for common stock
equivalents and is computed by dividing income or loss available to common
shareholders by the weighted average number of common shares outstanding for the
period. Diluted earning per share reflects the potential dilution that could
occur if securities or other contracts to issue common stock (common stock
equivalent shares) were exercised or converted and resulted in the issuance of
common stock. Common stock equivalent shares consist of stock options and stock
warrants (using the treasury stock method) which are excluded from the
computation if their effect is anti-dilutive.
Diluted loss per share has not been presented separately as the outstanding
stock options and warrants are anti-dilutive for each of the periods presented.
Anti-dilutive securities outstanding were 3,473,659 and 3,305,612 at March 31,
2004 and 2003, respectively.
(4) STOCK BASED TRANSACTIONS
The Company accounts for stock-based transactions in accordance with SFAS No.
123, "Accounting for Stock-Based Compensation," as amended by SFAS No. 148,
"Accounting for Stock-Based Compensation." In accordance with SFAS No. 123, the
Company has elected to measure stock-based employee compensation arrangements in
accordance with the provisions of Accounting Principles Board ("APB") No. 25,
"Accounting for Stock Issued to Employees." Under APB No. 25, compensation cost
is recognized based on the difference, if any, on the date of grant between the
fair value of the Company's common stock and the exercise price. SFAS No. 148
provides alternative methods of transition for an entity that voluntarily
changes from the intrinsic value based method of accounting for stock-based
employee compensation prescribed in APB No. 25 to the fair value method
prescribed in SFAS No. 123. As permitted under SFAS No. 148, the Company has
continued to apply the accounting provisions of APB No. 25, and to provide the
pro forma disclosures of the effect of adopting the fair value method as
required by SFAS 123. The Financial Accounting Standards Board recently
indicated that they will require stock-based employee compensation to be
recorded as a charge to earnings beginning in 2005. The Company will continue to
monitor their progress on the issuance of this standard as well as evaluate its
position with respect to current guidance.
Had the Company determined compensation expense based on the fair value of the
option on the grant date under SFAS No. 123, the Company's results of operations
for the three and nine months ended March 31, 2004 and 2003 would have been as
follows:
Three Months Ended
September 30,
2004 2003
------- -------
Net loss - as reported $ (861) $(1,116)
Compensation expense related to options-
as reported -- --
Compensation expense related to options-
fair value method (228) (428)
------- -------
Net loss - pro forma $(1,089) $(1,544)
======= =======
Basic and diluted net loss per
share - as reported $ (0.05) $ (0.07)
Basic and diluted net loss per
share - pro forma $ (0.06) $ (0.09)
7
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
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. By using our products and services, customers can quickly
view and analyze 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.
Our current products and services include the following:
Subscription Services. Our subscription services include: our premier product,
EDGAR Online Pro; our mid-tiered product, EDGAR Online Access; and our free
product, FreeEDGAR. Subscribers to our services include Moody's Investors
Service, UBS Warburg and Bank of America.
Digital Data Feeds. Through EDGAR Online Explorer, we license services that
integrate our products into our customers' existing applications. We provide one
or more of our digital feeds to companies such as Dun & Bradstreet, Reuters,
Standard & Poor's, and Yahoo! Finance.
Other Services. We provide technical and consulting services for the Nasdaq
stock market, as well as ancillary advertising and e-commerce services to
various websites.
CRITICAL ACCOUNTING POLICIES
There have been no material changes in our critical accounting policies and
estimates from those disclosed in Item 7 of our Annual Report on Form 10-K for
the year ended December 31, 2003.
RESULTS OF OPERATIONS
REVENUES
Total revenues for the three months ended March 31, 2004 decreased 18% to $3.1
million, from $3.8 million for the three months ended March 31, 2003. The net
decrease in revenues is primarily attributable to a $814,000, or 80%, decrease
in technical services revenues which was partially offset by a $182,000, or 13%,
increase in seat-based subscriptions.
SEAT-BASED SUBSCRIPTIONS
QUARTER ENDED MARCH 31,
-------------------------
2004 2003
---- ----
Revenues (in $000s) $ 1,605 $ 1,423
Percentage of total revenue 51% 37%
Number of subscribers 26,000 27,000
Average annual price per subscriber $ 247 $ 211
The increase in seat-based subscription revenue for the quarter ended March 31,
2004 is primarily due to an increase in the average price per seat. Since March
2003, the number of subscriptions for our premium product, EDGAR Online Pro, has
increased by 1,800. This increase in premium subscriptions was offset by
cancellations and user migrations from our mid-tiered service, EDGAR Online
Access. 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 a relationship with Microsoft Corp.
8
("Microsoft"). With an expanded sales team, we expect to continue to increase
seat-based subscriptions and our average price per subscriber.
DATA SALES
QUARTER ENDED MARCH 31,
-----------------------
2004 2003
---- ----
Revenues (in $000s) $ 1,162 $ 1,192
Percentage of total revenue 37% 31%
Number of contracts 220 200
Average annual price per contract $21,127 $23,840
Data sales have remained relatively unchanged despite the increase in the
overall number of contracts because we have been able to offset larger contract
reductions by adding a number of smaller, new customers and by expanding the
scope of services with our existing customers.
TECHNICAL SERVICES
QUARTER ENDED MARCH 31,
-----------------------
2004 2003
---- ----
Revenues (in $000s) $ 206 $1,020
Percentage of total revenue 7% 27%
The decrease in technical services revenue for the three months ended March 31,
2004 is due to decreases in the services provided to Nasdaq, the sole client to
which we provide technical services. In May 2003, the Nasdaq-Online.com website,
that we previously hosted in our Rockville, Maryland facility, was 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
continue to be approximately $200,000 per quarter.
ADVERTISING AND E-COMMERCE
QUARTER ENDED MARCH 31,
-----------------------
2004 2003
Revenues (in $000s) $173 $201
Percentage of total revenue 5% 5%
The slight decrease in advertising and e-commerce revenues for the three months
ended March 31, 2004 is primarily due to a slight decrease in e-commerce
revenues.
COST OF REVENUES
Cost of revenues consists primarily of fees paid to acquire the Level I EDGAR
database feed from the SEC, content feeds, salaries and benefits of operations
employees and the costs associated with our computer equipment and
communications lines used in conjunction with our websites. In addition, for
each period, online barter advertising expense is recorded equal to the online
barter advertising revenue for that period.
9
Total cost of revenues for the three months ended March 31, 2004 decreased
$63,000, or 11%, to $485,000 from $548,000 for the three months ended March 31,
2003. The decrease in cost of revenues is primarily attributable to a decrease
in the cost and number of content feeds and communications lines, as well as the
workforce reduction effected March 31, 2003.
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 three months ended March 31, 2004 increased $89,000, or 17%, to $625,000,
from $536,000 for the three months ended March 31, 2003, due to expenditures
required to increase our sales force as well as outside consulting fees.
Development. Development expenses for the three months ended March 31, 2004
decreased $133,000, or 25%, to $393,000, from $526,000 for the three months
ended March 31, 2003. The decrease in development expenses is primarily due to
the workforce reduction effected March 31, 2003.
General and Administrative. General and administrative expenses consist
primarily of salaries and benefits, insurance, fees for professional services,
general corporate expenses and facility expenses. General and administrative
expenses for the three months ended March 31, 2004 increased $67,000, or 4%, to
$1.9 million, from $1.8 million for the three months ended March 31, 2003. The
slight increase was primarily due to the addition of a Chief Technology Officer
and resulting initiatives.
Severance 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.
Depreciation and Amortization. Depreciation and amortization expenses include
the depreciation of property and equipment and the amortization of definitive
lived intangible assets. Depreciation and amortization for the three months
ended March 31, 2004 decreased $65,000, or 10%, to $596,000 from $661,000 for
the three months ended March 31, 2003, due to several fixed assets becoming
fully depreciated in 2003.
LIQUIDITY AND CAPITAL RESOURCES
We have historically financed our operations through private debt placements and
the sale of equity securities to investors. We continue to focus on growing our
subscription and corporate customer base while maintaining stringent cost
controls. Assuming no further revenue decreases, we expect to yield positive
cash flows from operations, although no assurance can be given in this regard.
Net cash used in operating activities was $523,000 for the quarter ended March
31, 2004, a decrease from net cash provided from operating activities of
$616,000 in the first quarter of 2003. This is primarily due to an increase in
accounts receivable resulting from price increases implemented in December 2003
and an increased number of annual billings as well as expenditures necessary to
increase our sales efforts. In addition, we filed a Registration Statement on
Form S-2 in March 2004 and anticipate net proceeds from this financing of
approximately $5.0 million.
Capital expenditures, primarily for computers and equipment, totaled $78,000 for
the three months ended March 31, 2004 and $199,000 for the three months ended
March 31, 2003. The purchases were made to support our expansion and increased
infrastructure.
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 then current business conditions. These conditions included an
anticipated reduction in technical
10
services revenues provided to Nasdaq, which began in the second half
of 2003, by approximately $2.4 million annually. This plan entailed a reduction
in workforce of 17%, which was effected in March 2003. 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 FIS in October 2000, we issued $6,000,000
in promissory notes to the former owners of FIS. The notes were originally
scheduled to mature on October 27, 2002. In March 2002, we extended the maturity
date of the notes such that the holders of $5,700,000 in principal amount of the
notes agreed to amend and restate their notes to provide for, among other
things, the following schedule of principal payments: $1,900,000 on April 1,
2002, $1,900,000 on April 1, 2003, and $1,900,000 on January 2, 2004. All
payments have been made and no further obligations remain under these notes.
At March 31, 2004, we had cash on hand of $1.4 million. We believe that our
existing capital resources and projected cash generated from operations, as well
the net proceeds from the sale of securities under our Registration Statement on
Form S-2 filed in March 2004, as amended, will be sufficient to meet our
anticipated cash needs for working capital and capital expenditures for at least
the next 12 months. Thereafter, if cash generated from operations is
insufficient to satisfy our liquidity requirements, we may need to raise
additional funds through public or private financings, strategic relationships
or other arrangements. There can be no assurance that such additional funding,
if needed, will be available on terms attractive to us, or at all. The failure
to raise capital when needed could materially adversely affect our business,
results of operations and financial condition. If additional funds are raised
through the issuance of equity securities, the percentage ownership of our
then-current stockholders would be reduced.
11
RISK FACTORS
The condensed consolidated financial statements and notes thereto included in
this report and the related discussion describe and analyze our financial
performance and condition for the periods indicated. For the most part, this
information is historical. Our prior results, however, are not necessarily
indicative of our future performance or financial condition. We, therefore, have
included the following discussion of certain factors which could affect our
future performance or financial condition. These factors could cause our future
performance or financial condition to differ materially from its prior
performance or financial condition or from management's expectations or
estimates of our future performance or financial condition. These factors, among
others, should be considered in assessing our future prospects and prior to
making an investment decision with respect to our stock.
WE HAVE A HISTORY OF LOSSES AND WE EXPECT TO INCUR 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 March 31, 2004, we had an
accumulated deficit of $45.0 million. As a result, we will need to increase our
revenues significantly to achieve and sustain profitability. If revenues grow
more slowly than we anticipate, or if operating expenses exceed our expectations
or cannot be adjusted accordingly, we may incur further losses in the future. We
cannot assure you that we will be able to achieve or sustain profitability.
OUR REVENUES HAVE BEEN DECREASING. IF WE FAIL TO INCREASE REVENUES, WE WILL NOT
ACHIEVE OR MAINTAIN PROFITABILITY.
Our revenues decreased from approximately $17.1 million in 2001, to
approximately $16.2 million in 2002 to approximately $14.3 million in 2003.
Revenues for the first quarter of 2004 totaled $3.1 million. 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 March 31, 2004, we had working capital of approximately $339,000. 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 sales 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 14% and 32% of our revenue
for the first quarters ended March 31, 2004 and 2003, respectively. We expect
that Nasdaq will continue to be a significant customer, but that revenues from
Nasdaq will continue to decline. The loss of a significant customer such as
Nasdaq would have a material adverse effect on our attempt to achieve
profitability.
12
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.
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 the
new eXtensible Business Reporting Language ("XBRL") data 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 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 Corporation ("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
13
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.
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, President and Secretary, Greg D. 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
14
qualified employees in the future. If we do not succeed in attracting new
personnel or retaining and motivating our current personnel, our business will
be adversely affected. In addition, the employment agreements with our key
employees contain covenants that restrict their ability to compete against us or
solicit our customers. These restrictive covenants, or some portion of these
restrictive covenants, may be deemed to be against public policy and may not be
fully enforceable. If these provisions are not enforceable, these employees may
be in a position to leave us and work for our competitors or start their own
competing businesses.
WE MAY ENCOUNTER RISKS RELATING TO SECURITY OR OTHER SYSTEM DISRUPTIONS AND
FAILURES THAT COULD REDUCE THE ATTRACTIVENESS OF OUR SITES AND THAT COULD HARM
OUR BUSINESS.
Although we have implemented in our products various security mechanisms, our
business is vulnerable to computer viruses, physical or electronic break-ins and
similar disruptions, which could lead to interruptions, delays or loss of data.
For instance, because a portion of our revenue is based on individuals using
credit cards to purchase subscriptions over the Internet and a portion from
advertisers who seek to encourage people to use the Internet to purchase goods
or services, our business could be adversely affected by these break-ins or
disruptions. Additionally, our operations depend on our ability to protect
systems against damage from fire, earthquakes, power loss, telecommunications
failure, and other events beyond our control. Moreover, our websites and
business solutions have, in the past, and may in the future, experience slower
response times or other problems for a variety of reasons, including hardware
and communication line capacity restraints, software failures or during
significant increases in traffic when there have been important business or
financial news stories and during the seasonal periods of peak SEC filing
activity. These strains on our system could cause customer dissatisfaction and
could discourage visitors from becoming paying subscribers. Although we have
redundant feeds to our facilities, we also depend on the Level I EDGAR feed we
purchase in order to provide SEC filings on a real-time basis. Our websites
could experience disruptions or interruptions in service due to the failure or
delay in the transmission or receipt of this information. These types of
occurrences could cause users to perceive our websites and technology solutions
as not functioning properly and cause them to use other methods or services of
our competitors. Any disruption resulting from these actions may harm our
business and may be very expensive to remedy, may not be fully covered by our
insurance and could damage our reputation and discourage new and existing users
from using our products and services. Any disruptions could increase costs and
make profitability even more difficult to achieve.
IF WE FAIL TO SECURE OR PROTECT OUR PROPRIETARY RIGHTS, COMPETITORS MAY BE ABLE
TO USE OUR TECHNOLOGIES, WHICH COULD WEAKEN OUR COMPETITIVE POSITION, REDUCE OUR
REVENUE OR INCREASE OUR COSTS.
Our trademarks and other proprietary rights, principally our proprietary
database technology, are essential to our success and our competitive position.
We seek to protect our trademarks and other proprietary rights by entering into
confidentiality agreements with our employees, consultants and content
distribution partners, and attempting to control access to and distribution of
our proprietary information. We also believe that factors such as the
technological and creative skills of our personnel, new product developments,
frequent product enhancements, name recognition, and reliable product
maintenance are essential to establishing and maintaining a technology
leadership position. We have obtained a non-exclusive, royalty-free license from
the SEC to use the term EDGAR in our trademarks, service marks and corporate
name. We have not, however, relied on a combination of copyright, trade secret
and trademark laws in order to protect our proprietary rights.
Despite our efforts to protect our proprietary rights from unauthorized use or
disclosure, third parties may attempt to disclose, obtain or use our proprietary
information. The precautions we take may not prevent this type of
misappropriation. In addition, our proprietary rights may not be viable or of
value in the future since the validity, enforceability and scope of protection
of proprietary rights in Internet-related industries is uncertain and still
evolving. Additionally, third parties could claim that our database technology
infringes their proprietary rights. 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.
15
LEGAL UNCERTAINTIES AND GOVERNMENT REGULATION OF THE INTERNET COULD ADVERSELY
AFFECT OUR BUSINESS.
Many legal questions relating to the Internet remain unclear and these areas of
uncertainty may be resolved in ways that damage our business. It may take years
to determine whether and how existing laws governing matters such as
intellectual property, privacy, libel and taxation apply to the Internet. In
addition, new laws and regulations that apply directly to Internet
communications, commerce and advertising are becoming more prevalent. As the use
of the Internet grows, there may be calls for further regulation, such as more
stringent consumer protection laws.
These possibilities could affect our business adversely in a number of ways. New
regulations could make the Internet less attractive to users, resulting in
slower growth in its use and acceptance than is expected. We may be affected
indirectly by legislation that fundamentally alters the practicality or
cost-effectiveness of utilizing the Internet, including the cost of transmitting
over various forms of network architecture, such as telephone networks or cable
systems, or the imposition of various forms of taxation on Internet-related
activities. Complying with new regulations could result in additional cost to
us, which could reduce our profit margins or leave us at risk of potentially
costly legal action.
WE COULD FACE LIABILITY AND OTHER COSTS RELATING TO OUR STORAGE AND USE OF
PERSONAL INFORMATION ABOUT OUR USERS.
Users provide us with personal information, including credit card information,
that we do not share without the user's consent. Despite this policy of
requiring consent, however, if third persons were able to penetrate our network
security or otherwise misappropriate our users' personal or credit card
information, we could be subject to liability, including claims for unauthorized
purchases with credit card information, impersonation or other similar fraud
claims, and misuses of personal information, such as for unauthorized marketing
purposes. New privacy legislation may further increase this type of liability.
California, for example, recently passed a privacy law that would apply to a
security breach that affects unencrypted, computerized personal information of a
California resident. Furthermore, we could incur additional expenses if
additional regulations regarding the use of personal information were introduced
or if federal or state agencies were to investigate our privacy practices.
OUR COMMON STOCK COULD BE DELISTED FROM THE NASDAQ NATIONAL MARKET, WHICH WOULD
MAKE TRADING IN OUR STOCK MORE DIFFICULT.
At various times during the period from February 2003 through May 2004, the
closing bid price of our common stock was below $1.00. If the closing bid price
of our stock were to drop below $1.00 per share and remain below $1.00 per share
for thirty consecutive business days, we would be in violation of the continued
listing requirements of the Nasdaq National Market and would risk the delisting
of our shares from Nasdaq. 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
16
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 impacted the market prices
of equity securities and viability of many small-cap companies. Some of these
fluctuations appear to be unrelated or disproportionate to the operating
performance of such companies. Future market movements may materially and
adversely affect the market price of our common stock.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
There have been no material changes in our exposure to market risk from that
disclosed in Item 7A of our Annual Report on Form 10-K for the year ended
December 31, 2003.
ITEM 4. CONTROLS AND PROCEDURES
We, including our Chief Executive Officer and Chief Financial Officer, have
conducted an evaluation of the effectiveness of the design and operation of our
disclosure controls and procedures pursuant to Rule 13a-15 under the Exchange
Act as of the end of the period covered by this report. Based on that
evaluation, our Chief Executive Officer and Chief Financial Officer concluded
that our disclosure controls and procedures are effective in ensuring that
information required to be disclosed by us in the reports we file or submit
under the Exchange Act is recorded, processed, summarized and reported within
the time periods specified in the SEC's rules and forms.
There have been no significant changes in internal controls, or in other factors
that could significantly affect internal controls, subsequent to the date our
Chief Executive Officer and Chief Financial Officer completed their evaluation.
Notwithstanding the foregoing, there can be no assurance that our disclosure
controls and procedures will detect or uncover all failures of our employees and
our consolidated subsidiaries to disclose material information otherwise
required to be set forth in our periodic reports.
PART II. OTHER INFORMATION.
ITEM 1. LEGAL PROCEEDINGS.
On April 27, 2004, our former employee, A. Jason Sears, filed suit against us in
the United States District Court for the District of Connecticut. The suit
purports to allege causes of action for breach of contract, breach of the
covenant of good faith and fair dealing, slander per se, negligent infliction of
emotional distress and various causes of action pursuant to Connecticut's
statutory employment law, arising out of the expiration of plaintiff's
employment agreement on April 30, 2004. Plaintiff seeks compensatory damages as
well as other relief. We are at the initial stages of this litigation and expect
to defend the action vigorously. We do not expect this litigation to have a
material impact on our financial condition or results of operation.
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS.
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
None.
ITEM 5. OTHER INFORMATION.
With respect to the required vote necessary to approve proposal two in the
Company's Proxy Statement on Schedule DEF14A filed with the SEC on April 30,
2004, the affirmative vote of a majority of the outstanding shares of Common
Stock, rather than the holders of a majority of the shares of
17
Common Stock present and entitled to vote at the annual meeting, is required to
approve the proposed amendment to the Charter.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
a. Exhibits:
EXHIBIT NO. DESCRIPTION
----------- -----------
10.43 Employment Agreement dated as of April 26, 2004 between
the Company and Marc Strausberg.
10.44 Employment Agreement dated as of April 26, 2004 between
the Company and Susan Strausberg.
31.1 Certification of Chief Executive Officer pursuant
Section 302 of the Sarbanes-Oxley Act of 2002.
31.2 Certification of Chief Financial Officer pursuant
Section 302 of the Sarbanes-Oxley Act of 2002.
32.1 Certification of Chief Executive Officer pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002.
32.2 Certification of Chief Financial Officer pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002.
b. Reports on Form 8-K:
On February 4, 2004, we filed a report on Form 8-K noting a press release and
conference call on February 3, 2004 which discussed the Company's 2003 results
of operations.
On February 6, 2004, we filed a report on Form 8-K noting the addition of two
members to the Board of Directors.
On February 17, 2004, we filed a report on Form 8-K noting the addition of a
Chief Technology Officer and subsequent change to the Board of Directors.
18
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
EDGAR ONLINE, INC.
(Registrant)
Dated: May 14, 2004 /s/ Susan Strausberg
-----------------------
Susan Strausberg
President, Chief
Executive Officer
and Secretary
/s/ Greg D. Adams
-----------------------
Greg D. Adams
Chief Operating Officer and
Chief Financial Officer
19