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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, 2005

OR

o  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 IDENTIFICATION NO.)
 INCORPORATIONOR ORGANIZATION
   
     
 
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 NOo

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). YES o NO x

Number of shares of common stock outstanding at May 9, 2005: 24,920,087 shares




EDGAR ONLINE, INC.
FORM 10-Q
FOR THE QUARTERS ENDED MARCH 31, 2005 AND 2004

INDEX
 
 
PART I. FINANCIAL INFORMATION
Page No. 
   
ITEM 1. Financial Statements  
   
Consolidated Balance Sheets
 
          March 31, 2005 (unaudited) and December 31, 2004
3
   
Condensed Consolidated Statements of Operations
 
          Three Months Ended March 31, 2005 and 2004 (unaudited)
4
   
Condensed Consolidated Statements of Cash Flows
 
          Three Months Ended March 31, 2005 and 2004 (unaudited)
5
   
Notes to Condensed Consolidated Financial Statements (unaudited)
6
   
ITEM 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
7
   
ITEM 3. Quantitative and Qualitative Disclosures About Market Risk
15
   
ITEM 4. Controls and Procedures
16
   
PART II. OTHER INFORMATION
 
   
ITEM 1. Legal Proceedings
16
   
ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds
16
   
ITEM 3. Defaults Upon Senior Securities
16
   
ITEM 4. Submission of Matters to a Vote of Security Holders
16
   
ITEM 5. Other Information
16
   
ITEM 6. Exhibits
16
   
Signatures
17
 
 

2

PART 1. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS.

EDGAR ONLINE, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS, EXCEPT SHARE DATA)
 

   
March 31, 2005
(unaudited)
 
December 31, 2004
 
ASSETS
         
           
Cash and cash equivalents
 
$
2,025
 
$
2,678
 
Short term investments
   
2,000
   
2,000
 
Accounts receivable, less allowance of $327 and $474, respectively
   
2,567
   
1,895
 
Other current assets
   
332
   
329
 
Total current assets
   
6,924
   
6,902
 
               
Property and equipment, net
   
1,114
   
1,138
 
Goodwill
   
2,189
   
2,189
 
Other intangible assets, net
   
7,624
   
7,936
 
Other assets
   
667
   
441
 
Total assets
 
$
18,518
 
$
18,606
 
               
LIABILITIES AND STOCKHOLDERS' EQUITY
             
               
Accounts payable and accrued expenses
 
$
1,274
 
$
1,612
 
Deferred revenues
   
3,075
   
2,581
 
Total current liabilities
   
4,349
   
4,193
 
               
Stockholders' equity:
             
Common stock, $0.01 par value, 50,000,000 shares authorized,
             
23,104,460 shares issued and 21,934,510 shares outstanding at
             
March 31, 2005 and 22,640,366 shares issued and 21,470,416
             
shares outstanding at December 31, 2004
   
231
   
226
 
Preferred stock, $0.01 par value, 1,000,000 shares authorized, no shares
             
issued or outstanding
   
--
   
--
 
Additional paid-in capital
   
63,073
   
62,378
 
Accumulated deficit
   
(47,254
)
 
(46,310
)
Less: Treasury stock, at cost, 1,169,950 shares at March 31, 2005
             
and December 31, 2004
   
(1,881
)
 
(1,881
)
Total stockholders' equity
   
14,169
   
14,413
 
Total liabilities and stockholders' equity
 
$
18,518
 
$
18,606
 
               
               
 
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, 
 
Revenues:
 
2005 
 
2004 
 
      Seat-based subscriptions
 
$
1,899
 
$
1,605
 
      Data sales
   
1,241
   
1,162
 
      Technical services
   
230
   
206
 
      Advertising and e-commerce
   
133
   
173
 
Total revenues
   
3,503
   
3,146
 
Cost of revenues
   
494
   
485
 
 
Gross profit
   
3,009
   
2,661
 
               
Operating expenses:
             
      Sales and marketing
   
963
   
625
 
      Development expenses
   
548
   
393
 
      General and administrative
   
1,982
   
1,910
 
      Depreciation and amortization
   
476
   
596
 
 
   
3,969
   
3,524
 
               
             Loss from operations
   
(960
)
 
(863
)
               
Interest and other income (expense), net
   
16
   
2
 
 
             Net loss
 
$
(944
)
$
(861
)
 
Weighted average shares outstanding - basic and diluted
   
21,568
   
16,992
 
Loss per share - basic and diluted
 
$
(0.04
)
$
(0.05
)
 
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,
 
   
2005 
 
2004 
 
Cash flows from operating activities:
         
      Net loss
 
$
(944
)
$
(861
)
      Adjustments to reconcile net loss to net cash
             
      (used in) operating activities:
             
         Depreciation
   
164
   
178
 
         Amortization of intangibles
   
312
   
418
 
         Provision for (recovery of) losses on trade accounts receivable
   
(147
)
 
30
 
         Changes in assets and liabilities:
             
              Accounts receivable
   
(525
)
 
(347
)
              Other assets, net
   
(230
)
 
(33
)
              Accounts payable and accrued expenses
   
(338
)
 
(139
)
              Deferred revenues
   
494
   
278
 
              Accrued interest
   
--
   
(26
)
              Long term payables
   
--
   
(21
)
 
                  Total adjustments
   
(270
)
 
338
 
                  Net cash used in operating activities
   
(1,214
)
 
(523
)
 
Cash used in investing activities:
             
      Purchases of property and equipment
   
(140
)
 
(78
)
                  Net cash used in investing activities
   
(140
)
 
(78
)
 
Cash flows from financing activities:
             
      Proceeds from exercise of stock options and warrants
   
701
   
--
 
      Principal payments on notes payable
   
--
   
(1,900
)
                  Net cash provided by/ (used in) financing activities
   
701
   
(1,900
)
 
Net change in cash and cash equivalents
   
(653
)
 
(2,501
)
Cash and cash equivalents at beginning of period
   
2,678
   
3,860
 
 
Cash and cash equivalents at end of period
 
$
2,025
 
$
1,359
 
 
Supplemental disclosure of cash flow information:
             
      Cash paid for interest
 
$
--
 
$
26
 
 
See accompanying notes to condensed consolidated financial statements.
 
5

 
EDGAR ONLINE, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share data)
(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 in May 1999. The Company is a leading provider of value-added business and financial information on global companies to financial, corporate and advisory professionals.

The unaudited interim financial statements of the Company as of March 31, 2005 and for the three months ended March 31, 2005 and 2004 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 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, 2005, the results of its operations and its cash flows for the three months ended March 31, 2005 and 2004. The results for the three months ended March 31, 2005 are not necessarily indicative of the expected results for the full 2005 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, 2004, filed with the SEC in March 2005.

The preparation of financial statements in conformity with accounting principles generally accepted in the United States 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) LOSS PER SHARE

Basic loss per share excludes dilution for common stock equivalents and is computed by dividing net 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. At March 31, 2005 and 2004, the number of options outstanding were 3,127,327 and 2,731,160, respectively. At March 31, 2005 and 2004, the number of warrants outstanding were 3,711,956 and 742,499, respectively.

(3) 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.


6


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 months ended March 31, 2005 and 2004 would have been as follows:
 

     
Three Months Ended March 31,
 
     
2005 
   
2004 
 
Net loss - as reported
 
$
(944
)
$
(861
)
Compensation expense related to options- fair value method
   
(168
)
 
(228
)
 
Net loss - pro forma
 
$
(1,112
)
$
(1,089
)
 
Basic and diluted net loss per share - as reported
 
$
(0.04
)
$
(0.05
)
Basic and diluted net loss per share - pro forma
 
$
(0.05
)
$
(0.06
)
 
(4) SALE OF COMMON STOCK AND WARRANTS

In May 2004, the Company sold 2,500,000 units for $2.00 per unit in a public offering. Each unit consisted of two shares of common stock and one warrant to purchase one share of the Company's common stock. An additional 375,000 units were sold to cover over-allotments. Of the 750,000 shares included in these units, 300,000 were offered by a selling stockholder and no related proceeds were received by the Company. The Company also issued a warrant to purchase 250,000 units for a price of $2.40 per unit to the underwriter of the offering. Net proceeds of $4,100 were received by the Company in connection with this sale. Prior to the redemption described below, the warrants included in the units had an exercise price of $1.50 and were exercisable until May 29, 2009. Beginning November 26, 2004, the Company had the right to redeem some or all of the warrants at a price of $0.25 per warrant at anytime after the closing price for the Company's stock equaled or exceeded $2.00 per share for any five consecutive trading days by giving certain notice to the then warrant holders. 

In March 2005, the Company exercised its redemption right by sending notices of redemption to holders of all of its outstanding public warrants. Pursuant to the redemption notice, holders of the public warrants were given the opportunity to exercise their warrants until the close of business on April 28, 2005. After April 28, 2005, the Company would redeem any unexercised public warrants at a price of $0.25 per warrant. As a result, 360,675 warrants were exercised in March 2005 resulting in gross proceeds of $541 and 2,455,146 warrants were exercised in April 2005 resulting in gross proceeds of $3,683. The Company paid $15 to redeem 59,179 warrants which were not exercised during the redemption period. In addition, the underwriter exercised their warrant in a cashless transaction which resulted in 495,431 shares being issued in April 2005. At May 9, 2005, the number of shares outstanding is 24,920,087.

(5) RECENT ACCOUNTING PRONOUNCEMENTS

In December 2004, the FASB issued SFAS No. 123(R), “Share-Based Payment” (SFAS 123(R)) which establishes accounting standards for all transactions in which an entity exchanges its equity instruments for goods and services. SFAS 123(R) revises SFAS No. 123, “Accounting for Stock-Based Compensation”, supersedes Accounting Principles Board Opinion No. 25, “Accounting for Stock Issued to Employees” and amends Financial Accounting Standard No. 95, “Statement of Cash Flows”. SFAS No. 123(R) generally requires the Company to measure the cost of employee services received in exchange for an award of equity instruments based on the fair value of the award on the date of the grant. The standard requires the fair value on the grant date to be estimated using either an option-pricing model which is consistent with the terms of the award or a market observed price, if such a price exists. The resulting cost must be recognized over the period during which an employee is required to provide service in exchange for the award, which is usually the vesting period. In April 2005, the SEC deferred the effective date for SFAS 123 (R) to the beginning of the first fiscal year that begins after June 15, 2005. The Company expects to adopt SFAS 123(R) on the effective date, and expects the adoption to have a material impact on its net income and earnings per share.
 
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

OVERVIEW

We are a leading provider of value-added business and financial information on global companies to financial, corporate and advisory professionals . 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 the Freeedgar.com website ("FreeEDGAR"), 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. ("FIS") for approximately $28.1 million. The purchase price included the issuance of common stock, a cash payment, issuance of notes and acquisition related expenses.

7

 
We are continuing to focus on growing our subscription revenues and corporate data sales and expect 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 our new I-Metrix suite of products. 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 from the migration of users from EDGAR Online Access. The price of a new subscription is $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 retail product is EDGAR Online Access which has fewer features than EDGAR Online Pro. This product is available for $220 per year and is purchased annually or quarterly in advance with a credit card. The I-Metrix suite of products, which were launched in the second quarter of 2005, are designed solely for analyzing documents that have been formatted in XBRL and for use exclusively with the Microsoft Office System. Revenue from subscription services is recognized ratably over the subscription period, which is typically 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 approximately $1,200 to $200,000 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 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.

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, 2004.

RESULTS OF OPERATIONS

The following table sets forth the percentage relationships of certain items from our Condensed Consolidated Statements of Operations as a percentage of total revenue.
 
   
THREE MONTHS
ENDED
MARCH 31,  
 
     2005   2004    
Total revenues
   
100
%
 
100
%
Cost of revenues
   
14
   
15
 
 
Gross profit
   
86
   
85
 
Operating expenses:
             
  Sales and marketing
   
27
   
20
 
  Development
   
16
   
12
 
  General and administrative
   
57
   
61
 
  Depreciation and amortization
   
14
   
19
 
 
Loss from operations
   
(27
)
 
(27
)
Interest and other, net
   
--
   
--
 
 
Net loss
   
(27
)
 
(27
)
 

8


REVENUES

Total revenues for the three months ended March 31, 2005 increased 11% to $3.5 million, from $3.1 million for the three months ended March 31, 2004. The net increase in revenues is primarily attributable to a $294,000 or 18%, increase in seat-based subscriptions and a $79,000 or 7%, increase in data sales which was slightly offset by a $40,000 or 23% decrease in advertising and e-commerce revenue.

SEAT-BASED SUBSCRIPTIONS

     
QUARTER ENDED MARCH 31, 
 
     
2005 
   
2004 
 
Revenues (in $000s)
 
$
1,899
 
$
1,605
 
Percentage of total revenue
   
54
%
 
51
%
Number of subscribers
   
22,000
   
23,200
 
Average annual price per subscriber
 
$
345
 
$
277
 
 
 
The increase in seat-based subscription revenue is primarily due to a 25% increase in the average price per subscriber. The increases in subscriptions to our premium product, EDGAR Online Pro were offset by cancellations and user migrations from our retail service, EDGAR Online Access. In March 2005, we outsourced our telesales and reassigned our existing telesales employees to our account management team in order to sell EDGAR Online Pro to new customers, reduce cancellations and capitalize on our strategic initiatives and customer relationships. With an expanded sales team and the launch of I-Metrix, we expect to continue to increase seat-based subscription revenues and our average price per subscriber.

DATA SALES
 

    QUARTER ENDED MARCH 31,   
     2005   2004   
Revenues (in $000s)
 
$
1,241
 
$
1,162
 
Percentage of total revenue
   
35
%
 
37
%
Number of contracts
   
195
   
220
 
Average annual price per contract
 
$
25,465
 
$
21,127
 
Data sales have increased despite the decrease in the overall number of contracts due to an increase in the average annual price per contract. The cancellation of several smaller contracts has been offset by the addition of larger dollar contracts over the past year.

TECHNICAL SERVICES

     
QUARTER ENDED MARCH 31, 
 
     
2005 
   
2004 
 
Revenues (in $000s)
 
$
230
 
$
206
 
Percentage of total revenue
   
7
%
 
7
%
 

Beginning in 2003, Nasdaq, the sole client to which we provide technical services, has been reducing their technical services contract. We expect technical services revenue from Nasdaq will be approximately $110,000 in the second quarter of 2005 and anticipate that this will decline further during the remainder of 2005.

9


ADVERTISING AND E-COMMERCE
 
     
QUARTER ENDED MARCH 31, 
 
     
2005 
   
2004 
 
Revenues (in $000s)
 
$
133
 
$
173
 
Percentage of total revenue
   
4
%
 
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 advertisements.

COST OF REVENUES

Cost of revenues consists primarily of fees paid to acquire the Level I EDGAR database feed from the SEC, content feeds, salaries and benefits of operations employees and the costs associated with our computer equipment and communications lines used in conjunction with our websites. In addition, for each period, online barter advertising expense is recorded equal to the online barter advertising revenue for that period.  Total cost of revenues for the three months ended March 31, 2005 increased $9,000, or 2%, to $494,000 from $485,000 for the three months ended March 31, 2004. The net increase results primarily from a $64,000 increase in payroll expenses which was offset by a $45,000 decrease in data costs.

OPERATING EXPENSES

Sales and Marketing. Sales and marketing expenses consist primarily of salaries and benefits, sales commissions, advertising expenses, public relations, and costs of marketing materials. Sales and marketing expenses for the three months ended March 31, 2005 increased $338,000 or 54%, to $963,000 from $625,000 for the three months ended March 31, 2004, due to a $222,000 increase in payroll expenses required to increase our sales force as well as a $101,000 increase in marketing and advertising costs. The additional costs are related to preparation for the launch of our I-Metrix suite of products.

Development. Development expenses for the three months ended March 31, 2005 increased $155,000, or 39%, to $548,000 from $393,000 for the three months ended March 31, 2004 due to an increase in payroll expenses.

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, 2005 increased $72,000, or 4%, to $2.0 million from $1.9 million for the three months ended March 31, 2004 primarily due to a $63,000 increase in professional fees related to the warrant redemption and rights offering and a $17,000 increase in insurance expenses.

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, 2005 decreased $120,000, or 20%, to $476,000 from $596,000 for the three months ended March 31, 2004, due to the identifiable intangible assets related to our acquisition of FreeEDGAR in 1999 becoming fully amortized in 2004 as well as several fixed assets becoming fully depreciated.  

LIQUIDITY AND CAPITAL RESOURCES

We have historically financed our operations through private debt placements and the sale of equity securities to investors. We continue to focus on growing our subscription and corporate customer base while maintaining stringent cost controls.

Net cash used in operating activities was $1.2 million for the three months ended March 31, 2005, an increase from net cash used in operating activities of $523,000 for the three months ended March 31, 2004. This is primarily due to an increase in accounts receivable resulting from, among other things, price increases for our services implemented in December 2004 and a greater portion of our revenue being billed on an annual basis and additional expenditures to increase our sales efforts.

Capital expenditures, primarily for computers and equipment, totaled $140,000 for three months ended March 31, 2005 and $78,000 for the three months ended March 31, 2004. The purchases were made to support our expansion and increased infrastructure.

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.

10

 
In May 2004, we sold 2,500,000 units for $2.00 per unit in a public offering. Each unit consisted of two shares of our common stock and one warrant to purchase one share of our common stock. An additional 375,000 units were sold to cover over-allotments. Of the 750,000 shares of common stock included in the over-allotment units, 300,000 were offered by a selling stockholder and we did not receive any proceeds from that portion of the over-allotment.  We also issued to the underwriter of the public offering a warrant to purchase 250,000 units for a price of $2.40 per unit. Prior to the redemption described below, the warrants issued as part of the units had an exercise price of $1.50 and were exercisable until May 29, 2009. Beginning November 26, 2004, we had the right to redeem some or all of the warrants at a price of $0.25 per warrant at anytime after the closing price for our common stock equaled or exceeded $2.00 per share for any five consecutive trading days by giving certain notice to the then warrant holders. In March 2005, we exercised our redemption rights by sending notices to holders of all of our outstanding public warrants. Pursuant to the redemption notice, holders of the public warrants were given the opportunity to exercise their warrants until the close of business on April 28, 2005. After April 28, 2005, we redeemed any unexercised public warrants at a price of $0.25 per warrant. As a result, 360,675 warrants were exercised in March 2005 resulting in gross proceeds of $541,000 and 2,455,146 warrants were exercised in April 2005 resulting in gross proceeds of $3.7 million. We paid $15,000 to redeem 59,179 warrants which were not exercised during the redemption period.

At March 31, 2005, we had cash and short-term investments on hand of $4.0 million which includes a certificate of deposit (CD) for $2,000,000 at 2.10% that matures in June 2005. We believe that our existing capital resources, cash received in April from the exercise of warrants and projected cash generated from operations will be sufficient to meet our anticipated cash needs for working capital and capital expenditures for at least the next 12 months. Thereafter, if cash generated from operations is insufficient to satisfy our liquidity requirements, we may need to raise additional funds through public or private financings, strategic relationships or other arrangements. There can be no assurance that such additional funding, if needed, will be available on terms attractive to us, or at all. The failure to raise capital when needed could materially adversely affect our business, results of operations and financial condition. If additional funds are raised through the issuance of equity securities, the percentage ownership of our then-current stockholders would be reduced.

Our future contractual obligations at March 31, 2005, in thousands, were as follows:

 
                                       
 
 
 
2005 
   
2006  
   
2007 
   
2008 
   
2009-2015 
   
  TOTAL 
 
Operating leases
 
$
587
 
$
706
 
$
459
 
$
412
 
$
3,027
 
$
5,191
 
Severance payments
   
82
   
--
   
--
   
--
   
--
   
82
 
 
 
 
$
669
 
$
706
 
$
459
 
$
412
 
$
3,027
 
$
5,273
 
 

RISK FACTORS

The 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 2005, and may incur additional losses in 2006. At March 31, 2005, we had an accumulated deficit of $47.3 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 $16.2 million in 2002, to approximately $14.3 million in 2003 to approximately $12.9 million in 2004. Revenues for the three months ended March 31, 2005 were $3.5 million. 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.
 
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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 2002 and 2000 were due, in part, to impairment charges relating to acquisitions we made in 1999 and 2000. In 2002 and 2000 we wrote down an aggregate of $15.5 million of goodwill and intangible assets relating to these acquisitions. We are required to test goodwill annually and between annual tests if events occur or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount. Annual reviews may result in future periodic impairments that could have a material adverse effect on the results of operations in the period recognized.

NASDAQ ACCOUNTS FOR A SIGNIFICANT PERCENTAGE OF OUR TOTAL REVENUE. HOWEVER, OUR NASDAQ RELATED REVENUE HAS BEEN DECREASING OVER THE LAST FEW YEARS AND WE EXPECT THAT THIS TREND WILL CONTINUE.

A significant portion of our total revenues over the last two fiscal years has been attributable to the numerous work orders that we have performed under our agreements with Nasdaq. Sales to Nasdaq accounted for 14% of our total revenue during the three months ended March 31, 2005 and 2004. We expect that Nasdaq will continue to be a significant customer, but that revenues from Nasdaq will continue to decline. The loss of a significant customer such as Nasdaq would have a material adverse effect on our attempt to achieve profitability.

IF WE CANNOT GENERATE NEW SUBSCRIBERS, WE MAY NOT ACHIEVE PROFITABILITY.

To increase our revenues and achieve profitability, we must increase our subscriber base significantly. We generate most of our leads for new subscribers from our websites and through our content distribution relationships from such 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 XBRL data standard. In particular, we believe that our initiative with the I-Metrix suite of products will provide us with a new source of subscribers. These products are designed solely for analyzing documents that have been formatted in XBRL and for use exclusively with the Microsoft Office System. Since I-Metrix is based on a new reporting language data standard, it is difficult to predict the demand, timing and rate of market adoption of this standard. As a result, our business and prospects could be affected if XBRL is not quickly and widely adopted.

OUR FUTURE SUCCESS DEPENDS, IN PART, ON FURTHER DEVELOPING OUR INITIATIVES THROUGH THE MICROSOFT OFFICE SYSTEM. FAILURE TO DO SO MAY IMPAIR OUR ABILITY TO GROW AND BECOME PROFITABLE.

In July 2004, we entered into a license agreement with Microsoft, and we received certain license rights to develop and distribute an EDGAR Online branded version of Microsoft’s financial information analysis software. The software that we have licensed is a part of our I-Metrix suite of products, which have just been introduced to the market in April 2005. Also in April 2005, Microsoft began presenting us as a featured partner in its XBRL scenario within the Solution Showcase for the Microsoft Office System. Microsoft features us and our I-Metrix suite of products on a Web page highlighting solutions that use XBRL to enhance the power of Microsoft Office to solve critical business issues. We cannot assure you that this initiative will be successful. If this initiative is not successful, we may not be able to increase our revenues and achieve profitability in the short-term.

THE INDUSTRY IN WHICH WE OPERATE IS HIGHLY COMPETITIVE AND HAS LOW BARRIERS TO ENTRY. INCREASED COMPETITION WOULD MAKE PROFITABILITY EVEN MORE DIFFICULT TO ACHIEVE.

We compete with many providers of business and financial information including Bloomberg, S&P’s 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.

 
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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.

We depend on the continued demand for the distribution of business and financial information. Therefore, our business is susceptible to downturns in the financial services industry and the economy in general. Our 2003 and 2004 results of operations reflect, in part, the effects of the slowdown in our markets, which have only recently begun to improve. For example, we believe that decreases in the expenditures that corporations and individuals are willing to make to purchase the types of information we provide has resulted in a slower growth in the number of customers purchasing our information services. Any significant downturn in the market or in general economic conditions would likely hurt our business.

IF WE FAIL TO DEVELOP AND INTRODUCE NEW PRODUCTS AND SERVICES, OUR SALES AND COMPETITIVE POSITION WILL SUFFER.

Our market is characterized by rapidly changing technologies, evolving industry standards, frequent new product and service introductions and changing customer demands. To be successful, we must continue to enhance our existing services and develop and add new services by introducing products and services embodying new technologies, such as XBRL, to address our customers' changing demands in a timely and cost effective manner. Our business could be adversely affected if we were to incur significant costs without generating related revenues or if we cannot adapt rapidly to these changes. Our business could also be adversely affected if we experience difficulties in introducing new or enhanced services or if these services are not favorably received by users. We may experience technical or other difficulties that could delay or prevent us from introducing new or enhanced services. If we are not successful in developing and marketing enhancements to our existing products and services or our products and services do not incorporate new technology on a timely basis, we may become less competitive and our revenues may suffer as a result.

FUTURE ACQUISITIONS AND BUSINESS COMBINATIONS THAT WE CONSUMMATE MAY BE DIFFICULT TO INTEGRATE, DISRUPT OUR BUSINESS, DILUTE STOCKHOLDER VALUE OR DIVERT MANAGEMENT ATTENTION.

We may 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.


13


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, Stefan Chopin, our Chief Technology Officer and Morton Mackof, Executive Vice President of Sales, all of whom are parties to written employment agreements. The loss of the services of any of them, or the services of other key employees, would likely have a material adverse effect on our business. We do not maintain key person life insurance for any of our personnel. Our future success will also depend on our continuing to attract, retain and motivate other highly skilled employees. Competition for qualified personnel in our industry is intense. We may not be able to retain our key employees or attract, assimilate or retain other highly qualified employees in the future. If we do not succeed in attracting new personnel or retaining and motivating our current personnel, our business will be adversely affected. In addition, the employment agreements with our key employees contain covenants that restrict their ability to compete against us or solicit our customers. These restrictive covenants, or some portion of these restrictive covenants, may be deemed to be against public policy and may not be fully enforceable. If these provisions are not enforceable, these employees may be in a position to leave us and work for our competitors or start their own competing businesses.

WE MAY ENCOUNTER RISKS RELATING TO SECURITY OR OTHER SYSTEM DISRUPTIONS AND FAILURES THAT COULD REDUCE THE ATTRACTIVENESS OF OUR SITES AND THAT COULD HARM OUR BUSINESS.

Although we have implemented in our products various security mechanisms, our business is vulnerable to computer viruses, physical or electronic break-ins and similar disruptions, which could lead to interruptions, delays or loss of data. For instance, because a portion of our revenue is based on individuals using credit cards to purchase subscriptions over the Internet and a portion from advertisers who seek to encourage people to use the Internet to purchase goods or services, our business could be adversely affected by these break-ins or disruptions. Additionally, our operations depend on our ability to protect systems against damage from fire, earthquakes, power loss, telecommunications failure, and other events beyond our control. Moreover, our websites and business solutions have, in the past, and may in the future, experience slower response times or other problems for a variety of reasons, including hardware and communication line capacity restraints, software failures or during significant increases in traffic when there have been important business or financial news stories and during the seasonal periods of peak SEC filing activity. These strains on our system could cause customer dissatisfaction and could discourage visitors from becoming paying subscribers. Although we have redundant feeds to our facilities, we also depend on the Level I EDGAR feed we purchase in order to provide SEC filings on a real-time basis. Our websites could experience disruptions or interruptions in service due to the failure or delay in the transmission or receipt of this information. These types of occurrences could cause users to perceive our websites and technology solutions as not functioning properly and cause them to use other methods or services of our competitors. Any disruption resulting from these actions may harm our business and may be very expensive to remedy, may not be fully covered by our insurance and could damage our reputation and discourage new and existing users from using our products and services. Any disruptions could increase costs and make profitability even more difficult to achieve.

IF WE FAIL TO SECURE OR PROTECT OUR PROPRIETARY RIGHTS, COMPETITORS MAY BE ABLE TO USE OUR TECHNOLOGIES, WHICH COULD WEAKEN OUR COMPETITIVE POSITION, REDUCE OUR REVENUE OR INCREASE OUR COSTS.

Our trademarks and other proprietary rights, principally our proprietary database technology, are essential to our success and our competitive position. We seek to protect our trademarks and other proprietary rights by entering into confidentiality agreements with our employees, consultants and content distribution partners, and attempting to control access to and distribution of our proprietary information. We also believe that factors such as the technological and creative skills of our personnel, new product developments, frequent product enhancements, name recognition, and reliable product maintenance are essential to establishing and maintaining a technology leadership position. We have obtained a non-exclusive, royalty-free license from the SEC to use the term EDGAR in our trademarks, service marks and corporate name. We have not, however, relied on a combination of copyright, trade secret and trademark laws in order to protect our proprietary rights.

Despite our efforts to protect our proprietary rights from unauthorized use or disclosure, third parties may attempt to disclose, obtain or use our proprietary information. The precautions we take may not prevent this type of misappropriation. In addition, our proprietary rights may not be viable or of value in the future since the validity, enforceability and scope of protection of proprietary rights in Internet-related industries is uncertain and still evolving. Additionally, third parties could claim that our database technology infringes their proprietary rights. 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.


14


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, which we do not share without the user's consent. Despite this policy of obtaining consent, however, if third persons were able to penetrate our network security or otherwise misappropriate our users' personal or credit card information, we could be subject to liability, including claims for unauthorized purchases with credit card information, impersonation or other similar fraud claims, and misuses of personal information, such as for unauthorized marketing purposes. New privacy legislation may further increase this type of liability. California, for example, recently passed a privacy law that would apply to a security breach that affects unencrypted, computerized personal information of a California resident. Furthermore, we could incur additional expenses if additional regulations regarding the use of personal information were introduced or if federal or state agencies were to investigate our privacy practices.

OUR COMMON STOCK COULD BE DELISTED FROM THE NASDAQ NATIONAL MARKET, WHICH WOULD MAKE TRADING IN OUR STOCK MORE DIFFICULT.

At various times during the period from February 2003 through October 2004, the closing bid price of our common stock was below $1.00. If the closing bid price of our stock were to drop below $1.00 per share and remain below $1.00 per share for thirty consecutive business days, we would be in violation of the continued listing requirements of the Nasdaq National Market and would risk the delisting of our shares from Nasdaq. On August 27, 2004, we received a letter from Nasdaq indicating that we were not in compliance with the minimum bid price requirement. By October 19, 2004, however, we demonstrated full compliance with this requirement. However, even if the minimum per share bid price of our common stock is maintained, we must also satisfy other listing requirements of the Nasdaq National Market, such as maintaining equity of at least $10 million. If we fail to satisfy any of the maintenance requirements, our common stock could be delisted from the Nasdaq National Market. In that event we could apply to list our shares with the Nasdaq SmallCap Market or, if we fail to satisfy the maintenance requirements of the Nasdaq SmallCap Market, we would list our shares on the Over the Counter Bulletin Board. Either option could adversely affect the liquidity and price of our common stock and make it more difficult for us to raise additional capital on favorable terms, if at all.

THE PRICE OF OUR COMMON STOCK HAS BEEN VOLATILE.

The market price of our common stock has been, and is likely to continue to be, volatile and subject to wide fluctuations. Over the 52-week period ending May 9, 2005, the highest closing sales price of our common stock was $3.95 and the lowest closing sales price of our common stock was $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, 2004.

 

15


ITEM 4. CONTROLS AND PROCEDURES

We, including our Chief Executive Officer and Chief Financial Officer, have conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Rule 13a-15 and Rule 15d-15 under the Exchange Act as of the end of the period covered by this report. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures are effective in ensuring that information required to be disclosed by us in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms.

There have been no significant changes in internal controls, or in other factors that have materially affected, or are reasonably likely to material affect internal controls, subsequent to the date our Chief Executive Officer and Chief Financial Officer completed their evaluation.

Notwithstanding the foregoing, there can be no assurance that our disclosure controls and procedures will detect or uncover all failures of our employees and our consolidated subsidiaries to disclose material information otherwise required to be set forth in our periodic reports.

PART II. OTHER INFORMATION.

ITEM 1. LEGAL PROCEEDINGS.

During the quarter, there were no significant developments in the Company's legal proceedings. For a detailed discussion of the Company's legal proceedings, please see the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2004.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

None.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

None.

ITEM 5. OTHER INFORMATION.


ITEM 6. EXHIBITS
 
  EXHIBIT NO.    DESCRIPTION
       
  31.1   Certification of Chief Executive Officer pursuant Section 302 of the Sarbanes-Oxley Act of 2002.
       
  31.2   Certification of Chief Financial Officer pursuant Section 302 of the Sarbanes-Oxley Act of 2002.
     
  32.1   Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
       
  32.2   Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
 

16

 
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 16, 2005   /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
 

17